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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):
March 11, 2026
Frequency Electronics, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware | |
1-8061 | |
11-1986657 |
(State or Other Jurisdiction of
Incorporation) | |
(Commission File Number) | |
(IRS Employer Identification
Number) |
55 Charles Lindbergh Blvd.,
Mitchel Field, New York 11553
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (516) 794-4500
(Former name or former address, if changed
since last report): Not Applicable
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 (see General Instruction
A.2. below):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | |
Trading Symbol(s) | |
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 is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On March 11, 2026, Frequency Electronics, Inc.
(the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter
ended January 31, 2026. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein
by reference.
In accordance with General Instruction B.2 of Form
8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into
any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in such filing or document.
Item 9.01. Financial Statements and Exhibits.
| |
99.1 |
Press release issued on March 11, 2026, by the Company announcing its financial results for the quarter ended January 31, 2026 |
| |
|
|
| |
104 |
Cover Page Interactive Data File (formatted in Inline XBRL) |
SIGNATURE
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.
| Date: March 11, 2026 |
|
| |
FREQUENCY ELECTRONICS, INC. |
| |
|
| |
By: |
/s/ Steven L. Bernstein |
| |
Name: |
Steven L. Bernstein |
| |
Title: |
Chief Financial Officer, Secretary and Treasurer |
Exhibit 99.1
PRESS RELEASE
Frequency Electronics, Inc. Announces Third
Quarter and Fiscal Year 2026 Financial Results
Mitchel Field, NY, March 11, 2026 – Frequency
Electronics, Inc. (“FEI” or the “Company”) (NASDAQ-FEIM) is pleased to announce its financial results for the
third quarter and fiscal year 2026.
Revenue for the three and nine months ended January
31, 2026, was approximately $16.9 million and $47.8 million, respectively, compared to $18.9 million and $49.8 million, respectively,
reported for the same period of fiscal year 2025. Operating income for the three and nine months ended January 31, 2026 was $1.3 million
and $3.3 million, respectively, compared to $3.5 million and $8.5 million, respectively, reported for the same period of the previous
fiscal year. Net Income from operations for the three and nine months ended January 31, 2026, was $1.6 million or $0.16 per diluted share
and $4.0 million or $0.41 per diluted share, respectively, compared to a net income from operations for the three and nine months ended
January 31, 2025 of $15.4 million or $1.60 per diluted share and $20.5 million or $2.14 per diluted share, respectively. Net cash used
in operating activities was approximately $0.8 million in the nine months of fiscal year 2026, compared to net cash used in operations
of $1.3 million for the same period of fiscal year 2025. Backlog at January 31, 2026 was approximately $83 million compared to $70 million
at April 30, 2025.
FEI President and CEO, Tom McClelland commented, “Our third quarter
fiscal year 2026 performance was strong by a number of measures, with revenue of $16.9 million, and a record $83 million funded backlog.
Revenue quarter over quarter was basically flat, yet the quarterly revenue still represents the fourth highest quarterly revenue in the
last decade. More importantly, though our business does not proceed in a perfectly linear fashion, we have established a new higher base
in recent years, and we anticipate building upon that base now and in the years to come. As we look into the current fiscal fourth quarter
and beyond, we have many reasons to be optimistic about our business going forward.
“As announced separately, we have very recently
received two new contracts worth approximately $45M, as large as any contracts we have ever won. This near-term growth is largely based
on FEI’s core technologies, for which we have deep experience, and thus confidence in our ability to execute this work with high
margins. The evidence suggests that this core business will continue to grow for years to come. On top of this, as we have previously
said, the Company is pursuing additional growth opportunities in quantum sensing, including magnetometers and other alternative position,
navigation and timing (ALT-PNT) solutions, and proliferated satellite applications. We have already won business this fiscal year in quantum
sensing, magnetometers and, now, with today’s separate award release, in proliferated satellites. These business lines are expected
to contribute significantly to expansion of FEI’s markets, and to growth in the 3-to 5-year time frame, and beyond. This growth
has already started with awards won this year, and we expect additional meaningful awards later in this calendar year. In other words,
we expect continued strength in our core business to build a multi-year bridge to our next generation growth opportunities, and we believe
these future growth opportunities will be additive to, not substitutive of, our strong core business in space and defense. All of this
sets the stage for us to be a substantially larger company, as we are well on our way to meeting and surpassing $100 million of funded
backlog.
“As for our balance sheet, it is important
to recognize that the amount of cash reported as of the quarter ended January 31 should represent the low point going forward. Our use
of cash this fiscal year was a combination of investments made by the company, purchases of stock, and the timing of some collections
coming in early in this fiscal fourth quarter that were anticipated in the third quarter. Specifically, we have already collected over
$11M in cash since February 1, 2026, and we expect that to continue building through the quarter. So we remain a debt-free company, with
a healthy and growing cash position, and a long trajectory of business wins ahead of us. As we layer these wins onto our previously made
investments, we should see meaningful operating leverage flow through the income statement in the coming years, setting the stage for
substantial top-line growth, profitability and cash generation. We will share more color on our earnings call today, but in short: the
future is very bright for FEI, and as we demonstrated with our wins announced today, the future is already here.”
Investor Conference Call
As previously announced, the Company will hold
a conference call to discuss these results on Wednesday, March 11, 2026, at 4:30 PM Eastern Time. Investors and analysts may access the
call by dialing 1-888-506-0062. International callers may dial 1-973-528-0011. Callers should provide participant access code: 118136
or ask for the Frequency Electronics conference call.
The archived call may be accessed by calling 1-877-481-4010
(domestic), or 1-919-882-2331 (international), for one week following the call (replay passcode: 53752). Subsequent to that, the call
can be accessed via a link available on the Company’s website through June 11, 2026.
About Frequency Electronics
Frequency Electronics, Inc. (FEI) is a world leader
in the design, development and manufacture of high precision timing, frequency generation and RF control products for space and terrestrial
applications. FEI’s products are used in satellite payloads and in other commercial, government and military systems including C4ISR
and electronic warfare, missiles, UAVs, aircraft, GPS, secure communications, energy exploration and wireline and wireless networks. FEI-Zyfer
provides GPS and secure timing capabilities for critical military and commercial applications; FEI-Elcom Tech provides Electronic Warfare
(“EW”) sub-systems and state-of-the-art RF and microwave products. FEI has received over 100 awards of excellence for achievements
in providing high performance electronic assemblies for over 150 space and DOD programs. The Company invests significant resources in
research and development to expand its capabilities and markets.
www.frequencyelectronics.com
FEI’s Mission Statement: “Our
mission is to transform discoveries and demonstrations made in research laboratories into practical, real-world products. We are proud
of a legacy which has delivered precision time and frequency generation products, for space and other world-changing applications that
are unavailable from any other source. We aim to continue that legacy while adapting our products and expertise to the needs of the future.
With a relentless emphasis on excellence in everything we do, we aim, in these ways, to create value for our customers, employees, and
stockholders.”
Forward-Looking
Statements
The statements in this press release regarding
future earnings and operations and other statements relating to the future constitute “forward-looking” statements pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks
and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or
contribute to such differences include, but are not limited to, our inability to integrate operations and personnel, actions by significant
customers or competitors, general domestic and international economic conditions, reliance on key customers, continued acceptance of the
Company’s products in the marketplace, competitive factors, new products and technological changes, product prices and raw material
costs, dependence upon third-party vendors, other supply chain related issues, increasing costs for materials, operating related expenses,
competitive developments, changes in manufacturing and transportation costs, the availability of capital, the outcome of any litigation
and arbitration proceedings, and failure to maintain an effective system of internal controls over financial reporting. The factors listed
above are not exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and
in our filings with the Securities and Exchange Commission. The Company’s Annual Report on Form 10-K for the fiscal year ended April
30, 2025, filed on July 18, 2025 with the Securities and Exchange Commission includes additional factors that could materially and adversely
impact the Company’s business, financial condition and results of operations, as such factors are updated from time to time in our
periodic filings with the Securities and Exchange Commission, which are accessible on the Securities and Exchange Commission’s website
at www.sec.gov. Moreover, the Company operates in a very competitive and rapidly changing environment. New factors emerge from time to
time and it is not possible for management to predict the impact of all these factors on the Company’s business, financial condition
or results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements. Given these risks and uncertainties, investors should not rely on forward-looking statements
as a prediction of actual results. Any or all of the forward-looking statements contained in this press release and any other public statement
made by the Company or its management may turn out to be incorrect. The Company expressly disclaims any obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contact information: Dr. Thomas McClelland,
President and Chief Executive Officer;
Steven Bernstein, Chief Financial Officer;
| Telephone: (516) 794-4500 ext.5000 |
WEBSITE: www.freqelec.com |
Frequency Electronics,
Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(in thousands except per share data)
| | |
Three Months Ended | | |
Nine Months Ended | |
| | |
January 31, | | |
January 31, | |
| | |
(unaudited) | | |
(unaudited) | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Revenues | |
$ | 16,890 | | |
$ | 18,927 | | |
$ | 47,829 | | |
$ | 49,825 | |
| Cost of revenues | |
| 10,264 | | |
| 10,642 | | |
| 29,585 | | |
| 27,222 | |
| Gross margin | |
| 6,626 | | |
| 8,285 | | |
| 18,244 | | |
| 22,603 | |
| Selling and administrative | |
| 3,593 | | |
| 3,380 | | |
| 10,800 | | |
| 9,614 | |
| Research and development | |
| 1,763 | | |
| 1,436 | | |
| 4,095 | | |
| 4,536 | |
| Operating income | |
| 1,270 | | |
| 3,469 | | |
| 3,349 | | |
| 8,453 | |
| Interest and other, net | |
| 170 | | |
| 112 | | |
| 418 | | |
| 484 | |
| Income before income taxes | |
| 1,440 | | |
| 3,581 | | |
| 3,767 | | |
| 8,937 | |
| Benefit for income taxes | |
| (127 | ) | |
| (11,824 | ) | |
| (235 | ) | |
| (11,552 | ) |
| Net income | |
$ | 1,567 | | |
$ | 15,405 | | |
$ | 4,002 | | |
$ | 20,489 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net income per share: | |
| | | |
| | | |
| | | |
| | |
| Basic income per share | |
$ | 0.16 | | |
$ | 1.60 | | |
$ | 0.41 | | |
$ | 2.14 | |
| Diluted income per share | |
$ | 0.16 | | |
$ | 1.60 | | |
$ | 0.41 | | |
$ | 2.14 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares outstanding | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 9,797 | | |
| 9,632 | | |
| 9,760 | | |
| 9,585 | |
| Diluted | |
| 9,797 | | |
| 9,632 | | |
| 9,760 | | |
| 9,589 | |
Frequency Electronics, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands)
| | |
January 31,
2026 | | |
April 30,
2025 | |
| | |
(unaudited) | | |
| |
| ASSETS | |
| | |
| |
| Cash and cash equivalents | |
$ | 86 | | |
$ | 4,720 | |
| Accounts receivable, net | |
| 10,723 | | |
| 5,914 | |
| Contract assets | |
| 14,692 | | |
| 17,914 | |
| Inventories, net | |
| 25,834 | | |
| 23,487 | |
| Other current assets | |
| 1,219 | | |
| 1,071 | |
| Property, plant & equipment, net | |
| 6,955 | | |
| 6,188 | |
| Other assets | |
| 13,151 | | |
| 12,374 | |
| Deferred taxes | |
| 12,280 | | |
| 12,045 | |
| Right-of-use assets – operating leases | |
| 7,860 | | |
| 8,659 | |
| Restricted cash | |
| 1,392 | | |
| 1,365 | |
| | |
$ | 94,192 | | |
$ | 93,737 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Lease liability – current | |
$ | 2,145 | | |
$ | 2,027 | |
| Contract liabilities | |
| 9,889 | | |
| 13,454 | |
| Other current liabilities | |
| 8,148 | | |
| 7,950 | |
| Other long-term obligations | |
| 7,782 | | |
| 7,957 | |
| Operating lease liability – non-current | |
| 5,985 | | |
| 6,729 | |
| Stockholders’ equity | |
| 60,243 | | |
| 55,620 | |
| | |
$ | 94,192 | | |
$ | 93,737 | |
