UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended January 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 1-8061

FREQUENCY ELECTRONICS, INC.

(Exact name of Registrant as specified in its charter)

Delaware		11-1986657
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

55 CHARLES LINDBERGH BLVD., MITCHEL FIELD, NY		11553
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 516-794-4500

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock (par value $1.00 per share)		FEIM		NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of registrant’s Common Stock, par value $1.00 per share, as of March 13, 2025 – 9,676,513

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

TABLE OF CONTENTS

		Page No.
Part I. Financial Information:

Item 1 - Financial Statements:		3

Condensed Consolidated Balance Sheets – January 31, 2025 (unaudited) and April 30, 2024		3

Condensed Consolidated Statements of Operations and Comprehensive Income – Three and Nine Months Ended January 31, 2025 and 2024 (unaudited)		4

Condensed Consolidated Statements of Cash Flows Nine Months ended January 31, 2025 and 2024 (unaudited)		5

Condensed Consolidated Statements of Changes in Stockholders’ Equity – Three and Nine Months Ended January 31, 2025 and 2024 (unaudited)		6-7

Notes to Condensed Consolidated Financial Statements (unaudited)		8-13

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations		14-19

Item 3 - Quantitative and Qualitative Disclosures About Market Risk		19

Item 4 - Controls and Procedures		19-20

Part II. Other Information:

Item 1A – Risk Factors		21
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 5 – Other Information		21
Item 6 - Exhibits		21

Signatures		22

	January 31,			April 30,
	2025			2024
	(UNAUDITED)
ASSETS:
Current assets:
Cash and cash equivalents	$	5,516		$	18,320
Accounts receivable, net of allowances of $110 at January 31, 2025 and April 30, 2024		3,872			4,614
Contract assets		14,009			10,523
Inventories		25,412			23,431
Prepaid income taxes		46			37
Prepaid expenses and other		1,293			1,196
Total current assets		50,148			58,121
Property, plant, and equipment, net		6,144			6,438
Goodwill		617			617
Cash surrender value of life insurance		10,526			10,221
Deferred taxes		11,836			-
Right-of-use assets – operating leases		4,926			6,036
Restricted cash		1,355			945
Other assets		875			875
Total assets	$	86,427		$	83,253

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	1,217		$	2,348
Accrued liabilities		5,011			4,765
Loss provision accrual		207			404
Operating lease liability - current portion		1,209			1,640
Contract liabilities		15,218			21,639
Total current liabilities		22,862			30,796
Deferred compensation		7,943			8,088
Deferred taxes		-			8
Operating lease liability – non-current portion		3,787			4,545
Total liabilities		34,592			43,437

Stockholders’ equity:
Preferred stock - $1.00 par value; authorized 600 shares, no shares issued		-			-
Common stock - $1.00 par value; authorized 20,000 shares, 9,697 shares issued and 9,675 shares outstanding at January 31, 2025; 9,512 shares issued and 9,511 shares outstanding at April 30, 2024		9,697			9,512
Additional paid-in capital		42,026			50,334
Retained earnings (accumulated deficit)		462			(20,027	)
Common stock reacquired and held in treasury - at cost (22 shares at January 31, 2025 and 1 share at April 30, 2024)		(350	)		(3	)
Total stockholders’ equity		51,835			39,816
Total liabilities and stockholders’ equity	$	86,427		$	83,253

	Three Months Ended January 31,						Nine Months Ended January 31,
	2025			2024			2025			2024
Condensed Consolidated Statements of Operations
Revenues	$	18,927		$	13,714		$	49,825		$	39,698
Cost of revenues		10,642			10,610			27,222			27,396
Gross margin		8,285			3,104			22,603			12,302
Selling and administrative expenses		3,380			2,619			9,614			7,473
Research and development expenses		1,436			958			4,536			2,304
Operating income (loss)		3,469			(473	)		8,453			2,525

Other income (expense):
Investment income		138			636			564			549
Interest expense		(26	)		(27	)		(79	)		(86	)
Other expense, net		-			-			(1	)		-
Income before (benefit) provision for income taxes		3,581			136			8,937			2,988
(Benefit) provision for income taxes		(11,824	)		6			(11,552	)		19
Net income	$	15,405		$	130		$	20,489		$	2,969

Net income per common share:
Basic income per share	$	1.60		$	0.01		$	2.14		$	0.32
Diluted income per share	$	1.60		$	0.01		$	2.14		$	0.32

Weighted average shares outstanding:
Basic		9,632			9,440			9,585			9,408
Diluted		9,632			9,440			9,589			9,408

	Common Stock				Additional paid in			Retained earnings (accumulated			Treasury stock (at cost)						Accumulated other comprehensive Income
	Shares		Amount		capital			deficit)			Shares			Amount			(loss)		Total
Balance at April 30, 2024		9,511,560	$	9,512	$	50,334		$	(20,027	)		741		$	(3	)	$	-	$	39,816
Contribution of stock to 401(k) plan		26,457		26		215			-			-			-			-		241
Stock-based compensation expense		27,815		28		316			-			-			-			-		344
Shares withheld on employee taxes on vested equity awards		-		-		-			-			4,569			(62	)		-		(62	)
Exercise of stock options and stock appreciation rights - net of shares tendered for exercise price		1,819		2		(2	)		-			-			-			-		-
Dividends payable		-		-		(9,567	)		-			-			-			-		(9,567	)
Net income		-		-		-			2,430			-			-			-		2,430
Balance at July 31, 2024		9,567,651	$	9,568	$	41,296		$	(17,597	)		5,310		$	(65	)	$	-		33,202
Contribution of stock to 401(k) plan		17,577		17		195			-			-			-			-		212
Stock-based compensation expense		32,127		32		192			-			-			-			-		224
Shares withheld on employee taxes on vested equity awards		-		-		-			-			7,893			(100	)		-		(100	)
Dividends payable		-		-		9,567			-			-			-			-		9,567
Dividends paid		-		-		(9,567	)		-			-			-			-		(9,567	)
Net income		-		-		-			2,654			-			-			-		2,654
Balance at October 31, 2024		9,617,355	$	9,617	$	41,683		$	(14,943	)		13,203		$	(165	)	$	-	$	36,192
Contribution of stock to 401(k) plan		7,850		8		137			-			-			-			-		145
Stock-based compensation expense		72,003		72		236			-			-			-			-		308
Shares withheld on employee taxes on vested equity awards		-		-		-			-			11,802			(215	)		-		(215	)
Exercise of stock options and stock appreciation rights - net of shares tendered for exercise price		-		-		(30	)		-			(2,737	)		30			-		-
Net income		-		-		-			15,405			-			-			-		15,405
Balance at January 31, 2025		9,697,208	$	9,697	$	42,026		$	462			22,268		$	(350	)	$	-	$	51,835

	Common Stock				Additional paid in		Accumulated			Treasury stock (at cost)					Accumulated other comprehensive Income
	Shares		Amount		capital		Deficit			Shares		Amount			(loss)		Total
Balance at April 30, 2023		9,373,776	$	9,374	$	49,136	$	(25,621	)		741	$	(3	)	$	-	$	32,886
Contribution of stock to 401(k) plan		17,013		17		96		-			-		-			-		113
Stock-based compensation expense		-		-		128		-			-		-			-		128
Net income		-		-		-		2,042			-		-			-		2,042
Balance at July 31, 2023		9,390,789	$	9,391	$	49,360	$	(23,579	)		741	$	(3	)	$	-	$	35,169
Contribution of stock to 401(k) plan		12,885		13		75		-			-		-			-		88
Stock-based compensation expense		750		1		201		-			-		-			-		202
Net income		-		-		-		797			-		-			-		797
Balance at October 31, 2023		9,404,424	$	9,405	$	49,636	$	(22,782	)		741	$	(3	)	$	-	$	36,256
Contribution of stock to 401(k) plan		5,364		5		55		-			-		-			-		60
Stock-based compensation expense		77,272		77		150		-			-		-			-		227
Net income		-		-		-		130			-		-			-		130
Balance at January 31, 2024		9,487,060	$	9,487	$	49,841	$	(22,652	)		741	$	(3	)	$	-	$	36,673

	Periods ended January 31,
	Three months				Nine months
	2025		2024		2025		2024
Weighted average shares outstanding:
Basic EPS Shares outstanding (weighted average)		9,632,309		9,439,939		9,585,330		9,407,789
Effect of Dilutive Securities		**		**		3,496		**
Diluted EPS Shares outstanding		9,632,309		9,439,939		9,588,826		9,407,789

	January 31, 2025		April 30, 2024
Raw materials and component parts	$	15,379	$	14,939
Work in progress		9,577		8,035
Finished goods		456		457
	$	25,412	$	23,431

	January 31, 2025		April 30, 2024
Assets
Operating lease ROU assets	$	4,926	$	6,036

Liabilities
Operating lease liabilities (short-term)		1,209		1,640
Operating lease liabilities (long-term)		3,787		4,545
Total lease liabilities	$	4,996	$	6,185

Fiscal Year Ending April 30,
(in thousands)
Remainder of 2025	$	230
2026		1,362
2027		964
2028		1,262
2029		1,389
Thereafter		587
Total lease payments		5,794
Less imputed interest		(798	)
Present value of future lease payments		4,996
Less current obligations under leases		(1,209	)
Long-term lease obligations	$	3,787

	Periods ended January 31,
	Three months						Nine months
	2025			2024			2025			2024
Revenues:
FEI-NY	$	14,463		$	11,610		$	36,984		$	30,372
FEI-Zyfer		5,027			3,403			13,858			11,426
less intersegment revenues		(563	)		(1,299	)		(1,017	)		(2,100	)
Consolidated revenues	$	18,927		$	13,714		$	49,825		$	39,698

Operating income (loss):
FEI-NY	$	3,546		$	762		$	7,326		$	2,012
FEI-Zyfer		96			(1,170	)		1,489			993
less intersegment revenues		(34	)		(23	)		115			(164	)
Corporate		(139	)		(42	)		(477	)		(316	)
Consolidated operating income (loss)	$	3,469		$	(473	)	$	8,453		$	2,525

	January 31, 2025			April 30, 2024
Identifiable assets:
FEI-NY	$	37,784		$	36,512
FEI-Zyfer		17,646			15,696
less intersegment balances		(122	)		(237	)
Corporate		31,119			31,282
Consolidated identifiable assets	$	86,427		$	83,253

	Three Months Ended January 31,
	2025								2024
	POC		POT			Total			POC		POT			Total
	Revenue		Revenue			Revenue			Revenue		Revenue			Revenue
FEI-NY	$	13,596	$	867		$	14,463		$	9,687	$	1,923		$	11,610
FEI-Zyfer		4,055		972			5,027			3,260		143			3,403
Intersegment		-		(563	)		(563	)		-		(1,299	)		(1,299	)
Revenue	$	17,651	$	1,276		$	18,927		$	12,947	$	767		$	13,714

	Nine Months Ended January 31,
	2025								2024
	POC		POT			Total			POC		POT			Total
	Revenue		Revenue			Revenue			Revenue		Revenue			Revenue
FEI-NY	$	34,945	$	2,039		$	36,984		$	26,256	$	4,116		$	30,372
FEI-Zyfer		12,338		1,520			13,858			10,709		717			11,426
Intersegment		-		(1,017	)		(1,017	)		-		(2,100	)		(2,100	)
Revenue	$	47,283	$	2,542		$	49,825		$	36,965	$	2,733		$	39,698

	Periods ended January 31,
	Three months				Nine months
	2025		2024		2025		2024
Revenues by product line:
Satellite revenue	$	11,190	$	6,805	$	28,843	$	16,328
Government non-space revenue		7,370		5,988		19,507		21,068
Other commercial & industrial revenue		367		921		1,475		2,302
Consolidated revenues	$	18,927	$	13,714	$	49,825	$	39,698

	Three months						Nine months
	Periods ended January 31,
	2025			2024			2025			2024
Revenues
FEI-NY		76.4	%		84.7	%		74.2	%		76.5	%
FEI-Zyfer		26.6			24.8			27.8			28.8
Less intersegment revenues		(3.0	)		(9.5	)		(2.0	)		(5.3	)
		100.0			100.0			100.0			100.0
Cost of revenues		56.2			77.4			54.6			69.0
Gross margin		43.8			22.6			45.4			31.0
Selling and administrative expenses		17.9			19.1			19.3			18.8
Research and development expenses		7.6			7.0			9.1			5.8
Operating income (loss)		18.3			(3.5	)		17.0			6.4
Other income, net		0.6			4.4			0.9			1.2
(Benefit) provision for income taxes		(62.5	)		-			(23.2	)		-
Net income		81.4	%		0.9	%		41.1	%		7.6	%

Period	Total number of shares purchased (1)		Average price paid per share		Total number of shares purchased as part of the publicly announced plan or program		Approximate dollar value of shares that may yet be purchased under the plan or program
November 1 - 30, 2024		322		12.67		322	$	1,350,172
December 1 - 31, 2024		-		-		-	$	1,350,172
January 1 - 31, 2025		11,480	$	18.42		11,480	$	1,138,718
Total		11,802				11,802	$	1,138,718

31.1 -		Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 -		Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 -		Certifications by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101-		The following materials from the Frequency Electronics, Inc. Quarterly Report on Form 10-Q for the quarter ended January 31, 2025 formatted in eXtensible Business Reporting Language (XBRL): (i) Cover Page, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Changes in Stockholders’ Equity and (vi) Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within Inline XBRL document.

104-		Cover Page Interaction Data File (formatted as inline XBRL and contained in Exhibit 101).

	FREQUENCY ELECTRONICS, INC.
Dated: March 17, 2025
	By:	/s/ Thomas McClelland
		Thomas McClelland
		President and Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Steven L. Bernstein
		Steven L. Bernstein
		Chief Financial Officer, Secretary and Treasurer
		(Principal Financial and Accounting Officer)