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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): September 10, 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 September 10, 2026, Frequency Electronics,
Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter
ended July 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.
(d) Exhibits
| 99.1 |
|
Press release issued on September 10, 2026, by the Company announcing its financial results for the quarter ended July 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.
| |
FREQUENCY ELECTRONICS, INC. |
| |
|
|
| Date: September 10, 2026 |
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 First
Quarter of Fiscal Year 2027 Financial Results
● Announces Record Quarterly Revenue
of $23.5 Million, Up 70% Year-over-Year and 52% Sequentially
● Announces Record $129 Million Funded
Backlog, up 82% Year-over-Year and 16% Sequentially
● Strong Operating Leverage Demonstrated,
with Operating Margin North of 22%
Mitchel Field, NY, September 10, 2026 –
Frequency Electronics, Inc. (“FEI,” “Frequency,” the “Company,” “we” or “us”)
(NASDAQ-FEIM) today announced its financial results for the first quarter of fiscal year 2027.
FEI President and CEO, Tom McClelland, commented,
“I am very pleased to report first quarter revenue of $23.5 million, an all-time record for FEI, up 70% year-over-year and up 52%
sequentially. As we told you on our fourth quarter 2026 earnings call in July, we expect to return to growth starting in this current
fiscal 2027, and this first quarter is a strong proof point of that. Further, this performance gives us increasing confidence in our ability
to meet or exceed the $150 million or more in annual revenue that we previously guided to by Fiscal 2029, which ends April 30, 2029.
“Further growth is supported by our funded
backlog, which reached a record $129 million at the end of our fiscal first quarter, up 82% year-over-year and 16% sequentially, as well
as by our growing order book and the significantly larger end-markets that we are now selling into, all of which are based on technology
that leverages our long-standing market leadership in space and defense applications. I look forward to sharing more color on exciting
developments in our end-markets on our earnings call this afternoon.
“The strong revenue growth this quarter
also allowed FEI to demonstrate significant profitability improvement, with gross margin expanding to approximately 46% and operating
margin exceeding 22%. Further, we were cash-generative and expect to be so on annual basis going forward. We remain debt-free and our
balance sheet was also significantly enhanced by the secondary offering we completed during the quarter, which added approximately $73
million in cash, of which approximately $14 million came in after the quarter ended. We will have more to say about this on the earnings
call as well.
“In short, business is booming for FEI.
We have many attractive organic growth opportunities that leverage our core strengths, and we look forward to continuing to demonstrate
our ability to generate more profitable, cash-generative revenue growth for years to come.”
Reported Results and Adjusted Levels
Revenue for the three months ended July 31, 2026,
was approximately $23.5 million, compared to $13.8 million reported for the same period of fiscal year 2026. Operating income for the
three months ended July 30, 2026 was $5.2 million, compared to an operating income of $0.4 million reported for the same period of the
previous fiscal year. Net income from operations for the three months ended July 31, 2026, was $4.2 million or $0.41 per diluted share,
compared to a net income from operations for the three months ended July 31, 2025 of $0.6 million or $0.07 per diluted share. Net cash
provided by operating activities was approximately $3.0 million in the three months of fiscal year 2027, compared to net cash used in
operations of $1.2 million for the same period of fiscal year 2026. Backlog at July 31, 2026 was approximately $129 million compared to
$111 million at April 30, 2026.
Investor Conference Call
As previously announced, the Company will hold
a conference call to discuss these results on Thursday, September 10, 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: 582877
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: 54512). Subsequent to that, the call can be accessed via a link available
on the Company’s website through December 10, 2026.
About Frequency Electronics
Frequency Electronics, Inc. (FEI) is a world leader
in precision time and frequency generation technology, which is incorporated into commercial and U.S. Government satellites, Command,
Control, Communication, Computer, Intelligence, Surveillance and Reconnaissance (“C4ISR”), and Electronic Warfare (“EW”)
systems. Its technology is used for a wide range of space and non-space applications. FEI has received over 100 awards of excellence for
achievements in providing high performance electronic assemblies for over 150 space and DOW programs. The Company invests significant
resources in research and development to expand its capabilities and markets.
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, including statements regarding our three-year gross margin target, our three-year operating margin target,
our three-year revenue target and similar targets or objectives, 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, the risks associated with reliance on key customers,
including the U.S. government, the Company’s use of estimates when accounting for contracts, actions by significant customers or
competitors, competitive factors, new products and technological changes, continued acceptance of the Company’s products in the
marketplace, dependence upon third-party vendors, product prices and raw material costs, the Company’s ability to attract and retain
key employees, general domestic and international economic conditions, health epidemics and pandemics, external disruptions to the Company’s
facilities or supply chain, the Company’s operations in a highly regulated industry, the outcome of any litigation and arbitration
proceedings, cybersecurity attacks, noncompliance with any of the covenants in the credit agreement, volatility in the Company’s
stock price, including due to the relatively low trading volume of its common stock, 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, 2026, filed on July 17, 2026 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 | |
| | |
July 31, | |
| | |
(unaudited) | |
| | |
2026 | | |
2025 | |
| Revenues | |
$ | 23,451 | | |
$ | 13,812 | |
| Cost of revenues | |
| 12,701 | | |
| 8,730 | |
| Gross margin | |
| 10,750 | | |
| 5,082 | |
| Selling, general, and administrative | |
| 4,105 | | |
| 3,585 | |
| Research and development | |
| 1,445 | | |
| 1,133 | |
| Operating income | |
| 5,200 | | |
| 364 | |
| Interest and other, net | |
| 42 | | |
| 193 | |
| Income before Income Taxes | |
| 5,242 | | |
| 557 | |
| (Benefit) provision for Income Taxes | |
| 1,026 | | |
| (77 | ) |
| Net income | |
$ | 4,216 | | |
$ | 634 | |
| | |
| | | |
| | |
| Net income per share: | |
| | | |
| | |
| Basic and diluted income per share | |
$ | 0.41 | | |
$ | 0.07 | |
| | |
| | | |
| | |
| Weighted average shares outstanding | |
| | | |
| | |
| Basic and diluted | |
| 10,232 | | |
| 9,723 | |
Frequency Electronics, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands)
| | |
July 31,
2026
(unaudited) | | |
April 30,
2026 | |
| ASSETS | |
| | |
| |
| Cash and cash equivalents | |
$ | 61,407 | | |
$ | 1,603 | |
| Accounts receivable, net | |
| 6,224 | | |
| 4,637 | |
| Contract assets | |
| 19,637 | | |
| 17,277 | |
| Inventories, net | |
| 22,206 | | |
| 22,618 | |
| Other current assets | |
| 1,578 | | |
| 1,841 | |
| Property, plant & equipment, net | |
| 7,661 | | |
| 7,105 | |
| Other assets | |
| 13,354 | | |
| 12,801 | |
| Deferred taxes | |
| 13,219 | | |
| 14,084 | |
| Right-of-use assets – operating leases | |
| 6,953 | | |
| 7,409 | |
| Restricted cash | |
| 1,338 | | |
| 1,331 | |
| | |
$ | 153,577 | | |
$ | 90,706 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Lease liability - current | |
$ | 1,679 | | |
$ | 2,002 | |
| Contract liabilities | |
| 11,519 | | |
| 9,418 | |
| Other current liabilities | |
| 7,612 | | |
| 9,564 | |
| Other long-term obligations | |
| 7,647 | | |
| 7,671 | |
| Operating lease liability – non-current | |
| 5,283 | | |
| 5,648 | |
| Stockholders’ equity | |
| 119,837 | | |
| 56,403 | |
| | |
$ | 153,577 | | |
$ | 90,706 | |
