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What changed in R F INDUSTRIES LTD's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of R F INDUSTRIES LTD's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+106 added−214 removedSource: 10-K (2026-01-14) vs 10-K (2025-01-21)

Top changes in R F INDUSTRIES LTD's 2025 10-K

106 paragraphs added · 214 removed · 72 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

38 edited+11 added−131 removed96 unchanged
Biggest changeThe risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business and operations. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected.
Biggest changeITEM 1.A RISK FACTORS Investors should carefully consider the risks described below and all other information in this Form 10-K. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business and operations.
In the absence of an Event of Default (as defined in the EBC Credit Agreement) or certain other events (including the inability of EBC to determine the secured overnight financing rate “SOFR”), borrowings under (a) the EBC Revolving Loan Facility accrue interest at a rate of the one-month term SOFR reference rate plus an adjustment of 0.11448% (“Adjusted Term SOFR”) plus 5.00%, and (b) the EBC Additional Line accrues interest at a rate of Adjusted Term SOFR plus 6.50%, in each case subject to a floor of 2.00% for Adjusted Term SOFR.
In the absence of an Event of Default (as defined in the EBC Credit Agreement) or certain other events (including the inability of EBC to determine the secured overnight financing rate “SOFR”), borrowings under (a) the EBC Revolving Loan Facility accrue interest at a rate of the one-month term SOFR reference rate plus an adjustment of 0.11448% (“Adjusted Term SOFR”) plus 5.00%, and (b) the EBC Additional Line accrue interest at a rate of Adjusted term SOFR plus 6.50%, in each case subject to a floor of 2.00% for Adjusted Term SOFR.
Accordingly, we will be subject to numerous risks associated with the acquisition of additional businesses, including: ● diversion of management’s attention; 13 ● the effect on our financial statements of the amortization of acquired intangible assets; ● the cost associated with acquisitions and the integration of acquired operations; ● we may not be able to secure capital to finance future acquisitions to the extent additional debt or equity is needed; and ● assumption of unknown liabilities, or other unanticipated events or circumstances.
Accordingly, we will be subject to numerous risks associated with the acquisition of additional businesses, including: ● diversion of management’s attention; ● the effect on our financial statements of the amortization of acquired intangible assets; ● the cost associated with acquisitions and the integration of acquired operations; ● we may not be able to secure capital to finance future acquisitions to the extent additional debt or equity is needed; and ● assumption of unknown liabilities, or other unanticipated events or circumstances.
In the event that we have to record material impairment charges on the Cables Unlimited, Microlab, Rel-Tech, C-Enterprises or Schrofftech subsidiaries or the CompPro product line, such future charges could materially reduce future earnings, which would negatively affect our stock price. Changes in technology may reduce the demand for some of our products.
In the event that we have to record material impairment charges on the Cables Unlimited, Microlab, Rel-Tech, C-Enterprises or Schrofftech subsidiaries or the CompPro product line, such future charges could materially reduce future earnings, which would negatively affect our stock price. 14 Changes in technology may reduce the demand for some of our products.
We are a “smaller reporting company,” as defined in the Regulation S-K of the Securities Act of 1933, as amended, which allows us to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, and (2) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
We are a “smaller reporting company,” as defined in the Regulation S-K of the Securities Act of 1933, as amended (“Regulation S-K”), which allows us to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, and (2) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
On March 15, 2024, we entered into a new loan and security agreement (the “EBC Credit Agreement”), with Eclipse Business Capital as administrative agent (“EBC”) providing for (i) a senior secured revolving loan facility of up to $15.0 million (the “EBC Revolving Loan Facility”) and (ii) a senior secured revolving credit facility of up to $1.0 million (the “EBC Additional Line” and, together with the EBC Revolving Loan Facility, the “EBC Credit Facilities”) (with a $3.0 million swingline loan sublimit).
On March 15, 2024, we entered into a loan and security agreement (the “EBC Credit Agreement”), with Eclipse Business Capital as administrative agent (“EBC”), which providing for (i) a senior secured revolving loan facility of up to $15.0 million (the “EBC Revolving Loan Facility”) and (ii) a senior secured revolving credit facility of up to $1.0 million (the “EBC Additional Line” and, together with the EBC Revolving Loan Facility, the “EBC Credit Facilities”) (with a $3.0 million swingline loan sublimit).
In March 2024, we entered into the EBC Credit Agreement, which replaced the BofA Term Loan. The new credit facility requires the maintenance of certain financial covenants, including Excess Availability requirements ad capital expenditure limitations. A breach of any of the covenants could result in a default under the credit facility.
In March 2024, we entered into the EBC Credit Agreement, which replaced the BofA Term Loan. The new credit facility requires the maintenance of certain financial covenants, including Excess Availability requirements and capital expenditure limitations. A breach of any of the covenants could result in a default under the credit facility.
We will be required to pay a commitment fee of 0.50% per annum for the unused portion of the EBC Revolving Loan Facility. In addition to the foregoing unused commitment fee, we are required to pay certain other administrative fees pursuant to the terms of the EBC Credit Agreement.
We are required to pay a commitment fee of 0.50% per annum for the unused portion of the EBC Revolving Loan Facility. In addition to the foregoing unused commitment fee, we are required to pay certain other administrative fees pursuant to the terms of the EBC Credit Agreement.
As of October 31, 2024 and 2023, we determined that our internal control over financial reporting was effective. However, no assurance can be given that there will not be failures in our internal controls in future periods.
As of October 31, 2025 and 2024, we determined that our internal control over financial reporting was effective. However, no assurance can be given that there will not be failures in our internal controls in future periods.
While we have in the past paid dividends, no assurance can be given that we will declare or pay cash dividends in the future. During fiscal 2024, we did not make any dividend distributions to our stockholders.
While we have in the past paid dividends, no assurance can be given that we will declare or pay cash dividends in the future. During fiscal 2025, we did not make any dividend distributions to our stockholders.
For the year ended October 31, 2024, a wireless carrier customer and a distributor customer both accounted for less than 10% of total sales, and approximately 15% and 10% of the total net accounts receivable balance, respectively.
For the year ended October 31, 2024, a wireless provider customer and a distributor customer both accounted for less than 10% of total sales, and accounted for approximately 15% and 10% of the total net accounts receivable balance, respectively.
Availability of borrowings under the EBC Credit Facilities will be based upon a borrowing base formula and periodic borrowing base certifications valuing certain of our accounts receivable and inventories, as reduced by certain reserves, if any.
Availability of borrowings under the EBC Credit Facilities are based upon a borrowing base formula and periodic borrowing base certifications valuing certain of our accounts receivable and inventories, as reduced by certain reserves, if any.
These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. As of October 31, 2024, we had 10,544,431 shares of common stock outstanding.
These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. As of October 31, 2025, we had 10,713,801 shares of common stock outstanding.
A prolonged economic downturn, both in the U.S. and worldwide, could lead to lower sales or reduced sales growth, reduced prices, lower gross margins, and increased bad debt risks, all of which could adversely affect our results of operations, financial condition and cash flows.
Difficult conditions in the global economy may adversely affect our business and results of operations. A prolonged economic downturn, both in the U.S. and worldwide, could lead to lower sales or reduced sales growth, reduced prices, lower gross margins, and increased bad debt risks, all of which could adversely affect our results of operations, financial condition and cash flows.
However, with the acquisition of Microlab, sales made to certain foreign customers were denominated in the currencies of the countries where sales are made and for the fiscal years ended October 31, 2024 and 2023, we recognized $33,000 in foreign currency exchange gain and $0.1 million in foreign currency exchange gain at time of collection, respectively.
However, with the acquisition of Microlab, sales made to certain foreign customers were denominated in the currencies of the countries where sales are made and for the fiscal years ended October 31, 2025 and 2024, we recognized $19,000 and $33,000 in foreign currency exchange gain at time of collection, respectively.
In addition, we had outstanding options for the purchase of 874,816 shares of common stock, the exercise of which would increase the number of common stock outstanding. The issuance and subsequent sale of the shares underlying these stock options could depress the trading price of our common stock.
In addition, we had outstanding options for the purchase of 1,005,693 shares of common stock, the exercise of which would increase the number of common stock outstanding. The issuance and subsequent sale of the shares underlying these stock options could depress the trading price of our common stock.
As of October 31, 2024, we also had 1,299,269 shares available for future grant as stock options or restricted shares, the issuance and sale of which could also impact our stock price. Provisions of our certificate of incorporation and bylaws and Nevada law may make a takeover more difficult.
As of October 31, 2025, we also had 974,022 shares available for future grant as stock options or restricted shares, the issuance and sale of which could also impact our stock price. Provisions of our certificate of incorporation and bylaws and Nevada law may make a takeover more difficult.
Further, health crises, including epidemics or pandemics, such as the COVID-19 pandemic, and government and business responses thereto, could affect our manufacturers, including by resulting in quarantines and/or closures, which could result in potential closures and disruptions to our manufacturing needs.
Further, health crises, including epidemics or pandemics and government and business responses thereto, could affect our manufacturers, including by resulting in quarantines and/or closures, which could result in potential closures and disruptions to our manufacturing needs.
Additionally, we may be exposed to increased cybersecurity risks as a result of remote working requirements imposed on us as a result of the COVID-19 pandemic. At the same time, cyber incidents, including deliberate attacks or unintentional events, have increased.
Additionally, we may be exposed to increased cybersecurity risks as a result of remote working. At the same time, cyber incidents, including deliberate attacks or unintentional events, have increased.
The risks associated with our dependence upon third parties which develop and manufacture and assemble the Company’s products include: ● reduced control over delivery schedules and quality; ● risks of inadequate manufacturing yields and excessive costs; ● the potential lack of adequate capacity during periods of excess demand; and ● potential increases in prices due to raw material and/or labor costs. 14 These risks may lead to increased costs or delay product delivery, which would harm our profitability and customer relationships.
The risks associated with our dependence upon third parties which develop and manufacture and assemble the Company’s products include: ● reduced control over delivery schedules and quality; ● risks of inadequate manufacturing yields and excessive costs; ● the potential lack of adequate capacity during periods of excess demand; and ● potential increases in prices due to raw material and/or labor costs.
In the event that we are unable to pay our obligations on the EBC Credit Facilities on a timely basis, maintain the financial covenants under the EBC Credit Agreement, as amended, including the Excess Availability requirements and capital expenditure limitation, or otherwise default on our obligations under the EBC Credit Agreement, EBC will have a right to foreclose on personal property of the Company and certain of its subsidiaries.
Any inability to raise additional capital when required could have an adverse effect on our business and operating results. 12 In the event that we are unable to pay our obligations on the EBC Credit Facilities on a timely basis, maintain the financial covenants under the EBC Credit Agreement, as amended, including the Excess Availability requirements and capital expenditure limitation, or otherwise default on our obligations under the EBC Credit Agreement, EBC will have a right to foreclose on personal property of the Company and certain of its subsidiaries.
Our business, financial condition and results of operations could be harmed by the effects of outbreaks of COVID-19 or similar public health crises. We are subject to risks associated with public health threats, including outbreaks associated with COVID-19 and its variants, which have had and may continue to have an adverse impact on certain aspects of our business.
Our business, financial condition and results of operations could be harmed by the effects of public health crises. We are subject to risks associated with public health threats, including epidemics or pandemics, which could have an adverse impact on certain aspects of our business.
Because most of our sales are derived from products that are neither proprietary nor can be used to distinguish us from our competitors, our ability to compete successfully in these markets depends on a number of factors, including: ● product quality; ● reliability; ● customer support; ● time-to-market; ● price; ● market acceptance of competitors’ products; and ● general economic conditions.
Because most of our sales are derived from products that are neither proprietary nor can be used to distinguish us from our competitors, our ability to compete successfully in these markets depends on a number of factors, including: ● product quality; ● reliability; ● customer support; ● time-to-market; ● price; ● market acceptance of competitors’ products; ● general economic conditions. 15 Our revenues may suffer if we are not able to effectively satisfy our customers in each of the foregoing ways.
In addition to the normal risks associated with purchasing a new business and operating at a new location, the Company’s acquisition of Microlab in 2022 reduced our cash on hand by over $7.3 million and we took on $17 million of indebtedness and related financial covenants under the BofA Term Loan.
There can be no assurance that any business that we acquire will achieve anticipated revenues or operating results. 13 In addition to the normal risks associated with purchasing a new business and operating at a new location, the Company’s acquisition of Microlab in 2022 reduced our cash on hand by over $7.3 million and we took on $17 million of indebtedness and related financial covenants under the BofA Term Loan.
Although we sell many products into many different markets other than the telecommunications marketplace, because a major portion of our revenues has historically been derived from direct and indirect sales to wireless and broadband communications companies, our financial condition and results of operations are heavily influenced by the health and growth of the wireless and broadband markets, all of which is beyond our control.
Although we sell many products into many different markets other than the telecommunications marketplace, because a major portion of our revenues has historically been derived from direct and indirect sales to wireless and broadband communications companies, our financial condition and results of operations are heavily influenced by the health and growth of the wireless and broadband markets, all of which is beyond our control. 11 We have entered into a credit facility, which may expose us to additional risks, including risks associated with the inability to repay the loan on a timely basis.
As a result, our business is heavily dependent upon the wireless and broadband markets. Demand for our products in these markets depends primarily on capital spending by operators for constructing, rebuilding or upgrading their telecommunication systems.
In addition, we also sell connectors, cables and other products to companies that incorporate these products into their own wireless and broadband communications products. As a result, our business is heavily dependent upon the wireless and broadband markets. Demand for our products in these markets depends primarily on capital spending by operators for constructing, rebuilding or upgrading their telecommunication systems.
Sales to customers located outside the United States, either directly or through U.S. and foreign distributors, accounted for approximately 9% and 9% of our net sales during the years ended October 31, 2024 and 2023, respectively.
Because we sell our products to foreign customers, we are exposed to risks associated with international sales, including foreign currency exposure. Sales to customers located outside the United States, either directly or through U.S. and foreign distributors, accounted for approximately 8% and 9% of our net sales during the years ended October 31, 2025 and 2024, respectively.
Our business requires capital that is not financed by trade creditors when our business is expanding. If cash from available sources is insufficient or cash is used for unanticipated needs, we may require additional capital sooner than anticipated.
If cash from available sources is insufficient or cash is used for unanticipated needs, we may require additional capital sooner than anticipated.
Such recent transactions include the purchase of our new C Enterprises and Schrofftech subsidiaries in 2019 and Microlab in 2022. In addition, we have previously disclosed that, as part of our growth strategy, we intend to make additional acquisitions of businesses in the future.
In addition, we have previously disclosed that, as part of our growth strategy, we intend to make additional acquisitions of businesses in the future.
Most of our revenues and profitability have in recent years been generated from products that we sell, directly or through our distributors, to the wireless and broadband communications industries. In addition, we also sell connectors, cables and other products to companies that incorporate these products into their own wireless and broadband communications products.
Risks Related to Our Business We are heavily dependent upon wireless and broadband communications providers. Most of our revenues and profitability have in recent years been generated from products that we sell, directly or through our distributors, to the wireless and broadband communications industries.
An impairment in the carrying value of goodwill, trade names and other long-lived assets could negatively affect our consolidated results of operations and net worth.
These risks may lead to increased costs or delay product delivery, which would harm our profitability and customer relationships. An impairment in the carrying value of goodwill, trade names and other long-lived assets could negatively affect our consolidated results of operations and net worth.
In addition, our obligations under the EBC Credit Agreement are secured, on a first-priority basis, and such security interests could be enforced by EBC in the event of default by us. 12 Due to the nature of our business, we need continued access to capital, which if not available to us or if not available on favorable terms, could harm our ability to operate or expand our business.
In addition, our obligations under the EBC Credit Agreement are secured, on a first-priority basis, and such security interests could be enforced by EBC in the event of default by us.
Adverse events affecting our principal customers could also negatively affect our ability to retain their business and obtain new orders, which could adversely affect our revenue and results of operations. 15 Difficult conditions in the global economy may adversely affect our business and results of operations.
A reduction, delay, or cancellation of orders from these customers or the loss of these customers could significantly reduce our future revenues and profits. Adverse events affecting our principal customers could also negatively affect our ability to retain their business and obtain new orders, which could adversely affect our revenue and results of operations.
For the year ended October 31, 2023, a different wireless carrier customer accounted for approximately 10% of total sales and had no accounts receivable.
For the year ended October 31, 2025, a wireless provider customer accounted for approximately 10% of total sales and approximately 26% of the total net accounts receivable balance, and an aerospace customer accounted for less than 10% of total sales and approximately 18% of the total net accounts receivable balance.
While most countries have removed or reduced the restrictions initially implemented in response to COVID-19, the extent to which the COVID-19 pandemic or another public health crisis impact our business, results of operations, and financial condition will depend on future developments which are highly uncertain and are difficult to predict.
The extent to which a public health crisis impacts our business, results of operations, and financial condition will depend on a number of developments which are highly uncertain and are difficult to predict.
Any of these risks could materially harm our business, financial condition and results of operations. There can be no assurance that any business that we acquire will achieve anticipated revenues or operating results.
Any of these risks could materially harm our business, financial condition and results of operations.
In such case, the trading price of our common stock could decline and investors may lose all or part of their investment in our common stock. 11 Risks Related to Our Business We are heavily dependent upon wireless and broadband communications providers.
If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In such case, the trading price of our common stock could decline and investors may lose all or part of their investment in our common stock.
Any cyclical downturn in the communications industry could have a material adverse effect on us. Because we sell our products to foreign customers, we are exposed to risks associated with international sales, including foreign currency exposure.
Any cyclical downturn in the communications industry could have a material adverse effect on us. We are subject to risks from changes to the trade policies, tariffs and import and export regulations of the U.S. and foreign governments.
Removed
ITEM 1. BUSINESS General RF Industries, Ltd. (together with subsidiaries, the “Company”, “we”, “us”, or “our”) is a national manufacturer and marketer of interconnect products and systems, including high-performance components such as RF connectors and adapters, 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.
Added
On November 5, 2025, the parties entered into the Second Amendment to the EBC Credit Agreement, which (i) extended the maturity date of the EBC Revolving Loan Facility to March 15, 2029, (ii) decreased the minimum EBC Revolving Loan Facility outstanding principal amount to $4.0 million and (iii) decreased the interest rate for the EBC Revolving Loan Facility to Adjusted Term SOFR or the base rate, as applicable, plus the Applicable Margin (as defined in the EBC Credit Agreement).
Removed
Through our manufacturing and production facilities, we provide a wide selection of interconnect products and solutions primarily to telecommunications carriers and equipment manufacturers, wireless and network infrastructure carriers and manufacturers and to various original equipment manufacturers (“OEMs”) in several market segments. We also design, engineer, manufacture and sell energy-efficient cooling systems and integrated small cell solutions and related components.
Added
The Applicable Margin is determined quarterly under a two-prong pricing grid based on both the Average Excess Availability (as defined in the EBC Credit Agreement) and Fixed Charge Coverage Ratio for the most recently ended fiscal quarter, as set forth on Annex IV to the EBC Credit Agreement, as amended.
Removed
We operate through two reporting segments: (i) the RF Connector and Cable Assembly (“RF Connector”) segment, and (ii) the Custom Cabling Manufacturing and Assembly (“Custom Cabling”) segment.
Added
Due to the nature of our business, we need continued access to capital, which if not available to us or if not available on favorable terms, could harm our ability to operate or expand our business. Our business requires capital that is not financed by trade creditors when our business is expanding.
Removed
The RF Connector segment primarily designs, manufactures, markets and distributes a broad range of RF connector, adapter, coupler, divider, and cable products, including coaxial passives and cable assemblies that are used in telecommunications and information technology, OEM markets and other end markets.
Added
These developments include, but are not limited to, the duration, spread and severity of outbreaks, government responses and other actions to mitigate the spread of and to treat such outbreaks and when and to what extent business, economic and social activity and conditions are disrupted.
Removed
The Custom Cabling segment designs, manufactures, markets and distributes custom copper and fiber cable assemblies, complex hybrid fiber optic and power solution cables, electromechanical wiring harnesses, wiring harnesses for a broad range of applications in a diverse set of end markets, energy-efficient cooling systems for wireless base stations and remote equipment shelters and custom designed, pole-ready 5G small cell integrated enclosures. 4 Recent Events In February 2022, we entered into a loan agreement (the “BofA Loan Agreement”) providing for a revolving line of credit (the “BofA Revolving Credit Facility”) in the amount of $3.0 million and a $17.0 million term loan (the “BofA Term Loan”, and together with the BofA Revolving Credit Facility, the “BofA Credit Facility”) with Bank of America, N.A.
Added
Changes in the import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions by the U.S. and foreign governments, could require us to change the way we conduct business and negatively affect our business performance, financial condition, results of operations, and our relationships with customers, suppliers, and employees.
Removed
(“BofA”). Amounts outstanding under the BofA Revolving Credit Facility bore interest at a rate of 2.0% plus the Bloomberg Short-Term Bank Yield Index Rate.
Added
Likewise, changes in laws and policies governing foreign trade, manufacturing, development, and investment in the territories or countries where we currently sell our products or conduct our business could adversely affect our business. For example, recently, the U.S. government imposed significant tariffs on foreign imports into the United States, including higher tariff levels on imports from China, Mexico and Canada.
Removed
All amounts outstanding pursuant to the BofA Credit Facility were repaid by us and the BofA Loan Agreement was terminated in connection with us entering into a new loan and security agreement (the “EBC Credit Agreement”) with Eclipse Business Capital, as administrative agent (“EBC”) on March 15, 2024.
Added
The U.S. continues to implement new, reinstated or adjusted tariffs, and we expect that it will continue with this practice. These actions have and are expected to continue to result in retaliatory measures on U.S. goods. The current situation is dynamic, and we cannot predict at this time whether the imposed tariffs will be maintained.
Removed
Borrowings under the BofA Credit Facility were secured by a security interest in certain assets of the Company and were subject to certain loan covenants.
Added
If maintained, such tariffs and the potential escalation of trade disputes could pose a significant risk to our business, including an increase to the cost of our products and, to the extent we absorb the costs of tariffs and do not pass them through to our customers, higher cost of goods sold and lower gross profit and margins.
Removed
The BofA Credit Facility required the maintenance of certain financial covenants, including: (i) consolidated debt to EBITDA ratio not to exceed 3.00 to 1.00 (the “Debt Test”); (ii) consolidated fixed charge coverage ratio of at least 1.25 to 1.00 (the “FCCR Test”); and (iii) consolidated minimum EBITDA of at least $600,000 for the discrete quarter ended January 31, 2022.
Added
The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, including negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets.
Removed
In addition, the BofA Credit Facility contained customary affirmative and negative covenants.
Added
Further, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities.
Removed
On September 12, 2023, we entered into Amendment No. 1 and Waiver to the BofA Loan Agreement (“Loan Amendment No. 1”) with BofA, which, among other matters, provided for a one-time waiver of our failure to comply with (i) the Debt Test for the period ended July 31, 2023 and (ii) the FCCR Test for the period ended July 31, 2023.
Added
Likewise, tariffs and import and export regulations could also limit the availability of our products, prompt consumers to seek alternative products and provide an opportunity for competitors not subject to such tariffs to establish a presence in markets where we conduct our business.
Removed
Loan Amendment No. 1 also waived testing for compliance with the Debt Test and FCCR Test for the quarterly periods ending October 31, 2023, January 31, 2024, April 30, 2024 and July 31, 2024.
Removed
Further, pursuant to Loan Amendment No. 1, we were required to maintain (i) (a) until September 21, 2023, minimum liquidity (week-end cash balance plus availability from the BofA Revolving Credit Facility) of $4.0 million, and (b) from September 22, 2023 and thereafter, liquidity equal to the greater of (1) $4.0 million or (2) 80% of the liquidity that had been forecast for this date at the fourth week of the forecast and (ii) minimum EBITDA of ($400,000), $500,000, $1.0 million, and $1.0 million for the quarters ending October 31, 2023, January 31, 2024, April 30, 2024, and July 31, 2024, respectively.
Removed
On January 26, 2024, we entered into Amendment No. 2 to the BofA Loan Agreement (“Loan Amendment No. 2”) with BofA, which, among other matters, eliminated the requirement to maintain minimum EBITDA of $500,000 for the quarter ending January 31, 2024.
Removed
Under Loan Amendment No. 2, the line of credit available to the Company under the BofA Revolving Credit Facility was lowered from $3.0 million to $500,000.
Removed
Further, Loan Amendment No. 2 required that we maintain from September 22, 2023 and thereafter, liquidity of at least $2.0 million, rather than the greater of $4.0 million or 80% of the forecast liquidity as was required under Loan Amendment No. 1.
Removed
Under Loan Amendment No. 2, the Company would have been required to pay an additional fee equal to 1% of the collective outstanding principal balances of the BofA Revolving Credit Facility and BofA Term Loan if the BofA Credit Facility was not repaid in full on or before March 1, 2024.
Removed
This additional fee, if applicable, would have been due on March 2, 2024. Further, Loan Amendment No. 2 required that the Company make an additional principal payment of $1.0 million on the BofA Term Loan on March 1, 2024, in addition to the existing monthly payments due on the BofA Term Loan.
Removed
In connection with Loan Amendment No. 2, we paid BofA a $500,000 paydown on the BofA Revolving Credit Facility, thereby reducing the outstanding balance from $1.0 million to $500,000. Loan Amendment No. 2 was considered a modification under Accounting Standards Codification (“ASC”) 470, Debt.
Removed
On February 29, 2024, we entered into Amendment No. 3 to the BofA Loan Agreement (“Loan Amendment No. 3”) with BofA, which, among other matters, deferred the requirement that the Company make an additional principal payment of $1.0 million on the BofA Term Loan, from March 1, 2024, as was required under Loan Amendment No. 2, to April 1, 2024.
Removed
Further, Loan Amendment No. 3 reduced the additional fee the Company was required to pay BofA on March 2, 2024 from 1% of the collective outstanding principal balances of the BofA Revolving Credit Facility and BofA Term Loan as of March 1, 2024 as required under Loan Amendment No. 2, to 0.50% of the collective outstanding principal balances of the BofA Revolving Credit Facility and BofA Term Loan as of March 1, 2024.
Removed
Additionally, Loan Amendment No. 3 required the Company to pay BofA a fee equal to 0.50% of the collective outstanding principal balances of the BofA Revolving Credit Facility and BofA Term Loan as of March 1, 2024, if the BofA Credit Facility was not repaid in full on or before April 2, 2024 (the “April 2024 Fee”).
Removed
The April 2024 Fee, if applicable, would have been due on April 2, 2024. We were not required to pay the April 2024 Fee based on our repayment of the BofA Credit Facility prior to April 2, 2024.
Removed
Under Loan Amendment No. 3, the Company was required to maintain liquidity of at least $2.0 million and pay the remaining outstanding balance of $500,000 on the BofA Revolving Credit Facility by March 1, 2024, as required under Loan Amendment No. 2. Loan Amendment No. 3 was considered a modification under ASC 470, Debt.
Removed
On March 15, 2024, we entered into the EBC Credit Agreement and used proceeds from the initial drawings under the EBC Credit Facilities (as defined below) to repay in full outstanding obligations under the BofA Loan Agreement and to pay fees, premiums, costs and expenses, including fees payable in connection with the EBC Credit Agreement.
Removed
The BofA Loan Agreement was terminated upon entry into the EBC Credit Agreement and is no longer in effect. 5 The EBC Credit Agreement provides for (i) a senior secured revolving loan facility of up to $15.0 million (the “EBC Revolving Loan Facility”) and (ii) a senior secured revolving credit facility of up to $1.0 million (the “EBC Additional Line” and, together with the EBC Revolving Loan Facility, the “EBC Credit Facilities”) (with a $3.0 million swingline loan sublimit).
Removed
On June 14, 2024, the parties entered into a First Amendment to the EBC Credit Agreement (the “First Amendment”) providing for a modified EBC Additional Line of $1.0 million through July 12, 2024, $666,666.67 from July 13, 2024 through August 11, 2024 and $333,333.34 from August 12, 2024 through September 10, 2024.
Removed
Borrowings under the EBC Credit Agreement are secured by a security interest in certain assets of the Company and are subject to certain loan covenants.
Removed
The EBC Credit Facilities require the maintenance of certain financial covenants, including (i) Excess Availability (as defined in the EBC Credit Agreement) of at least, as of any date of determination, an amount equal to the greater of (a) $1.0 million and (b) 10% of the Adjusted Borrowing Base (as defined in the EBC Credit Agreement), unless as of the last day of the most recent month for which the monthly financial statements and the related compliance certificate have been or are required to have been delivered to EBC, the Fixed Charge Coverage Ratio (as defined in the EBC Credit Agreement) for the 12 consecutive calendar month period then ended is greater than 1.10 to 1.00; and (ii) a capital expenditure limitation limiting the aggregate cost of all Capital Expenditure (as defined in the EBC Credit Agreement) to $2.5 million during any fiscal year.
Removed
In addition, the EBC Credit Facilities contain customary affirmative and negative covenants. Strategy Our overall strategy is to provide our customers with a broad selection of products, rapid and high-quality service, and custom design capabilities, all at competitive prices. Specifically, our strategy is the following: Provide rapid and flexible design and manufacturing services .
Removed
Over the past few years we have focused our organization on providing a standardized portfolio, allowing for quick-turn readily available products, while having the capabilities, flexible design and manufacturing services to customize our offering to address customer specific requirements or applications. Competitive pricing .

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit Committee is informed of the Company’s cybersecurity risk management and receives an overview of its cybersecurity program from management at least quarterly, which covers topics including, among others, recent cybersecurity risk landscape and trends, data security posture, results from third-party assessments, training and vulnerability testing, our incident response plan, material cybersecurity risks, whether developing or actual, as well as the steps management has taken to respond to such risks, emerging cybersecurity regulations, technologies and best practices.
Biggest changeThe Audit Committee is informed of the Company’s cybersecurity risk management and receives an overview of its cybersecurity program from management as part of its review, which may cover topics including, among others, recent cybersecurity risk landscape and trends, data security posture, results from third-party assessments, training and vulnerability testing, our incident response plan, material cybersecurity risks, whether developing or actual, as well as the steps management has taken to respond to such risks, emerging cybersecurity regulations, technologies and best practices.

Item 2. Properties

Properties — owned and leased real estate

2 edited+1 added−0 removed2 unchanged
Biggest changeAdditionally, we lease spaces in three other locations in the United States that house the administration offices and manufacturing facilities for our Custom Cabling segment. The table below shows a summary of the square footage of these locations as of October 31, 2024: Lease Location Square Footage Milford, CT 13,750 North Kingstown, RI 7,000 Yaphank, NY 24,500 20
Biggest changeThe table below shows a summary of the square footage of these locations as of October 31, 2025: Divisions Lease Location Square Footage Rel-Tech Milford, CT 13,750 Schroff North Kingstown, RI 7,000 Cables Unlimited Yaphank, NY 19,500 20
We occupy 46,973 square feet of office, warehouse and manufacturing space that house our corporate administration, sales and marketing, and engineering departments. The buildings are also used for production and warehousing by our RF Connector segment. We also lease 38,200 square feet of office and commercial lab space in Parsippany, New Jersey, where we operate the Microlab division.
We occupy 46,973 square feet of office, warehouse and manufacturing space that house our corporate administration, sales and marketing, and engineering departments. The buildings are also used for production and warehousing by our RF Connector and Cable Assembly division.
Added
We also lease 38,200 square feet of office and commercial lab space in Parsippany, New Jersey, where we operate the Microlab division. Additionally, we lease spaces in three other locations in the United States that house the administration offices and manufacturing facilities for our other divisions.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+8 added−0 removed1 unchanged
Biggest changeAs of the date of this report, we are not subject to any proceeding that is not in the ordinary course of business or that is material to the financial condition of our business.
Biggest changeExcept as discussed below, as of the date of this report, we are not subject to any proceeding that is not in the ordinary course of business or that is material to the financial condition of our business.
Added
Employee Class Action On July 24, 2024, a former employee (“Plaintiff”) filed a class action lawsuit against the Company and its subsidiary, C Enterprises, Inc., in San Diego County Superior Court. The case is before the Honorable Gregory W.
Added
Pollack, and asserts allegations of California state law violations pertaining to: (1) straight time wages; (2) overtime wages; (3) meal periods; (4) rest periods; (5) business expense reimbursement; (6) timely payment of wages at termination; (7) provision of accurate itemized wage statements; and (8) California’s unfair competition law.
Added
This action seeks damages on behalf of a putative class of non-exempt employees who worked for the Company in California at any time from July 24, 2020, through the present.
Added
On July 23, 2024, Plaintiff provided notice of the alleged violations of law above to California’s Labor and Workforce Development Agency (“LWDA”) under the Private Attorneys General Act of 2004 (“PAGA”).
Added
On or about October 18, 2024, Plaintiff filed her First Amended Complaint (“FAC”), which amended her class complaint to include a cause of action under PAGA, whereby Plaintiff seeks penalties on behalf of the State of California and other similarly situated employees for the period of August 14, 2023, through the present.
Added
As of January 14, 2025, no class certification deadline or trial date has been set. The parties attended private mediation on August 7, 2025. The parties thereafter reached a settlement in principle, for which the parties are in the final stages of negotiating a long-form settlement agreement.
Added
On October 30, 2025, we executed a memorandum of understanding, pursuant to which the Company agrees to pay, on an all-in and non-reversionary basis, a total settlement amount of $855,000, which has been accrued as of October 31, 2025. The settlement will be subject to Court approval.
Added
Once the long-form settlement agreement is fully executed, a Preliminary Approval Hearing date will be scheduled. A case management conference is currently scheduled for December 4, 2026.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+0 added−0 removed3 unchanged
Biggest changeWe did not repurchase any of our equity securities during the fourth quarter of fiscal 2024. Recent Sales of Unregistered Securities. There were no previously unreported sales of equity securities by us that were not registered under the Securities Act during fiscal 2024. Dividend Policy.
Biggest changeWe did not repurchase any of our equity securities during the fourth quarter of fiscal 2025. Recent Sales of Unregistered Securities. There were no previously unreported sales of equity securities by us that were not registered under the Securities Act during fiscal 2025. 21 Dividend Policy.
Due to the current economic uncertainty and other financial considerations, our Board did not issue any dividend payments in fiscal year 2024. In the past our Board has approved dividend payments, but no assurance can be given if, or when the Board will resume dividend payments.
Due to the current economic uncertainty and other financial considerations, our Board did not issue any dividend payments in fiscal year 2025. In the past our Board has approved dividend payments, but no assurance can be given if, or when the Board will resume dividend payments.
As of October 31, 2024, there were 250 holders of our common stock according to the records of our transfer agent, Continental Stock Transfer & Trust Company, New York, New York, not including holders who hold their stock in “street name.” Issuer Purchases of Equity Securities.
As of October 31, 2025, there were 240 holders of our common stock according to the records of our transfer agent, Continental Stock Transfer & Trust Company, New York, New York, not including holders who hold their stock in “street name.” Issuer Purchases of Equity Securities.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

27 edited+14 added−11 removed32 unchanged
Biggest changeSince our goal is to continue to expand our operations and accelerate our growth through future acquisitions, we may use some of our current capital resources to fund acquisitions we may undertake in the future. 24 Results of Operations The following summarizes the key components of our consolidated results of operations for the fiscal years ended October 31, 2024 and 2023 (in thousands, except percentages): 2024 2023 Amount % of Net Sales Amount % of Net Sales Net sales $ 64,857 100.0 % $ 72,168 100.0 % Cost of sales 45,986 70.9 % 52,631 72.9 % Gross profit 18,871 29.1 % 19,537 27.1 % Engineering expenses 2,782 4.3 % 3,151 4.4 % Selling and general expenses 18,912 29.2 % 20,183 28.0 % Operating loss (2,823 ) -4.4 % (3,797 ) -5.3 % Other loss (980 ) -1.5 % (453 ) -0.6 % Loss before provision (benefit) from income taxes (3,803 ) -5.9 % (4,250 ) -5.9 % Provision (benefit) from income taxes 2,796 4.3 % (1,172 ) -1.6 % Consolidated net loss (6,599 ) -10.2 % (3,078 ) -4.3 % Net sales for the year ended October 31, 2024 of $64.9 million decreased by 10.1%, or $7.3 million, compared to the year ended October 31, 2023.
Biggest changeResults of Operations The following summarizes the key components of our consolidated results of operations for the fiscal years ended October 31, 2025 and 2024 (in thousands, except percentages): 2025 2024 Amount % of Net Sales Amount % of Net Sales Net sales $ 80,586 100.0 % $ 64,857 100.0 % Cost of sales 53,850 66.8 % 45,986 70.9 % Gross profit 26,736 33.2 % 18,871 29.1 % Engineering expenses 2,982 3.7 % 2,782 4.3 % Selling and general expenses 21,969 27.3 % 18,912 29.2 % Operating income (loss) 1,785 2.2 % (2,823 ) -4.4 % Other expense (972 ) -1.2 % (980 ) -1.5 % Income (loss) before provision for income taxes 813 1.0 % (3,803 ) -5.9 % Provision for income taxes 738 0.9 % 2,796 4.3 % Consolidated net income (loss) $ 75 0.1 % $ (6,599 ) -10.2 % Net sales for the year ended October 31, 2025 of $80.6 million increased by 24.2%, or $15.7 million, compared to the year ended October 31, 2024.
OVERVIEW During the periods covered by this Annual Report, we marketed a variety of connector products, including connectors and cables, standard and custom cable assemblies, wiring harnesses and fiber optic cable products to numerous industries for use in thousands of products.
OVERVIEW During the periods covered by this Annual Report, we marketed a variety of connector products, including connectors and cables, standard and custom cable assemblies, wiring harnesses and fiber optic cable products to numerous industries for use in thousands of applications.
Deferred tax assets and liabilities are measured using the currently enacted tax rates as of the date of the financial statements that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled.
Deferred tax assets and liabilities are measured using the currently enacted tax rates as of the date of the consolidated financial statements that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled.
The goodwill impairment guidance in US GAAP provides entities an option to perform a qualitative assessment to determine whether further impairment testing is necessary.
The goodwill impairment guidance in GAAP provides entities an option to perform a qualitative assessment to determine whether further impairment testing is necessary.
The change in valuation allowance was an increase of $3.8 million and $0.1 million for fiscal 2024 and 2023, respectively. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS For recently issued accounting pronouncements that may affect us, see Note 1 of Notes to Consolidated Financial Statements.
The change in valuation allowance was an increase of $0.8 million and $3.8 million for fiscal 2025 and 2024, respectively. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS For recently issued accounting pronouncements that may affect us, see Note 1 of Notes to Consolidated Financial Statements.
For the fiscal year ended October 31, 2024 the critical accounting estimates identified are described below: 21 Impairment Assessments of Finite-life Intangibles and Other Long-Lived Assets We assess property, plant and equipment and intangible assets, which are considered definite-lived assets, for impairment.
For the fiscal year ended October 31, 2025 the critical accounting estimates identified are described below: Impairment Assessments of Finite-life Intangibles and Other Long-Lived Assets We assess property, plant and equipment and intangible assets, which are considered definite-lived assets, for impairment.
In making such judgements, significant weight is given to evidence that can be objectively verified, which includes the recent trend of losses. As of October 31, 2024, we recorded a valuation allowance of $3.8 million against its federal and combined state deferred tax assets.
In making such judgements, significant weight is given to evidence that can be objectively verified, which includes the recent trend of losses. As of October 31, 2025, we recorded a valuation allowance of $4.7 million against our federal and combined state deferred tax assets.
For fiscal 2024, the diluted weighted average shares outstanding was 10,481,835 as compared to 10,283,449 for fiscal 2023. 25 Inflation and Rising Costs The cost to manufacture the Company’s products is influenced by the cost of raw materials and labor.
For fiscal 2025, the diluted weighted average shares outstanding was 10,770,802 as compared to 10,481,835 for fiscal 2024. Inflation and Rising Costs The cost to manufacture the Company’s products is influenced by the cost of raw materials and labor.
This net inflow of cash is primarily related to an increase in inventories of $4.0 million as a result of better inventory management and supply chain conditions improving allowing us to carry less inventory on hand, $2.5 million from depreciation and amortization, $0.9 million from stock-based compensation expense, $0.7 million in other current assets, $0.6 million from change in accounts payable, $0.4 million from right-of-use assets and $0.1 million from amortization of debt issuance costs.
This net inflow of cash is primarily related to net income of $0.1 million, a decrease in inventories of $1.0 million as a result of better inventory management and supply chain conditions improving allowing us to carry less inventory on hand, $2.5 million from depreciation and amortization, $0.9 million from stock-based compensation expense, $3.4 million from the change in accrued expenses, $0.3 million from income tax payable, $0.2 million from amortization of debt issuance costs, $50,000 from bad debt expense, $0.1 million from the change in other current assets and $37,000 from deferred income taxes.
The provision (benefit) for income taxes was $2.8 million or 73.5% and ($1.2 million) or (27.5%) of income before income taxes for fiscal 2024 and 2023, respectively.
The provision for income taxes was $0.7 million or 91% and $2.8 million or (73.5%) of income before income taxes for fiscal 2025 and 2024, respectively.
Key assumptions of the cash flow forecast included in the DCF model are expected revenues, expenses, capital expenditures, and working capital, as well as discount factors and income tax rates as they are subject to a high degree of judgement and complexity.
Finally, we compared the total of our estimates of all reporting units fair values to our total market capitalization to assess the reasonableness of our reporting units fair value. 22 Key assumptions of the cash flow forecast included in the DCF model are expected revenues, expenses, capital expenditures, and working capital, as well as discount factors and income tax rates as they are subject to a high degree of judgement and complexity.
Accordingly, the Custom Cabling segment is more dependent upon larger project orders, and its revenues, therefore, may be more volatile than the revenues of the RF Connector segment. 23 Financial Condition The following table presents certain key measures of financial condition as of October 31, 2024 and 2023 (in thousands, except percentages): 2024 2023 Amount % Total Assets Amount % Total Assets Cash and cash equivalents $ 839 1.2 % $ 4,897 6.0 % Current assets 29,113 41.0 % 36,040 43.8 % Current liabilities 18,090 25.5 % 12,511 15.2 % Working capital 11,023 15.5 % 23,529 28.6 % Property and equipment, net 4,813 6.8 % 4,924 6.0 % Total assets 71,046 100.0 % 82,278 100.0 % Stockholders' equity 34,066 47.9 % 39,762 48.3 % Liquidity and Capital Resources Historically, we have been able to fund our cash flow requirements for operations and other capital requirements from funds we generated from operations.
Financial Condition The following table presents certain key measures of financial condition as of October 31, 2025 and 2024 (in thousands, except percentages): 2025 2024 Amount % Total Assets Amount % Total Assets Cash and cash equivalents $ 5,079 7.0 % $ 839 1.2 % Current assets 34,969 47.9 % 29,113 41.0 % Current liabilities 20,896 28.6 % 18,090 25.5 % Working capital 14,073 19.3 % 11,023 15.5 % Property and equipment, net 4,229 5.8 % 4,813 6.8 % Total assets 73,046 100.0 % 71,046 100.0 % Stockholders' equity 35,204 48.2 % 34,066 47.9 % Liquidity and Capital Resources Historically, we have been able to fund our liquidity and other capital requirements from funds we generated from operations.
Engineering expenses decreased by $0.4 million to $2.8 million for fiscal 2024 compared to $3.2 million in fiscal 2023. The decrease was primarily the result of advances in product development and other cost-savings initiatives. Engineering expenses represent costs incurred relating to the ongoing research and development of new products.
Engineering expenses increased by $0.2 million to $3.0 million for fiscal 2025 compared to $2.8 million in fiscal 2024. The increase was the result of routine increases in personnel-related costs and continued investment in product development. Engineering expenses represent costs incurred relating to the ongoing research and development of new products.
The RF Connector segment mostly sells standardized products regularly used by customers and, therefore, has a more stable revenue stream when compared to the Custom Cabling segment. The Custom Cabling segment mostly designs, manufactures, and sells customized cabling and wireless-related equipment under larger project-based purchase orders.
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. Our custom cabling products are more customized cabling and wire-related equipment under larger project-based purchase orders.
As of October 31, 2024, Microlab has a carrying value of $19.8 million, which includes $5.6 million in goodwill and $10.3 million in net amortizable intangible assets. 22 Valuation Allowance on Deferred Income Taxes We record a tax provision (benefit) for the anticipated tax consequences of the reported results of operations.
As of October 31, 2024, Microlab has a carrying value of $19.8 million, which includes $5.6 million in goodwill and $10.3 million in net amortizable intangible assets.
The fiscal 2024 effective tax rate differed from the statutory federal rate of 21% primarily as a result of the tax benefit from research and development tax credits, the change in valuation allowance and state taxes.
The fiscal 2025 effective tax rate differed from the statutory federal rate of 21% primarily as a result of the tax benefit from research and development tax credits, the change in valuation allowance and state taxes. 25 For fiscal 2025, net income was $0.1 million and fully diluted earnings per share was $0.01 as compared to a net loss of $6.6 million and fully diluted loss per share of $0.63 for fiscal 2024.
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. As of October 31, 2024, we had $19.5 million of backlog, compared to $16.1 million as of October 31, 2023.
As of October 31, 2025, we had working capital of $14.1 million and a current ratio of approximately 1.7:1 with current assets of $35.0 million and current liabilities of $20.9 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.
Our two reportable segments are the RF Connector and Cable Assembly (“RF Connector”) segment and the Custom Cabling Manufacturing and Assembly (“Custom Cabling”) segment – based upon this evaluation. The RF Connector segment was comprised of three divisions while the Custom Cabling segment was comprised of three divisions.
We previously aggregated our operating divisions into two reportable segments, the RF Connector and Cable Assembly (“RF Connector”) segment and the Custom Cabling Manufacturing and Assembly (“Custom Cabling”) segment.
We incurred one-time charges of $0.2 million relating to consulting spend, severance, and an inventory appraisal in fiscal 2024.
We incurred one-time charges of $1.0 million relating to severance and related legal expenses in fiscal 2025.
As of October 31, 2024, we also spent $0.7 million on capital expenditures, $13.2 million in BofA Term Loan payments, $0.5 million of debt issuance cost, and drew $7.2 million on EBC Revolving Loan Facility. Our goal to expand and grow our business both organically and through acquisitions may require material additional capital equipment.
As of October 31, 2025, we also spent $0.2 million on capital expenditures, repaid $0.4 million on the revolving credit facility with EBC, received $0.2 million in proceeds from the exercise of stock options and received $12,000 in proceeds from sales of fixed assets. 24 Our goal to expand and grow our business both organically and through acquisitions may require material additional capital equipment.
The increase in backlog relates primarily to the increase in Direct Air Cooling and small cell requirements. Since purchase orders are submitted from customers based on the timing of their requirements, our ability to predict orders in future periods or trends in future periods is limited.
Since purchase orders are submitted from customers based on the timing of their requirements, our ability to predict orders in future periods or trends in future periods is limited. Furthermore, purchase orders may be subject to cancellation from customers, although we have not historically experienced material cancellations of purchase orders.
Selling and general expenses decreased by $1.3 million to $18.9 million (29.2% of sales) compared to $20.2 million (28.0% of sales) in fiscal 2023 primarily due to a decrease in variable compensation related to commissions and bonuses, resulting from lower sales. We also realized cost savings from restructuring, coupled with reduced general office and IT expenses.
Selling and general expenses increased by $3.1 million to $22.0 million (27.3% of sales) compared to $18.9 million (29.2% of sales) in fiscal 2024 primarily due to an increase in variable compensation related to commissions as a result of higher sales, bonuses and investment in additional resources.
We intend to continue to pursue additional improvement and cost reduction measures, as well as organic growth in revenue and profitability. As of October 31, 2024, we had a total of $0.8 million of cash and cash equivalents compared to a total of $4.9 million of cash and cash equivalents as of October 31, 2023.
As of October 31, 2025, we had a total of $5.1 million of cash and cash equivalents compared to a total of $0.8 million of cash and cash equivalents as of October 31, 2024.
However, we have incurred operating losses in fiscal 2024. During this period, we have implemented certain cost-cutting measures to reduce our operating expenses and to help drive positive operating cash flow and increase liquidity. Our plan includes consolidating facilities and recognizing the related operating efficiencies and synergies in our production operations.
We generated operating income during fiscal 2025, as we saw sales continue to recover during the period. Further, the cost-cutting measures that were implemented to reduce our operating expenses and to help drive positive operating cash flow and increase liquidity have started to be realized.
Gross profit for fiscal 2024 decreased by $0.6 million to $18.9 million and gross margins increased to 29.1% of sales from 27.1% of sales in fiscal 2023. The decrease in gross profit was primarily a result of the decrease in sales, while gross margins increased due to product mix and other cost-savings initiatives.
Gross profit for fiscal 2025 increased by $7.8 million to $26.7 million and gross margins increased to 33.2% of sales from 29.1% of sales in fiscal 2024.
Net sales for fiscal 2024 at the Custom Cabling segment increased by $0.8 million, or 3.1%, to $27.0 million compared to $26.2 million in fiscal 2023, primarily due to an increase in small cell deployment and Direct Air Cooling applications.
The increase in net sales is attributable mainly to the integrated systems product offering, which increased by $8.6 million, or 41.0%, to $29.6 million compared to $21.0 million in fiscal 2024, primarily driven by an increase in small cell and thermal cooling offerings to our tier one customers.
For fiscal 2024, we recorded a pretax income for the Custom Cabling segment of $1.1 million and a pretax loss for the RF Connector segment of $3.7 million, as compared to $1.5 million loss and $1.5 million loss, respectively, for fiscal 2023.
For fiscal 2025, we recorded a pretax income of $0.8 million as compared to a $3.8 million loss for fiscal 2024, primarily due to increased gross margin through higher sales and product mix, increased operational efficiencies and the continued impact of our cost savings initiatives.
Removed
Finally, we compared the total of our estimates of all reporting units fair values to our total market capitalization to assess the reasonableness of our reporting units fair value.
Added
The Company determined that there were no events or circumstances as of October 31, 2025 that indicated that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount.
Removed
We aggregate our operating divisions into two reportable segments that have similar economic characteristics and are similar in the majority of the following areas: (1) the nature of the product and services; (2) the nature of the production process; (3) the type or class of customer for their products and services; (4) the methods used to distribute their products or services; and (5) if applicable, the nature of the regulatory environment.
Added
Since there was no indication that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company determined that a quantitative goodwill impairment test was not necessary. Based on the qualitative assessment performed, we concluded that there were no indicators of impairment as of October 31, 2025.
Removed
The six divisions that met the quantitative thresholds for segment reporting in the fiscal year ended October 31, 2024 were the RF Connector and Cable Assembly division, Cables Unlimited, Rel-Tech, C Enterprises, Schrofftech, and Microlab.
Added
Valuation Allowance on Deferred Income Taxes We record a tax provision for the anticipated tax consequences of the reported results of operations.
Removed
Revenues generated from the Custom Cabling segment were from the sale of fiber optics cable, copper cabling, custom patch cord assemblies, and wiring harnesses, which collectively accounted for 42% of the Company’s total sales, and revenues from the RF Connector segment were generated from the sales of RF connector products and cable assemblies and accounted for 58% of total sales for fiscal 2024.
Added
During the fourth quarter of fiscal 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.
Removed
As of October 31, 2024, we had working capital of $11.0 million and a current ratio of approximately 1.6:1 with current assets of $29.1 million and current liabilities of $18.1 million. The $12.5 million decrease in working capital is primarily the result of the change in debt classification resulting from the EBC Revolving Loan Facility.
Added
As a result of these changes, our previous RF Connector and Custom Cabling operating segments were combined into a single reportable segment. 23 Revenues generated from our interconnect products were 31% of the Company’s total sales for fiscal 2025, revenues from our custom cabling products were 32% of the Company’s total sales for fiscal 2025, and revenues from our integrated systems were 37% of total sales for fiscal 2025.
Removed
Furthermore, purchase orders may be subject to cancellation from customers, although we have not historically experienced material cancellations of purchase orders. As of October 31, 2024, we generated $3.2 million of cash in our operating activities.
Added
The integrated systems solutions are a blend of a standardized offering where we expect a more stable revenue stream with several more customized solutions that tend to be purchased in large project-based orders.
Removed
The cash usage was primarily due to the net loss of $6.6 million, the change in accounts receivable of $1.8 million resulting from a 16% increase in sales in Q4 2024 as compared to Q4 2023 and the change in accrued expenses of $0.3 million.
Added
These cost-cutting efforts included consolidating facilities and recognizing the related operating efficiencies and synergies in our production operations. We intend to continue to pursue additional continuous improvement and cost reduction measures, as well as organic growth in revenue and profitability.
Removed
The cash generated by other current assets represents $0.7 million, which primarily consists of $0.4 million of prepaid taxes and $0.3 million of prepaid expenses. We also recorded a non-cash item of $2.7 million from deferred income taxes.
Added
As of October 31, 2025, we had $15.5 million of backlog, compared to $19.5 million as of October 31, 2024. The decrease in backlog relates primarily to shipments made against orders in our integrated systems products, where we saw an increase in sales of approximately $8.6 million year over year.
Removed
The decrease in net sales is attributable to the RF Connector segment, which decreased by $8.0 million, or 17.4%, to $37.9 million compared to $45.9 million in fiscal 2023, primarily due to decreased sales to some of our distributor customers based on lower levels of inventory kept on hand in the channel, and the lower carrier capital expenditure environment, leading to fewer carrier DAS projects involving approved RF components.
Added
Our backlog may fluctuate from period to period based on customer demand, general business conditions and, in particular, the timing of project-based orders from large customers, which impacts our integrated systems offer.
Removed
The pretax income at the Custom Cabling segment was primarily due to the increase of Direct Air Cooling sales and margin along with cost saving initiatives realized throughout the year. The decrease in the pretax net income at the RF Connector segment was primarily due to the decrease in sales related to carrier DAS projects involving approved RF components.
Added
As of October 31, 2025, we generated $4.6 million of cash in our operating activities.
Removed
For fiscal 2024, net loss was $6.6 million and fully diluted loss per share was $0.63 as compared to a net loss of $3.1 million and fully diluted loss per share of $0.30 for fiscal 2023.
Added
The cash usage was primarily due to the change in accounts receivable of $2.8 million, the change in accounts payable of $0.7 million, right-of-use assets of $0.4 million, $54,000 tax payments on cancelled shares of restricted stock and $12,000 gain on disposal of fixed assets.
Added
Since our goal is to continue to expand our operations and accelerate our growth through future acquisitions, we may use some of our current capital resources to fund acquisitions we may undertake in the future.
Added
The custom cabling product offering also increased by $8.1 million, or 45.0% to $26.1 million, primarily driven by increased market penetration into the aerospace industry. Net sales of the interconnect product offering decreased by $0.9 million, or 3.5%, to $25.0 million compared to $25.9 million, primarily driven by lower customer demand for fiber applications.
Added
The increases in gross profit and gross margins were primarily driven by stronger overall revenue and a more favorable mix from our direct air cooling and small cell enclosure offerings and our diverse custom cabling product offerings into the aerospace and enterprise market.

Other RFIL 10-K year-over-year comparisons