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 October 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 December 10, 2025 – 9,777,647

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

TABLE OF CONTENTS

		Page No.
Part I. Financial Information:

Item 1 - Financial Statements:		3

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

Condensed Consolidated Statements of Operations – Three and Six Months Ended October 31, 2025 and 2024 (unaudited)		4

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

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

Notes to Condensed Consolidated Financial Statements (unaudited)		8-15

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations		16-22

Item 3 - Quantitative and Qualitative Disclosures About Market Risk		22

Item 4 - Controls and Procedures		22

Part II. Other Information:

Item 1A – Risk Factors		23

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		23

Item 5 – Other Information		24

Item 6 - Exhibits		24

Signatures		25

	October 31,			April 30,
	2025			2025
	(UNAUDITED)
ASSETS:
Current assets:
Cash and cash equivalents	$	2,992		$	4,720
Accounts receivable, net of allowances of $102 at October 31, 2025 and $110 at April 30, 2025		6,069			5,914
Contract assets		15,501			17,914
Inventories		24,682			23,487
Prepaid income taxes		226			-
Prepaid expenses and other		1,449			1,071
Total current assets		50,919			53,106
Property, plant, and equipment, net		6,601			6,188
Deferred taxes		12,153			12,045
Goodwill		617			617
Cash surrender value of life insurance and assets held in trust		11,404			10,882
Right-of-use assets – operating leases		8,302			8,659
Restricted cash		1,384			1,365
Other assets		875			875
Total assets	$	92,255		$	93,737

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable – trade	$	1,420		$	1,359
Accrued liabilities		5,022			5,899
Loss provision accrual		46			460
Income taxes payable		-			103
Operating lease liability - current portion		2,083			2,027
Contract liabilities		11,095			13,607
Total current liabilities		19,666			23,455
Deferred compensation		7,819			7,933
Operating lease liability – non-current portion		6,315			6,729
Total liabilities		33,800			38,117

Stockholders’ equity:
Preferred stock - $1.00 par value; authorized 600 shares, no shares issued		-			-
Common stock - $1.00 par value; authorized 20,000 shares, 9,818 shares issued and 9,773 shares outstanding at October 31, 2025; 9,717 shares issued and 9,704 shares outstanding at April 30, 2025		9,818			9,717
Additional paid-in capital		43,732			42,475
Retained earnings		6,094			3,659
Common stock reacquired and held in treasury - at cost (45 shares at October 31, 2025 and 13 shares at April 30, 2025)		(1,189	)		(231	)
Total stockholders’ equity		58,455			55,620
Total liabilities and stockholders’ equity	$	92,255		$	93,737

	Three Months Ended October 31,						Six Months Ended October 31,
	2025			2024			2025			2024
Condensed Consolidated Statements of Operations
Revenues	$	17,127		$	15,820		$	30,939		$	30,898
Cost of revenues		10,591			8,201			19,321			16,580
Gross margin		6,536			7,619			11,618			14,318
Selling and administrative expenses		3,623			3,388			7,207			6,234
Research and development expenses		1,199			1,613			2,332			3,101
Operating income		1,714			2,618			2,079			4,983

Other income (expense):
Income on investments		153			203			371			427
Interest expense		(22	)		(27	)		(46	)		(53	)
Other expense, net		(75	)		(1	)		(77	)		(1	)
Income before (benefit) provision for income taxes		1,770			2,793			2,327			5,356
(Benefit) provision for income taxes		(31	)		139			(108	)		272
Net income	$	1,801		$	2,654		$	2,435		$	5,084

Net income per common share:
Basic and diluted income per share	$	0.18		$	0.28		$	0.25		$	0.53

Weighted average shares outstanding:
Basic and diluted		9,760			9,585			9,741			9,562

					Additional				Treasury stock					Accumulated other
	Common stock				paid in		Retained		(at cost)					comprehensive
	Shares		Amount		capital		earnings		Shares		Amount			Income (loss)		Total
Balance at April 30, 2025		9,716,999	$	9,717	$	42,475	$	3,659		13,088	$	(231	)	$	-	$	55,620
Contribution of stock to 401(k) plan		12,405		12		269		-		-		-			-		281
Stock-based compensation expense		54,866		55		312		-		-		-			-		367
Shares withheld on employee taxes on vested equity awards		-		-		-		-		21,910		(583	)		-		(583	)
Net income		-		-		-		634		-		-			-		634
Balance at July 31, 2025		9,784,270	$	9,784	$	43,056	$	4,293		34,998	$	(814	)	$	-	$	56,319
Contribution of stock to 401(k) plan		6,768		7		223		-		-		-			-		230
Stock-based compensation expense		27,308		27		453		-		-		-			-		480
Shares withheld on employee taxes on vested equity awards		-		-		-		-		10,219		(375	)		-		(375	)
Net income		-		-		-		1,801		-		-			-		1,801
Balance at October 31, 2025		9,818,346	$	9,818	$	43,732	$	6,094		45,217	$	(1,189	)	$	-	$	58,455

	Periods ended October 31,
	Three months				Six months
	2025		2024		2025		2024
Weighted average shares outstanding:
Basic EPS shares outstanding (weighted average)		9,759,646		9,585,357		9,741,405		9,561,848
Effect of dilutive securities		**		**		**		**
Diluted EPS shares outstanding		9,759,646		9,585,357		9,741,405		9,561,848

	October 31, 2025		April 30, 2025
Raw materials and component parts	$	14,373	$	14,668
Work in progress		9,661		8,444
Finished goods		648		375
	$	24,682	$	23,487

	October 31, 2025		April 30, 2025
Assets
Right-of-use assets - operating leases	$	8,302	$	8,659

Liabilities
Operating lease liabilities, current portion		2,083		2,027
Operating lease liabilities, non-current portion		6,315		6,729
Total lease liabilities	$	8,398	$	8,756

Fiscal Year Ending April 30,
(in thousands)

Remainder of 2026	$	1,048
2027		2,064
2028		2,388
2029		2,535
2030		1,677
Thereafter		-
Total lease payments		9,712
Less imputed interest		(1,314	)
Present value of future lease payments		8,398
Less current obligations under leases		(2,083	)
Long-term lease obligations		6,315


Cost of revenues:
FEI-NY	$	6,919		$	5,907		$	13,866		$	12,494
FEI-Zyfer		4,176			2,742			6,266			4,689
Less intersegment cost of revenues		(504	)		(448	)		(811	)		(603	)
Consolidated cost of revenues	$	10,591		$	8,201		$	19,321		$	16,580


Research and development expenses:
FEI-NY	$	616	$	800	$	1,166	$	1,681
FEI-Zyfer		583		813		1,166		1,420
Consolidated research and development expenses	$	1,199	$	1,613	$	2,332	$	3,101


Operating income (loss):
FEI-NY	$	693		$	2,402		$	860		$	3,779
FEI-Zyfer		1,473			253			1,773			1,393
Less intersegment operating income		(228	)		164			(180	)		149
Corporate		(224	)		(201	)		(374	)		(338	)
Consolidated operating income	$	1,714		$	2,618		$	2,079		$	4,983

	Three Months Ended October 31,
	2025								2024
	POC Revenue		POT Revenue			Total Revenue			POC Revenue		POT Revenue			Total Revenue
FEI-NY	$	9,713	$	1,081		$	10,794		$	10,842	$	676		$	11,518
FEI-Zyfer		5,123		1,942			7,065			4,282		277			4,559
Less: intersegment		-		(732	)		(732	)		-		(257	)		(257	)
Revenue	$	14,836	$	2,291		$	17,127		$	15,124	$	696		$	15,820

	Six Months Ended October 31,
	2025								2024
	POC Revenue		POT Revenue			Total Revenue			POC Revenue		POT Revenue			Total Revenue
FEI-NY	$	19,462	$	1,686		$	21,148		$	21,349	$	1,145		$	22,494
FEI-Zyfer		7,804		2,979			10,783			8,283		548			8,831
Less: intersegment		-		(992	)		(992	)		-		(427	)		(427	)
Revenue	$	27,266	$	3,673		$	30,939		$	29,632	$	1,266		$	30,898

	Periods ended October 31,
	Three months				Six months
	2025		2024		2025		2024
Revenues by product line:
Satellite revenue	$	4,674	$	9,390	$	11,188	$	17,653
Government non-space revenue		11,893		5,839		18,752		12,110
Other commercial & industrial revenue		560		591		999		1,135
Consolidated revenues	$	17,127	$	15,820	$	30,939	$	30,898

	October 31, 2025			April 30, 2025
Balance at beginning of year	$	567		$	542
Warranty costs incurred		(130	)		(253	)
Product warranty accrual		120			278
Balance at end of year	$	557		$	567

	October 31, 2025			April 30, 2025
Identifiable assets:
FEI-NY	$	37,780		$	39,125
FEI-Zyfer		24,653			23,865
less intersegment balances		(320	)		(140	)
Corporate		30,142			30,887
Consolidated identifiable assets	$	92,255		$	93,737

Period	Total number of shares purchased (1) (2)		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
August 1 - 31, 2025		-		-		-	$	555,912
September 1 - 30, 2025		-		-		-	$	20,000,000
October 1 - 31, 2025		10,219	$	36.72		10,219	$	19,624,758
Total		10,219				10,219	$	19,624,758

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 October 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: December 15, 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)