FREQUENCY ELECTRONICS INC SEC Filings

Frequency Electronics, Inc. has registered a mixed shelf offering permitting the company to issue up to $100,000,000 of common stock, preferred stock and/or warrants, in one or more offerings, from time to time. In addition, selling stockholders may resell up to 1,000,000 shares of existing common stock.

Securities may be sold through underwriters, dealers, agents, in “at-the-market” offerings, or directly to purchasers at prevailing market or negotiated prices. The company expects to use any primary proceeds for working capital and general corporate purposes; it will not receive proceeds from selling stockholder resales.

The company is a Delaware corporation authorized to issue 20,000,000 common and 600,000 preferred shares. Its common stock trades on the Nasdaq Global Market under the symbol FEIM, with a last reported price of $56.13 per share on July 16, 2026.

Frequency Electronics, Inc. develops precision time and frequency systems for satellites and secure C4ISR applications, operating through its FEI‑NY and FEI‑Zyfer segments and serving mainly U.S. Government customers. In fiscal 2026, revenue was $63.2 million, down 9.4% from 2025, and gross margin fell to 29.1%, resulting in an operating loss of $3.0 million versus prior-year operating income of $11.7 million.

Management links the weaker results to advance hiring of engineering talent, business process investments, and restructuring of FEI‑Elcom, including a non-cash $3.8 million inventory write‑down and a one‑time sick/paid‑time‑off accrual. Despite near-term pressure, consolidated backlog increased to $111 million from $70 million, with about 73% expected to be filled in fiscal 2027; U.S. Government and related end-use programs accounted for 91% of 2026 sales.

Net cash from operations was $1.3 million, working capital was $27.0 million, and cash and equivalents were $1.6 million, supported by a new $10.0 million senior secured revolving credit facility maturing in 2029. The company continues to invest roughly 10% of revenue in R&D, targeting alternative PNT, quantum sensing, space defense and proliferated satellite constellations while emphasizing cybersecurity and regulatory compliance.

Frequency Electronics, Inc. reported results for the three and twelve months ended April 30, 2026, showing revenue of $15,398 thousand for the fourth quarter and $63,227 thousand for the fiscal year. The company posted an operating loss of $6,349 thousand in the quarter and $3,001 thousand for the year, with net losses of $4,905 thousand (or $0.50 per diluted share) for the quarter and $903 thousand (or $0.09 per diluted share) for the year, compared with profits in fiscal 2025. Net cash provided by operating activities was approximately $1.3 million for fiscal 2026.

Funded backlog reached a record approximately $111 million at April 30, 2026, up 34% sequentially and 59% year over year. Management reaffirmed a minimum revenue target of $150 million by Fiscal 2029, representing a stated 34% CAGR from Fiscal 2026, and set minimum gross and operating margin targets of 50% and 30% by Fiscal 2029. Results were affected by a restructuring of the FEI-Elcom business, including a $3.8 million inventory write-down that produced an approximate $0.9 million tax benefit in the quarter and an anticipated $9.3 million future tax benefit, as well as other non-recurring and investment-related charges. On a non-GAAP basis, after these adjustments, fiscal 2026 gross margin was 41.2% and operating margin 11.3%.

Frequency Electronics, Inc. entered into a new senior secured revolving credit facility with JPMorgan Chase Bank for $10,000,000, maturing on June 12, 2029. Up to $5,000,000 of this line can be used for letters of credit, giving the company flexible access to liquidity.

The facility is guaranteed by wholly owned subsidiary FEI-Zyfer, Inc. and secured by substantially all of the company’s and subsidiary’s assets. Borrowings accrue interest at either the Prime Rate (with a 2.50% floor) plus 2.50%, or an Adjusted Term SOFR rate plus 2.50%, and the undrawn portion carries a 0.35% commitment fee. The agreement includes customary covenants, including a maximum total leverage ratio of 2.25 to 1.00 and a minimum fixed charge coverage ratio of 1.25 to 1.00, as well as standard events of default.

Frequency Electronics, Inc. reported weaker results for the quarter and nine months ended January 31, 2026. Quarterly revenue fell to $16.9 million from $18.9 million, and operating income dropped to $1.3 million from $3.5 million as gross margin and margin rate declined.

Net income for the quarter was $1.6 million, or $0.16 per share, versus $1.60 a year earlier, when results were boosted by a large tax benefit. For the nine months, revenue slipped to $47.8 million and operating income to $3.3 million, while net income was $4.0 million.

The business mix shifted sharply from satellite work toward higher U.S. government non-space revenue, and selling and administrative costs rose as the company invested in growth initiatives, including quantum sensing. Despite lower cash, working capital improved and funded backlog increased to about $83 million, with most expected to convert within a year.

Frequency Electronics, Inc. reported third-quarter fiscal 2026 revenue of $16.9 million, down from $18.9 million a year earlier, with net income of $1.6 million, or $0.16 per diluted share, versus $15.4 million, or $1.60 per diluted share.

For the nine months ended January 31, 2026, revenue was $47.8 million compared with $49.8 million, and net income was $4.0 million, or $0.41 per diluted share, compared with $20.5 million, or $2.14 per diluted share.

The company highlighted a record funded backlog of about $83 million at January 31, 2026, up from $70 million at April 30, 2025, and two newly awarded contracts totaling approximately $45 million, described as among the largest in its history. Cash and cash equivalents declined to $86 thousand from $4.7 million at April 30, 2025, though management noted over $11 million has been collected since February 1, 2026 and emphasized the business remains debt-free.

Frequency Electronics, Inc. received an amended Schedule 13G from Wax Asset Management, LLC reporting that it no longer beneficially owns any of the company’s common stock. The filing shows 0 shares beneficially owned, representing 0% of the class, with no voting or dispositive power.

The filer also states that any securities previously held were acquired and held in the ordinary course of business, not for the purpose of changing or influencing control of Frequency Electronics.

Frequency Electronics, Inc. reported higher quarterly revenue but sharply lower profitability for the quarter ended October 31, 2025. Revenue rose to $17.1 million from $15.8 million, driven mainly by growth in non-space U.S. Government/DoD business at the FEI-Zyfer segment, while satellite revenues declined. Gross margin fell to 38.2% from 48.2%, and net income declined to $1.8 million (basic and diluted EPS $0.18) from $2.7 million (EPS $0.28).

Over the first six months of fiscal 2026, revenue was essentially flat at $30.9 million, but operating income dropped to $2.1 million from $5.0 million and net income fell to $2.4 million from $5.1 million, as gross margin compressed to 37.5% from 46.3% and SG&A increased. The company ended October 31, 2025 with $31.3 million of working capital and $3.0 million of cash and cash equivalents, a funded backlog of about $82 million versus $70 million at April 30, 2025, and a new $20.0 million share repurchase authorization under which approximately $0.4 million had been used.

Frequency Electronics, Inc. shareholders re-elected the company's director nominees to one-year terms, ratified Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2026, and approved, on a non-binding advisory basis, the compensation of the named executive officers. Shareholders also voted, on a non-binding advisory basis, to hold future non-binding advisory votes on executive compensation each year. The filing includes reported vote tallies for the matters presented.