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<SEC-DOCUMENT>0001144204-06-038238.txt : 20060913
<SEC-HEADER>0001144204-06-038238.hdr.sgml : 20060913
<ACCEPTANCE-DATETIME>20060913163021
ACCESSION NUMBER:		0001144204-06-038238
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060913
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060913
DATE AS OF CHANGE:		20060913

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			R F INDUSTRIES LTD
		CENTRAL INDEX KEY:			0000740664
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC CONNECTORS [3678]
		IRS NUMBER:				880168936
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-13301
		FILM NUMBER:		061088790

	BUSINESS ADDRESS:	
		STREET 1:		7610 MIRAMAR RD
		STREET 2:		BLDG 6000
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92126-2313
		BUSINESS PHONE:		8585496340

	MAIL ADDRESS:	
		STREET 1:		7620 MIRAMAR RD #4100
		STREET 2:		7620 MIRAMAR RD #4100
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92126-4202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CELLTRONICS INC
		DATE OF NAME CHANGE:	19910204
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>v052681_8-k.txt
<TEXT>
                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549



                                      FORM 8-K
                                   CURRENT REPORT
                        PURSUANT TO SECTION 13 OR 15 (d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934


       Date Of Report: (Date of earliest event reported) September 13, 2006


                                  RF INDUSTRIES, LTD.
                   (Name of small business issuer in its charter)


          Nevada                        0-13301                  88-0168936
(State or Other Jurisdiction     (Commission File Number)     (I.R.S. Employer
    of Incorporation)                                        Identification No.)



                            7610 Miramar Road, Bldg. 6000,
                           San Diego, California 92126-4202
                       (Address of Principal Executive Offices)

                                    (858) 549-6340
                             (Registrant's Telephone Number)


                             -------------------------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b)
      under the Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c)
       under the Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 2.02 Results of Operations and Financial Condition

         On September 13, 2006, the Registrant issued a press release announcing
its financial results for the third fiscal quarter of fiscal year ending October
31, 2006. A copy of the press release is attached to this Form 8-K as Exhibit
99.1 and is incorporated herein by reference.

         The information in Item 2.02 of this Form 8-K is being furnished and
shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that Section.

Item 9.01         Financial Statements and Exhibits.


               (c) Exhibits.

  Exhibit No.       Description
  -----------       -----------

  99.1              Press Release dated September 13, 2006 announcing to
                    the financial results for the third quarter of the
                    fiscal year ending October 31, 2006.



                                SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

September 13, 2006



                                              By: /s/ Howard Hill
                                              -------------------
                                              Howard Hill
                                              President, Chief Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v062681_ex99-1.txt
<TEXT>

RF INDUSTRIES, LTD.                                       For Immediate Release
RF Connectors/Aviel/Neulink/Bioconnect

Investor Contact:                                              Company Contact:
Neil Berkman Associates                                        Howard F. Hill
(310) 826 - 5051                                               President/CEO
info@berkmanassociates.com                                     (858) 549-6340



                RF Industries' Reports Record Third Quarter Sales


                     Sales Jump 20% to Record $3.9 Million;
        Net Income Increases 110% to $407,000, or $0.11 Per Diluted Share


            SAN DIEGO, CA -- September 13, 2006 -- RF INDUSTRIES, LTD.,
      (NASDAQ:RFIL) today announced record sales for the third quarter of fiscal
      2006.

            For the three months ended July 31, 2006, net sales jumped 20% to a
      record $3,920,000 and net income increased 110% to $407,000, or $0.11 per
      diluted share. In the same quarter last year, net sales set a third
      quarter record $3,277,000 and net income was $194,000, or $0.05 per
      diluted share.

            For the nine months ended July 31, 2006, net sales increased 14% to
      a record 11,064,000 and net income increased 89% to $1,067,000, or $0.29
      per diluted share. In the same period last year, net sales were
      $9,723,000, and net income was $564,000, or $.15 per diluted share.

            "Third quarter results set records at the RF Connector and Cable
      Assembly Division and at Bioconnect, with sales increasing 12% to over
      $3,000,000 and 89% to $315,000, respectively", said Howard Hill, president
      of RF Industries. "Profitability improved at both of these businesses.
      Aviel and Neulink also posted higher quarterly sales and improved
      operating results for the quarter. RFI's record net income benefited from
      strong sales of new connector and cable products, selective price
      increases, and a reduction in selling and administrative expenses, as a
      percent of sales, for the third quarter and nine months to date.

            "Our Neulink Telemetry Division recently received and shipped a
      $77,000 order for modified models of its flagship NL6000 wireless modem to
      Lockheed Martin, the nation's largest defense contractor. A similar
      follow-on order is anticipated in fiscal 2007 and we are working closely
      with this customer to pursue additional applications for NL6000 wireless
      modems which, if successful, could significantly benefit Neulink's sales
      in the coming year."

            Third quarter gross margin improved to 49% of sales compared to 45%
      of sales in the third quarter last year. Tighter cost and expense controls
      instituted in the second quarter of fiscal 2006 helped reduce third
      quarter selling and general expenses to 29% from 32% of sales in the third
      quarter last year. For the nine months, selling and general expenses
      declined to 29% from 33% of sales for the same period of fiscal 2005. "We
      expect that RFI's profitability will continue to benefit from these
      reduced expense levels in the current quarter and throughout fiscal 2007",
      said Hill.

                                     (more)


<PAGE>


RF Industries' Reports Record Third Quarter Sales
September 13, 2006
Page Two


      At July 31, 2006, RFI reported cash and cash equivalents of $3,565,000 and
investments in available-for-sale securities of $3,667,000, for a total of
$7,232,000 in liquid and short-term near-liquid resources, working capital of
$12,036,000, a 9 to 1 current ratio, no long-term debt and stockholders' equity
of $12,744,000 or $3.97 per share.

      RFI's RF Connectors division designs and distributes radio frequency (RF)
coaxial connectors and cable assemblies used for Wi-Fi, PCS, radio, test
instruments, computer networks and antenna devices. Aviel Electronics provides
custom microwave, and RF Connector solutions to aerospace, OEM and Government
agencies. Neulink designs and markets wireless digital data transmission
products for industrial monitoring, wide area networks, GPS tracking and
locations systems. RFI's Bioconnect operation designs, manufactures and
distributes specialized electrical cabling and interconnect products to the
medical monitoring market.

The statements contained in this release which are not historical facts may be
deemed to contain forward-looking statements with respect to events, the
occurrence of which involve risks and uncertainties, including, without
limitation, uncertainties detailed in the Company's Securities and Exchange
Commission filings.


                                    * * * * *


<PAGE>


                               RF INDUSTRIES, LTD.
                         CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                  Three Months Ended               Nine Months Ended
                                                       July 31,                        July 31,
                                             ---------------------------     ---------------------------
                                                 2006            2005            2006            2005
                                             -----------     -----------     -----------     -----------
<S>                                          <C>             <C>             <C>             <C>
Net sales                                    $ 3,920,233     $ 3,276,581     $11,064,465     $ 9,722,605

Cost of sales                                  1,989,226       1,792,903       5,781,047       5,262,214
                                             -----------     -----------     -----------     -----------

     Gross profit                              1,931,007       1,483,678       5,283,418       4,460,391

Operating expenses:
  Engineering                                    118,712         131,214         398,875         391,857
  Selling and general                          1,131,938       1,041,293       3,182,084       3,169,348
                                             -----------     -----------     -----------     -----------

     Total expenses                            1,250,650       1,172,507       3,580,959       3,561,205
                                             -----------     -----------     -----------     -----------

Operating income                                 680,357         311,171       1,702,459         899,186

Other income - interest                           76,291          18,462         182,374          56,798
                                             -----------     -----------     -----------     -----------

Income before provision for income taxes         756,648         329,633       1,884,833         955,984

Provision for income taxes                       349,164         135,290         817,464         392,040
                                             -----------     -----------     -----------     -----------

Net income                                   $   407,484     $   194,343     $ 1,067,369     $   563,944
                                             ===========     ===========     ===========     ===========

Earnings per share:
  Basic                                      $      0.13     $      0.06     $      0.34     $      0.19
                                             ===========     ===========     ===========     ===========

  Diluted                                    $      0.11     $      0.05     $      0.29     $      0.15
                                             ===========     ===========     ===========     ===========

Weighted average shares outstanding
  Basic                                        3,209,484       3,062,396       3,171,260       3,039,243
                                             ===========     ===========     ===========     ===========

  Diluted                                      3,723,927       3,782,733       3,694,522       3,804,324
                                             ===========     ===========     ===========     ===========
</TABLE>

<PAGE>


                               RF INDUSTRIES, LTD.
                            CONDENSED BALANCE SHEETS
                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  July 31,  October 31,
                                     ASSETS                         2006        2005
                                                                  -------     -------
<S>                                                               <C>         <C>
CURRENT ASSETS:
  Cash and cash equivalents                                       $ 3,565     $ 4,507
  Investment in available-for-sale securities                       3,667          --
  Trade accounts receivable, net                                    1,771       1,891
  Notes receivable                                                     --           2
  Inventories                                                       4,161       4,181
  Income tax refund receivable                                         --         306
  Other current assets                                                157          97
  Deferred tax assets                                                 207         136
                                                                  -------     -------

     TOTAL CURRENT ASSETS                                          13,528      11,120

Property, and equipment, net                                          413         466
Goodwill                                                              201         201
Amortizable intangible asset                                           83         113
Notes receivable from related parties                                  --          30
Note receivable from stockholder                                       67          67
Other assets                                                           28          28
                                                                  -------     -------

     TOTAL ASSETS                                                 $14,320     $12,025
                                                                  =======     =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                $   551     $   335
  Accrued expenses                                                    941         378
                                                                  -------     -------

     TOTAL CURRENT LIABILITIES                                      1,492         713

Deferred tax liabilities                                               84         106
                                                                  -------     -------

     TOTAL LIABILITIES                                              1,576         819
                                                                  -------     -------

STOCKHOLDERS' EQUITY
  Common stock - authorized 10,000,000 shares,
    3,209,484 and 3,082,521 shares issued and outstanding              32          31
  Additional paid-in capital                                        4,321       3,873
                                                                  -------     -------
  Net unrealized gain on available-for-sale securities                 21          --
  Retained earnings                                                 8,370       7,302
                                                                  -------     -------

     TOTAL STOCKHOLDERS' EQUITY                                    12,744      11,206
                                                                  -------     -------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $14,320     $12,025
                                                                  =======     =======
</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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