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 July 31, 2026

☐ 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 September 8, 2026 – 11,273,287

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

TABLE OF CONTENTS

		Page No.
Part I. Financial Information:

Item 1 - Financial Statements:		1

Condensed Consolidated Balance Sheets – July 31, 2026 (unaudited) and April 30, 2026		1

Condensed Consolidated Statements of Operations – Three Months Ended July 31, 2026 and 2025 (unaudited)		2

Condensed Consolidated Statements of Cash Flows – Three Months Ended July 31, 2026 and 2025 (unaudited)		3

Condensed Consolidated Statements of Changes in Stockholders’ Equity – Three Months Ended July 31, 2026 and 2025 (unaudited)		4

Notes to Condensed Consolidated Financial Statements (unaudited)		5-13

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		20

Item 4 - Controls and Procedures		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		22

Item 6 - Exhibits		22

Signatures		23

	July 31,			April 30,
	2026			2026
	(UNAUDITED)
ASSETS:
Current assets:
Cash and cash equivalents	$	61,407		$	1,603
Accounts receivable, net of allowances of $39 at July 31, 2026 and at April 30, 2026		6,224			4,637
Contract assets		19,637			17,277
Inventories		22,206			22,618
Prepaid income taxes		85			221
Prepaid expenses and other		1,493			1,620
Total current assets		111,052			47,976
Property, plant, and equipment, net		7,661			7,105
Deferred taxes		13,219			14,084
Goodwill		218			218
Cash surrender value of life insurance and assets held in trust		11,797			11,744
Right-of-use assets – operating leases		6,953			7,409
Restricted cash		1,338			1,331
Other assets		1,339			839
Total assets	$	153,577		$	90,706

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable – trade	$	1,593		$	2,979
Accrued liabilities		6,005			6,482
Loss provision accrual		14			103
Operating lease liability, current portion		1,679			2,002
Contract liabilities		11,519			9,418
Total current liabilities		20,810			20,984
Deferred compensation		7,617			7,664
Operating lease liability, non-current portion		5,283			5,648
Other liabilities		30			7
Total liabilities		33,740			34,303

Stockholders’ equity:
Preferred stock - $1.00 par value; authorized 600 shares, no shares issued and outstanding		-			-
Common stock - $1.00 par value; authorized 20,000 shares, 11,017 shares issued and 10,961 shares outstanding at July 31, 2026; 9,925 shares issued and 9,869 shares outstanding at April 30, 2026		11,017			9,925
Additional paid-in capital		103,632			45,506

Retained earnings		6,972			2,756

Common stock reacquired and held in treasury - at cost (56 shares at July 31, 2026 and at April 30, 2026)		(1,784	)		(1,784	)
Total stockholders’ equity		119,837			56,403
Total liabilities and stockholders’ equity	$	153,577		$	90,706

	Three Months Ended July 31,
	2026			2025
Consolidated Statements of Operations
Revenues	$	23,451		$	13,812
Cost of revenues		12,701			8,730
Gross margin		10,750			5,082
Selling, general, and administrative expenses		4,105			3,585
Research and development expenses		1,445			1,133
Operating income		5,200			364

Other income (expense):
Income on investments		61			218
Interest expense		(19	)		(23	)
Other expense, net		-			(2	)
Income before provision (benefit) for income taxes		5,242			557
Provision (benefit) for income taxes		1,026			(77	)
Net income	$	4,216		$	634

Net income per common share:
Basic and diluted income per share	$	0.41		$	0.07

Weighted average shares outstanding:
Basic and diluted		10,232			9,723

	Three Months Ended July 31,
	2026			2025
Cash flows from operating activities:
Net income	$	4,216		$	634
Non-cash charges to earnings		2,508			1,809
Net changes in operating assets and liabilities		(4,102	)		(1,282	)
Net cash provided by operating activities		2,622			1,161

Cash flows from investing activities:
Purchase of fixed assets		(844	)		(776	)
Acquisition of equity method investment		(100	)		-
Net cash used in investing activities		(944	)		(776	)

Cash flows from financing activities:
Purchase of treasury stock		-			(583	)
Payments for public offering issuance costs		(617	)
Proceeds from public offering, net		58,750			-
Net cash provided by (used in) financing activities		58,133			(583	)

Net increase (decrease) in cash and cash equivalents and restricted cash		59,811			(198	)

Cash and cash equivalents and restricted cash at beginning of period		2,934			6,085

Cash and cash equivalents and restricted cash at end of period	$	62,745		$	5,887

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	19		$	23
Income Taxes	$	2		$	-
Non-cash investing and financing activities:
Acquisition of an equity method investment through the incurrence of a liability	$	400		$	-

					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, 2026		9,924,695	$	9,925	$	45,506	$	2,756		55,827	$	(1,784	)	$	-	$	56,403
Contribution of stock to 401(k) plan		5,303		5		347		-		-		-			-		352
Stock-based compensation expense		-		-		733		-		-		-			-		733
Issuance of common stock from public offering, net		1,086,957		1,087		57,046											58,133
Net income		-		-		-		4,216		-		-			-		4,216
Balance at July 31, 2026		11,016,955	$	11,017	$	103,632	$	6,972		55,827	$	(1,784	)	$	-	$	119,837

	July 31, 2026			April 30, 2026			April 30, 2025

Contract assets	$	19,637		$	17,277		$	17,914
Contract liabilities	$	(11,519	)	$	(9,418	)	$	(13,607	)
Accounts receivable, net	$	6,224		$	4,637		$	5,914

	July 31, 2026		April 30, 2026
Raw materials and component parts	$	14,109	$	13,026
Work in progress		7,659		9,205
Finished goods		438		387
	$	22,206	$	22,618

	July 31, 2026		April 30, 2026
Assets
Right-of-use assets - operating leases	$	6,953	$	7,409

Liabilities
Operating lease liabilities, current portion		1,679		2,002
Operating lease liabilities, non-current portion		5,283		5,648
Total lease liabilities	$	6,962	$	7,650

Fiscal Year Ending April 30,
(in thousands)

Remainder of 2027	$	1,248
2028		2,388
2029		2,535
2030		1,658
2031		45
Thereafter		-
Total lease payments		7,874
Less imputed interest		(912	)
Present value of future lease payments		6,962
Less current obligations under leases		(1,679	)
Long-term lease obligations		5,283

Cost of revenues:
FEI-NY	$	9,297		$	6,947
FEI-Zyfer		4,668			2,091
Less intersegment cost of revenues		(1,264	)		(308	)
Consolidated cost of revenues	$	12,701		$	8,730

Research and development expenses:
FEI-NY	$	1,125	$	550
FEI-Zyfer		320		583
Consolidated research and development expenses	$	1,445	$	1,133

	Three Months Ended July 31,
	2026								2025
	POC Revenue		POT Revenue			Total Revenue			POC Revenue		POT Revenue			Total Revenue
FEI-NY	$	16,203	$	1,391		$	17,594		$	9,748	$	606		$	10,354
FEI-Zyfer		6,395		562			6,957			2,680		1,038			3,718
Intersegment		(174)		(926	)		(1,100	)		-		(260	)		(260	)
Revenue	$	22,424	$	1,027		$	23,451		$	12,428	$	1,384		$	13,812

	Three Months Ended July 31,
	2026		2025
Revenues by product line:
Satellite revenue	$	11,780	$	6,514
Government non-space revenue		11,066		6,859
Other commercial & industrial revenue		605		439
Consolidated revenues	$	23,451	$	13,812

	Three months ended July 31,
	(in thousands)
Segment	2026			2025			Change
FEI-NY	$	17,594		$	10,354		$	7,240		69.9	%
FEI-Zyfer		6,957			3,718			3,239		87.1
Intersegment revenues		(1,100	)		(260	)		(840	)	323.1
	$	23,451		$	13,812		$	9,639		69.8	%

	Three Months ended July 31,
Effective tax rate on pre-tax book income:	2026			2025
		19.6	%		-13.9	%

Operating income:
FEI-NY	$	4,264		$	166
FEI-Zyfer		972			300
Less intersegment margin		164			48
Corporate		(200	)		(150	)
Consolidated operating income	$	5,200		$	364

	July 31, 2026			April 30, 2026
Identifiable assets:
FEI-NY	$	36,988		$	40,849
FEI-Zyfer		26,865			23,759
Less intersegment balances		(649	)		(814	)
Corporate		90,373			26,912
Consolidated identifiable assets	$	153,577		$	90,706

	Three months ended			Fiscal year ended
	July 31, 2026			April 30, 2026
Balance at beginning of period	$	517		$	567
Warranty costs incurred		21			(438	)
Product warranty accrual		(98	)		388
Balance at end of period	$	440		$	517

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
May 1 - 31, 2026		-	$	-		-	$	19,009,026
June 1 - 30, 2026		-		-		-	$	19,009,026
July 1 - 31, 2026		-	$	-		-	$	19,009,026
Total		-				-	$	19,009,026

10.1 -		Credit Agreement dated June 12, 2026, by and among the Company, as borrower, FEI-Zyfer, Inc., as subsidiary guarantor, and JPMorgan Chase Bank, N.A., as the Lender (Filed with the SEC as Exhibit 10.1 to a current report of the Registrant on Form 8-K, File No. 1-8061, on June 12, 2026, which exhibit is incorporated herein by reference).

10.2 -		Pledge and Security Agreement dated June 12, 2026, by and among the Company, as borrower, FEI-Zyfer, Inc., as subsidiary guarantor, and JPMorgan Chase Bank, N.A., as the Lender (Filed with the SEC as Exhibit 10.2 to a current report of the Registrant on Form 8-K, File No. 1-8061, on June 12, 2026, which exhibit is incorporated herein by reference).

[10.3 -		Form of Restricted Stock Unit Award Agreement]

[10.4 -		Form of Performance Stock Unit Award Agreement]

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 July 31, 2026 formatted in eXtensible Business Reporting Language (XBRL): (i) Cover Page, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Operations, (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 Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

	FREQUENCY ELECTRONICS, INC.
Dated: September 14, 2026
	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)