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, 2023

OR

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 11, 2023 – 9,415,417

 

 

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

 

TABLE OF CONTENTS

 

 

Page No.

Part I. Financial Information:

 

 

 

Item 1 - Financial Statements:

 

 

 

Condensed Consolidated Balance Sheets – October 31, 2023 (unaudited) and April 30, 2023

3

 

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) – Three and Six Months  Ended October 31, 2023 and 2022 (unaudited)

4

 

 

Condensed Consolidated Statements of Cash Flows Six Months Ended October 31, 2023 and 2022 (unaudited)

5

 

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity – Three and Six Months Ended October 31, 2023 and 2022 (unaudited)

6

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

7-13

 

 

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 6 - Exhibits

21

 

 

Signatures

22

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except par value)

 

   

October 31,

   

April 30,

 
   

2023

   

2023

 
   

(UNAUDITED)

         

ASSETS:

               

Current assets:

               

Cash and cash equivalents

  $ 8,708     $ 12,049  

Accounts receivable, net of allowance for doubtful accounts of $111 at October 31, 2023 and April 30, 2023

    3,781       4,622  

Contract assets

    12,474       10,009  

Inventories

    23,071       20,526  

Prepaid income taxes

    30       30  

Prepaid expenses and other

    1,639       1,071  

Total current assets

    49,703       48,307  

Property, plant, and equipment, net

    6,436       7,093  

Goodwill

    617       617  

Cash surrender value of life insurance

    10,404       10,220  

Other assets

    876       877  

Right-of-use assets – operating leases

    6,693       7,382  

Total assets

  $ 74,729     $ 74,496  
                 

LIABILITIES AND STOCKHOLDERS EQUITY:

               

Current liabilities:

               

Accounts payable

  $ 1,245     $ 1,464  

Accrued liabilities

    4,049       3,934  

Loss provision accrual

    1,481       1,544  

Operating lease liability - current portion

    1,769       1,753  

Contract liabilities

    16,435       18,586  

Total current liabilities

    24,979       27,281  

Deferred compensation

    8,229       8,314  

Deferred taxes

    8       8  

Operating lease liability – non-current portion

    5,126       5,883  

Other liabilities

    131       124  

Total liabilities

    38,473       41,610  
                 

Stockholders’ equity:

               

Preferred stock - $1.00 par value; authorized 600 shares, no shares issued

   
-
     
-
 

Common stock - $1.00 par value; authorized 20,000 shares, 9,404 shares issued and 9,403 shares outstanding at October 31, 2023; 9,374 shares issued and 9,373 shares outstanding at April 30, 2023

    9,405       9,374  

Additional paid-in capital

    49,636       49,136  

Accumulated deficit

    (22,782 )     (25,621 )

Common stock reacquired and held in treasury -

at cost (1 share at October 31, 2023 and April 30, 2023)

    (3 )     (3 )

Accumulated other comprehensive income

    -       -  

Total stockholders’ equity

    36,256       32,886  

Total liabilities and stockholders equity

  $ 74,729     $ 74,496  

 

See accompanying notes to condensed consolidated financial statements.

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands, except per share data)

(Unaudited)

 

   

Three Months Ended October 31,

   

Six Months Ended October 31,

 
   

2023

   

2022

   

2023

   

2022

 

Condensed Consolidated Statements of Operations

                         

Revenues

  $ 13,575     $ 8,949     $ 25,984     $ 17,153  

Cost of revenues

    9,245       8,599       16,786       16,808  

Gross margin

    4,330       350       9,198       345  

Selling and administrative expenses

    2,552       2,034       4,853       4,026  

Research and development expenses

    840       599       1,347       1,709  

Operating income (loss)

    938       (2,283 )     2,998       (5,390 )
                                 

Other income (expense):

                               

Investment (expense) income

    (106 )     (12 )     (86 )     24  

Interest expense

    (29 )     (18 )     (60 )     (63 )

Income (loss) before provision for income taxes

    803       (2,313 )     2,852       (5,429 )

Provision for income taxes

    6       1       13       2  

Net income (loss)

  $ 797     $ (2,314 )   $ 2,839     $ (5,431 )
                                 

Net income (loss) per common share:

                               

Basic and diluted income (loss) per share

  $ 0.08     $ (0.25 )   $ 0.30     $ (0.58 )
                                 

Weighted average shares outstanding:

                               

Basic and diluted

    9,399       9,326       9,392       9,317  
                                 
                                 

Condensed Consolidated Statements of Comprehensive Income (Loss)

                 

Net income (loss)

  $ 797     $ (2,314 )   $ 2,839     $ (5,431 )
                                 

Unrealized loss on marketable securities:

                               

Change in market value of marketable securities before reclassification, net of tax

    -       (581 )     -       (552 )

Reclassification adjustment for realized gains included in net income (loss), net of tax

    -       16       -       1  

Total unrealized loss on marketable securities, net of tax

    -       (565 )     -       (551 )
                                 

Comprehensive income (loss)

  $ 797     $ (2,879 )   $ 2,839     $ (5,982 )

 

See accompanying notes to condensed consolidated financial statements.

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

   

Six Months Ended October 31,

 
   

2023

   

2022

 

Cash flows from operating activities:

               

Net income (loss)

  $ 2,839     $ (5,431 )

Non-cash charges to earnings

    2,191       1,209  

Net changes in operating assets and liabilities

    (8,011 )     3,756  

Net cash used in operating activities

    (2,981 )     (466 )
                 

Cash flows from investing activities:

               

Proceeds on redemption of marketable securities

    -       1,137  

Purchase of marketable securities

    -       (1,383 )

Purchase of property, plant, and equipment, and other assets

    (360 )     (729 )

Net cash used in investing activities

    (360 )     (975 )
                 

Cash flows from financing activities:

               

Net cash used in financing activities

    -       -  
                 

Net decrease in cash and cash equivalents

    (3,341 )     (1,441 )
                 

Cash and cash equivalents at beginning of period

    12,049       11,561  
                 

Cash and cash equivalents at end of period

  $ 8,708     $ 10,120  
                 
                 

Supplemental disclosures of cash flow information:

               

Cash paid during the period for:

               

Interest

  $ 60     $ 36  

Income taxes

  $ 9       -  
                 

Cash refunded during the period for:

               

Income taxes

  $ -     $ 176  

 

See accompanying notes to condensed consolidated financial statements.

 

 

FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three and Six Months Ended October 31, 2023 and 2022

(In thousands, except share data)

(Unaudited

 

                   

Additional

           

Treasury stock

   

Accumulated other

         
   

Common Stock

   

paid in

   

Accumulated

   

(at cost)

   

comprehensive

         
   

Shares

   

Amount

   

capital

   

Deficit

   

Shares

   

Amount

   

Income (loss)

   

Total

 

Balance at April 30, 2023

    9,373,776     $ 9,374     $ 49,136     $ (25,621 )     741     $ (3 )   $ -     $ 32,886  

Contribution of stock to 401(k) plan

    17,013       17       96       -       -       -       -       113  

Stock-based compensation expense

    -       -       128       -       -       -       -       128  

Net income

    -       -       -       2,042       -       -       -       2,042  

Balance at July 31, 2023

    9,390,789     $ 9,391     $ 49,360     $ (23,579 )     741     $ (3 )   $ -     $ 35,169  

Contribution of stock to 401(k) plan

    12,885       13       75       -       -       -       -       88  

Stock-based compensation expense

    750       1       201       -       -       -       -       202  

Net income

    -       -       -       797       -       -       -       797  

Balance at October 31, 2023

    9,404,424     $ 9,405     $ 49,636     $ (22,782 )     741     $ (3 )   $ -     $ 36,256  

 

                   

Additional

           

Treasury stock

   

Accumulated other

         
   

Common Stock

   

paid in

   

Accumulated

   

(at cost)

   

comprehensive

         
   

Shares

   

Amount

   

capital

   

Deficit

   

Shares

   

Amount

   

Income (loss)

   

Total

 

Balance at April 30, 2022

    9,298,178     $ 9,298     $ 57,956     $ (20,120 )     1,375     $ (6 )   $ (440 )   $ 46,688  

Contribution of stock to 401(k) plan

    16,708       17       105       -       -       -       -       122  

Stock-based compensation expense

    -       -       (25 )     -       -       -       -       (25 )

Other comprehensive income, net of tax

    -       -       -       -       -       -       14       14  

Net loss

    -       -       -       (3,117 )     -       -       -       (3,117 )

Balance at July 31, 2022

    9,314,886     $ 9,315     $ 58,036     $ (23,237 )     1,375     $ (6 )   $ (426 )   $ 43,682  

Contribution of stock to 401(k) plan

    18,632       18       89       -       -       -       -       107  

Stock-based compensation expense

    750       1       28       -       -       -       -       29  

Other comprehensive loss, net of tax

    -       -       -               -       -       (565 )     (565 )

Net loss

    -       -       -       (2,314 )     -       -       -       (2,314 )

Balance at October 31, 2022

    9,334,268     $ 9,334     $ 58,153     $ (25,551 )     1,375     $ (6 )   $ (991 )   $ 40,939  

 

See accompanying notes to condensed consolidated financial statements.

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

NOTE A – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

In the opinion of management of Frequency Electronics, Inc. (the “Company”), the accompanying unaudited condensed consolidated interim financial statements reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly, in all material respects, the condensed consolidated financial position of the Company as of October 31, 2023 and the results of its operations, changes in stockholders’ equity for the three and six months ended October 31, 2023 and 2022, and cash flows for the six months ended October 31, 2023 and 2022. The April 30, 2023 condensed consolidated balance sheet was derived from audited financial statements. These financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP’). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated interim financial statements should be read in conjunction with the annual consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2023, filed on July 27, 2023 with the Securities and Exchange Commission (the “Form 10-K”). The results of operations for such interim periods are not necessarily indicative of the operating results for the full fiscal year.

 

NOTE B – EARNINGS (LOSS) PER SHARE

 

Reconciliation of the weighted average shares outstanding for basic and diluted income (loss) per share (“EPS”) for the three and six months ended October 31, 2023 and 2022, respectively, were as follows:

 

   

Periods ended October 31,

 
   

Three months

   

Six months

 
   

2023

   

2022

   

2023

   

2022

 

Weighted average shares outstanding:

                               

Basic EPS shares outstanding (weighted average)

    9,399,052       9,326,347       9,391,714       9,317,143  

Effect of dilutive securities

   
**
     
**
     
**
     
**
 

Diluted EPS shares outstanding

    9,399,052       9,326,347       9,391,714       9,317,143  

 

** For the three and six months ended October 31, 2023 and 2022, dilutive securities are excluded from the calculation of EPS since the inclusion of such shares would be antidilutive. The exercisable shares excluded for the three and six months ended October 31, 2023 was 97,000 shares. The exercisable shares excluded for the three and six months ended October 31, 2022 was 243,625 shares.

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

NOTE C – CONTRACT (LIABILITIES) ASSETS

 

At October 31, 2023 and April 30, 2023, contract assets and contract liabilities, consisted of the following (in thousands):

 

   

October 31, 2023

   

April 30, 2023

 
                 

Contract assets

  $ 12,474     $ 10,009  

Contract liabilities

    (16,435 )     (18,586 )

 

Contract assets represent revenue recognized on long-term contracts that have not been billed at the balance sheet dates, and contract liabilities represent a liability for amounts billed in excess of the revenue recognized. Amounts are billed to customers pursuant to contract terms. In general, the recorded amounts will be billed and collected or revenue recognized within twelve months of the balance sheet dates. Revenue on these long-term contracts are accounted for over time using the percentage-of-completion (“POC”) method. Fluctuations of contract assets and contract liabilities are due to the timing of funding, amounts billed and revenue recorded. Contract assets increased $2.5 million during the six months ended October 31, 2023, primarily due to revenue recognized during the six months ended October 31, 2023 for which we have not yet billed our customers. Contract liabilities decreased $2.2 million during the six months ended October 31, 2023, primarily due to revenue recognized on these performance obligations. During the three and six months ended October 31, 2023, we recognized $4.4 million and $8.1 million, respectively, of our contract liabilities at April 30, 2023 as revenue. During the three and six months ended October 31, 2022, we recognized $1.9 million and $4.4 million, respectively, of our contract liabilities at April 30, 2022 as revenue. During the three and six months ended October 31, 2023, revenue recognized under POC contracts was approximately $12.3 million and $24.0 million, respectively. During the three and six months ended October 31, 2022, revenue recognized under POC contracts was approximately $8.7 million and $16.6 million, respectively. If contract losses are anticipated, a loss provision is recorded for the full amount of such losses when they are determinable. Total contract losses, recorded in cost of revenue, for the three and six months ended October 31, 2023 were approximately $1.4 million and $1.5 million, respectively. Total contract losses, recorded in cost of revenue, for the three and six months ended October 31, 2022 were approximately $0.7 million and $2.0 million, respectively.

 

NOTE D – EMPLOYEE BENEFIT PLANS

 

During the three and six months ended October 31, 2023, the Company made contributions of 12,885 and 29,898 shares, respectively, of its common stock to the Company’s profit-sharing plan and trust under Section 401(k) of the Internal Revenue Code. Such contributions are in accordance with the Company’s discretionary match of employee voluntary contributions to this plan.

 

Deferred compensation expense charged to selling and administrative expenses during the three and six months ended October 31, 2023, was approximately $109,000 and $217,000, respectively. Payments made related to deferred compensation, inclusive of approximately $29,000 and $60,000, respectively, of interest expense, were approximately $175,000 and $361,000 for the same periods. Deferred compensation expense charged to selling and administrative expenses during the three and six months ended October 31, 2022, was approximately $109,000 and $218,000, respectively. Payments made related to deferred compensation, inclusive of approximately $18,000 and $36,000, respectively, of interest expense were approximately $159,000 and $320,000 for the same periods.

 

NOTE E – INVENTORIES

 

Inventories, which are reported at the lower of cost and net realizable value, consisted of the following (in thousands):

 

   

October 31, 2023

   

April 30, 2023

 

Raw materials and component parts

  $ 14,193     $ 12,460  

Work in progress

    8,336       7,547  

Finished goods

    542       519  
    $ 23,071     $ 20,526  

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

NOTE F – RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

 

The Company’s leases primarily represent offices, warehouses, vehicles, manufacturing facilities and Research and Development (“R&D”) facilities which expire at various times through 2029 and are operating leases. Contractual arrangements are evaluated at inception to determine if the agreement contains a lease.

 

New York lease. In February 2019, the Company entered into an agreement to lease a building to be used as a corporate headquarters office and manufacturing facility in Mitchell Field, NY (“New York lease”). The New York lease expires September 30, 2029 and contains renewal options, early termination, rent abatement, and escalation clauses that are factored into our determination of lease payments when appropriate. We include options to extend or terminate leases in the Right-of-Use (“ROU”) operating lease asset and liability when it is reasonably certain we will exercise these options. As of October 31, 2023, lease options were not included in the calculation of the ROU operating lease asset and liability. ROU assets and lease liabilities are recorded based on the present value of future lease payments which will factor in certain qualifying initial direct costs incurred as well as any lease incentives that may have been received. Lease expenses for operating lease payments are recognized on a straight-line basis over the lease term.

 

California lease. In October 2017, the Company entered into an agreement to lease a building to be used as an office and manufacturing facility in Garden Grove, CA (“California lease”). The California lease expires January 31, 2025 and contains renewal options, early termination, rent abatement, and escalation clauses that are factored into our determination of lease payments when appropriate. We include options to extend or terminate leases in the ROU operating lease asset and liability when it is reasonably certain we will exercise these options. As of October 31, 2023, lease options were not included in the calculation of the ROU operating lease asset and liability. ROU assets and lease liabilities are recorded based on the present value of future lease payments which will factor in certain qualifying initial direct costs incurred as well as any lease incentives that may have been received. Lease expenses for operating lease payments are recognized on a straight-line basis over the lease term.

 

New Jersey lease. In February 2022, the Company entered into an agreement to lease a building to be used as an office and manufacturing facility in Northvale, NJ (“New Jersey lease”). The New Jersey lease expires January 31, 2025 and contains renewal options, early termination, rent abatement, and escalation clauses that are factored into our determination of lease payments when appropriate. We include options to extend or terminate leases in the ROU operating lease asset and liability when it is reasonably certain we will exercise these options. As of October 31, 2023, lease options were not included in the calculation of the ROU operating lease asset and liability. ROU assets and lease liabilities are recorded based on the present value of future lease payments which will factor in certain qualifying initial direct costs incurred as well as any lease incentives that may have been received. Lease expenses for operating lease payments are recognized on a straight-line basis over the lease term.

 

The Company elected the practical expedient for short-term leases which allows leases with terms of 12 months or less to be recorded on a straight-line basis over the lease term without being recognized on the consolidated balance sheets.

 

The table below presents ROU assets and liabilities recorded on the respective consolidated balance sheets as follows (in thousands):

 

 

Classification

 

October 31, 2023

   

April 30, 2023

 

Assets

                 

Operating lease ROU assets

ROU assets - operating leases

  $ 6,693     $ 7,382  
                   

Liabilities

                 

Operating lease liabilities (short-term)

Operating lease liability - current portion

    1,769       1,753  

Operating lease liabilities (long-term)

Operating lease liability - non-current portion

    5,126       5,883  

Total lease liabilities

  $ 6,895     $ 7,636  

 

Total operating lease expense was $466,000 and $921,000 for the three and six months ended October 31, 2023, respectively, the majority of which is included in cost of revenues and the remaining amount in selling and administrative expenses on the unaudited condensed consolidated statements of operations. Total operating lease expense was $481,000 and $962,000 for the three and six months ended October 31, 2022, respectively, the majority of which is included in cost of revenues and the remaining amount in selling and administrative expenses on the unaudited condensed consolidated statements of operations.

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

The table below reconciles the undiscounted cash flows for each of the first four fiscal years and total of the remaining fiscal years to the operating lease liabilities recorded on the unaudited condensed consolidated balance sheet as of October 31, 2023:

 

Fiscal Year Ending April 30,

 

(in thousands)

 
         

Remainder of 2024

  $ 815  

2025

    1,844  

2026

    1,328  

2027

    937  

2028

    1,262  

Thereafter

    1,976  

Total lease payments

    8,162  

Less imputed interest

    (1,267 )

Present value of future lease payments

    6,895  

Less current obligations under leases

    (1,769 )

Long-term lease obligations

    5,126  

 

As of October 31, 2023 and 2022, the weighted-average remaining lease term for all operating leases was 5.27 years and 5.97 years, respectively. The Company does not generally have access to the rate implicit in the leases and therefore selected a rate that is reflective of companies with similar credit ratings for secured debt as the discount rate. The weighted average discount rate for operating leases as of October 31, 2023 and 2022, was 6.28% and 6.19%, respectively.

 

NOTE G – SEGMENT INFORMATION

 

The Company operates under two reportable segments based on the geographic locations of its subsidiaries:

 

 

(1)

FEI-NY – operates out of New York and its operations consist principally of precision time and frequency control products used in three principal markets: communication satellites (both commercial and U.S. Government-funded); terrestrial cellular telephone or other ground-based telecommunication stations; and other components and systems for the U.S. military.

The FEI-NY segment also includes the operations of the Company’s wholly owned subsidiary, FEI-Elcom. FEI-Elcom, in addition to its own product line, provides design and technical support for the FEI-NY segment’s communication satellite business.

 

 

(2)

FEI-Zyfer – operates out of California and its products incorporate Global Positioning System (GPS) technologies into systems and subsystems for secure communications, both government and commercial, and other locator applications. This segment also provides sales and support for the Company’s wireline telecommunications family of products, including US5G, which are sold in the U.S. market.

 

The Company measures segment performance based on total revenues and profits generated by each geographic location rather than on the specific types of customers or end-users. Consequently, the Company determined that the segments indicated above most appropriately reflect the way the Company’s management views the business.

 

The accounting policies of the two segments are the same as those described in “Note 1. Summary of Accounting Policies” to the consolidated financial statements included in the Form 10-K. The Company evaluates the performance of its segments and allocates resources to them based on operating profit (loss), which is defined as income before investment (expense) income, interest expense, other income (expense), and taxes. All acquired assets, including intangible assets, are included in the assets of the applicable reporting segment.

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

The tables below present information about reported segments with reconciliation of segment amounts to consolidated amounts as reported in the condensed consolidated statements of operations or the consolidated balance sheets for each of the periods (in thousands):

 

   

Periods ended October 31,

 
   

Three months

   

Six months

 
   

2023

   

2022

   

2023

   

2022

 

Revenues:

                               

FEI-NY

  $ 9,271     $ 7,680     $ 18,762     $ 14,534  

FEI-Zyfer

    4,756       1,561       8,023       3,292  

less intersegment revenues

    (452 )     (292 )     (801 )     (673 )

Consolidated revenues

  $ 13,575     $ 8,949     $ 25,984     $ 17,153  

 

Operating income (loss):

                               

FEI-NY

  $ (231 )   $ (1,389 )   $ 1,249     $ (3,978 )

FEI-Zyfer

    1,484       (792 )     2,163       (1,230 )

less intersegment profit

    (79 )     -       (140 )     -  

Corporate

    (236 )     (102 )     (274 )     (182 )

Consolidated operating income (loss)

  $ 938     $ (2,283 )   $ 2,998     $ (5,390 )

 

   

October 31, 2023

   

April 30, 2023

 

Identifiable assets:

               

FEI-NY

  $ 37,315     $ 39,005  

FEI-Zyfer

    13,369       10,699  

less intersegment balances

    (198 )     (58 )

Corporate

    24,243       24,850  

Consolidated identifiable assets

  $ 74,729     $ 74,496  

 

Total revenue recognized over time as POC and Passage of Title (“POT”) was approximately $12.3 million and $1.3 million, respectively, of the $13.6 million reported for the three months ended October 31, 2023. Total revenue recognized over time as POC and POT was approximately $24.0 million and $2.0 million, respectively, of the $26.0 million reported for the six months ended October 31, 2023. Total revenue recognized over time as POC and POT was approximately $8.7 million and $0.3 million, respectively, of the $9.0 million reported for the three months ended October 31, 2022. Total revenue recognized over time as POC and POT was approximately $16.6 million and $0.5 million, respectively, of the $17.2 million reported for the six months ended October 31, 2022. The amounts by segment and product line were as follows (in thousands):

 

   

Three Months Ended October 31,

 
   

2023

   

2022

 
   

POC

Revenue

   

POT
Revenue

   

Total
Revenue

   

POC

Revenue

   

POT
Revenue

   

Total
Revenue

 

FEI-NY

  $ 7,894     $ 1,377     $ 9,271     $ 7,173     $ 507     $ 7,680  

FEI-Zyfer

    4,402       354       4,756       1,481       80       1,561  

Intersegment

    -       (452 )     (452 )     -       (292 )     (292 )

Revenues

  $ 12,296     $ 1,279     $ 13,575     $ 8,654     $ 295     $ 8,949  

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

   

Six Months Ended October 31,

 
   

2023

   

2022

 
   

POC

   

POT

   

Total

   

POC

   

POT

   

Total

 
   

Revenue

    Revenue     Revenue    

Revenue

    Revenue      Revenue  

FEI-NY

  $ 16,569     $ 2,193     $ 18,762     $ 13,451     $ 1,083     $ 14,534  

FEI-Zyfer

    7,449       574       8,023       3,156       136       3,292  

Intersegment

    -       (801 )     (801 )     -       (673 )     (673 )

Revenues

  $ 24,018     $ 1,966     $ 25,984     $ 16,607     $ 546     $ 17,153  

 

   

Periods ended October 31,

 
   

Three months

   

Six months

 
   

2023

   

2022

   

2023

   

2022

 

Revenues by product line:

                               

Satellite revenue

  $ 4,664     $ 4,333     $ 9,522     $ 7,808  

Government non-space revenue

    8,201       3,918       15,080       7,983  

Other commercial & industrial revenue

    710       698       1,382       1,362  

Consolidated revenues

  $ 13,575     $ 8,949     $ 25,984     $ 17,153  

 

NOTE H – INVESTMENT IN MORION, INC.

 

The Company has an investment in Morion, Inc. (“Morion”), a privately held Russian company, which manufactures high precision quartz resonators and crystal oscillators. The Company has also licensed certain technology to Morion. During the three and six months ended October 31, 2023, the Company did not acquire any product from Morion. During the three and six months ended October 31, 2022, the Company acquired product from Morion in the aggregate amount of approximately $31,000 for both periods.

 

The Company’s investment consists of 4.6% of Morion’s outstanding shares, accordingly, the Company accounts for its investment in Morion on the cost basis. Morion is a less than wholly owned subsidiary of Gazprombank, a state-owned Russian bank. The U.S. Ukraine-related sanctions regime has since 2014 included a list of sectoral sanctions identifications (“SSI”) pursuant to Executive Order 13662, which prohibits certain transactions, including certain extensions of credit, with an entity designated as an SSI or certain affiliates of an entity designated as an SSI. On July 16, 2014, after the Company’s investment in Morion, Gazprombank was designated as an SSI.

 

Due to the current Russia-Ukraine conflict and resulting sanctions, the future status of the Company’s equity investment in Morion is uncertain. In response to these conditions, in connection with the preparation of the audited financial statements included in the Form 10-K for the fiscal year ended April 30, 2022, as amended, the Company impaired its investment in Morion in full. The likelihood of future sales to, purchases from, and dividend payments from Morion is remote.

 

NOTE I – RECENT ACCOUNTING PRONOUNCEMENTS

 

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which expands on the required disclosure of incremental segment information. The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company expects the new standard to have an immaterial effect on its consolidated financial statements when adopted in fiscal year 2025.

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

NOTE J – CREDIT FACILITY

 

As of October 31, 2023, the Company neither had any borrowings nor any borrowing capacity pursuant to a credit facility. As of April 30, 2023, the Company retired its advisory credit arrangement with UBS Bank USA. Prior to retiring the advisory credit arrangement, no borrowings were made during fiscal 2023.

 

NOTE K – DEFERRED INCOME TAXES

 

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future.

 

As required by the authoritative guidance on accounting for income taxes, we evaluate the realization of deferred tax assets on a jurisdictional basis at each reporting date. We consider all positive and negative evidence, including the reversal of deferred tax liabilities, projected future taxable income, tax planning strategies, and results of recent operations. Accounting for income taxes requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets will not be realizable, we establish a valuation allowance. As of October 31, 2023, and April 30, 2023, the Company maintained a full valuation allowance against its deferred tax assets. If these estimates and assumptions change in the future, the Company may be required to adjust its existing valuation allowance resulting in changes to deferred income tax expense.

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

 

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

 

“Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

 

The statements in this quarterly report on Form 10-Q 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, including the U.S government, 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, competitive developments, changes in manufacturing and transportation costs, the availability of capital, and the outcome of any litigation and arbitration proceedings. The factors listed above are not exhaustive. Other sections of this Form 10-Q and in Part I, Item 1A (Risk Factors) of the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2023 (the “Form 10-K”) include additional factors that could materially and adversely impact the Company’s business, financial condition and results of operations. 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 Form 10-Q 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.

 

Critical Accounting Policies and Estimates

 

The Company believes its most critical accounting policies to be the recognition of revenue and costs on production contracts and the valuation of inventory. Both of these areas require the Company to make use of reasonable estimates including estimating the cost to complete a contract, the realizable value of its inventory and the market value of its products. Changes in estimates can have a material impact on the Company’s financial position and results of operations. The Company’s significant accounting policies did not change during the three and six months ended October 31, 2023.

 

Revenue Recognition

 

Revenues are reported in operating results predominantly over time using the cost-to-cost method. Under this method, revenue is recorded based upon the ratio that incurred costs bear to total estimated contract costs with related cost of revenues recorded as the costs are incurred. Each month management reviews estimated contract costs through a process of aggregating actual costs incurred and estimating additional costs to completion based upon the current available information regarding labor, outside services, materials, overhead costs, and status of the contract. The effect of any change in the estimated gross margin rate (“GM Rate”) for a contract is reflected in revenues in the period in which the change is known. Provisions for the full amount of anticipated losses on contracts are made in the period in which they become determinable.

 

Significant judgment is used in evaluating the financial information for certain contracts to determine an appropriate budget and estimated cost. The Company evaluates this information continuously and bases its judgments on historical experience, design specifications, and expected costs for material and labor.

 

Inventory

 

In accordance with industry practice, inventoried costs contain amounts relating to contracts and programs with long production cycles, a portion of which will not be realized within one year. Inventory write downs are established for slow-moving materials based on percentage of usage over a ten-year period, obsolete items on a gradual basis over five years with no usage and costs incurred on programs for which production-level orders cannot be determined as probable. Such write-downs are based upon management’s experience and estimates for future business. Any changes arising from revised estimates are reflected in cost of revenues in the period the revision is made.

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

(Continued)

 

RESULTS OF OPERATIONS

 

The table below sets forth for the three and six months ended October 31, 2023 and 2022, respectively, the percentage of consolidated revenues represented by certain items in the Company’s condensed consolidated statements of operations or notes to the condensed consolidated financial statements:

 

   

Three months

   

Six months

 
   

Periods ended October 31,

 
   

2023

   

2022

   

2023

   

2022

 

Revenues

                               

FEI-NY

    68.3

%

    85.8

%

    72.2

%

    84.7

%

FEI-Zyfer

    35.0       17.4       30.9       19.2  

Less intersegment revenues

    (3.3 )     (3.2 )     (3.1 )     (3.9 )
      100.0       100.0       100.0       100.0  

Cost of revenues

    68.1       96.1       64.6       98.0  

Gross margin

    31.9       3.9       35.4       2.0  

Selling and administrative expenses

    18.8       22.7       18.7       23.4  

Research and development expenses

    6.2       6.7       5.2       10.0  

Operating income (loss)

    6.9       (25.5 )     11.5       (31.4 )

Other loss, net

    (1.0 )     (0.4 )     (0.7 )     (0.3 )

Provision for income taxes

    -       -       0.1       -  

Net income (loss)

    5.9

%

    (25.9

)%

    10.9

%

    (31.7

)%

 

Revenues

 

   

Three months

   

Six months

 
   

Periods ended October 31,

 
   

(in thousands)

 

Segment

 

2023

   

2022

   

Change

   

2023

   

2022

   

Change

 

FEI-NY

  $ 9,271     $ 7,680     $ 1,591       20.7

%

  $ 18,762     $ 14,534     $ 4,228       29.1

%

FEI-Zyfer

    4,756       1,561       3,195       204.7       8,023       3,292       4,731       143.7  

Intersegment revenues

    (452 )     (292 )     (160 )     54.8       (801 )     (673 )     (128 )     19.0  
    $ 13,575     $ 8,949     $ 4,626       51.7

%

  $ 25,984     $ 17,153     $ 8,831       51.5

%

 

For the three months ended October 31, 2023, revenues from commercial and U.S. Government communication satellite programs accounted for approximately 34% of consolidated revenues compared to approximately 48% of consolidated revenues during this same period in the prior fiscal year. Revenues are recognized primarily over time under the POC method. Revenues from the satellite market are recorded in the FEI-NY segment. Revenues from non-space U.S. Government/Department of Defense (“DOD”) customers, which are recorded in both the FEI-NY and FEI-Zyfer segments, accounted for approximately 60% of consolidated revenues for the three months ended October, 31, 2023 compared to approximately 44% of consolidated revenue during the same period in the prior fiscal year. Other commercial and industrial revenues for the three months ended October 31, 2023 accounted for approximately 5% of consolidated revenue compared to 8% in the same period of the prior fiscal year. The significant increase in revenue for this quarter, compared to the same quarter in the previous fiscal year, was in both segments and primarily related to contract awards coming in, resolution of technical problems from the previous fiscal year, and improvements made by management.

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

(Continued)

 

For the six months ended October 31, 2023, revenues from commercial and U.S. Government communication satellite programs accounted for approximately 37% of consolidated revenues compared to approximately 46% of consolidated revenues during this same period in the prior fiscal year. Revenues are recognized primarily over time under the POC method. Revenunes from the satellite market are recorded in the FEI-NY segment. Revenues from non-space U.S. Government/DOD customers, which are recorded in both the FEI-NY and FEI-Zyfer segments, accounted for approximately 58% of consolidated revenues for the six months ended October, 31, 2023 compared to approximately 47% of consolidated revenue during the same period in the prior fiscal year. Other commercial and industrial revenues for the six months ended October 31, 2023 accounted for approximately 5% of consolidated revenue compared to 8% in the same period of the prior fiscal year. The significant increase in revenue for this period, compared to the same period in the previous fiscal year, was in both segments and primarily related to contract awards coming in, resolution of technical problems from the previous fiscal year, and improvements made by management.

 

Gross Margin

 

   

Three months

   

Six months

 
   

Periods ended October 31,

 
   

(in thousands)

 
   

2023

   

2022

   

Change

   

2023

   

2022

   

Change

 
    $ 4,330     $ 350     $ 3,980       1,137.1

%

  $ 9,198     $ 345     $ 8,853       2,566.1

%

Gross margin rate

    31.9

%

    3.9

%

                    35.4

%

    2.0

%

               

 

For the three and six months ended October 31, 2023, gross margin (“GM”) and GM Rate increased compared to the same period in the prior fiscal year. The gross margin dollars increased as a direct result of the increase in revenue. The GM Rate increased significantly due to the fact that many of the technical challenges faced in the prior fiscal year have been resolved and, as a result, the related programs are now moving forward and running more efficiently. Previous programs that sustained lower margins due to technical issues are near completion, or have been completed.

 

Selling, General, and Administrative Expenses

 

 

Three months

   

Six months

 
 

Periods ended October 31,

 
 

(in thousands)

 
 

2023

   

2022

   

Change

   

2023

   

2022

   

Change

 
  $ 2,552     $ 2,034     $ 518       25.5

%

  $ 4,853     $ 4,026     $ 827       20.6

%

 

For the three months ended October 31, 2023 and 2022, selling, general, and administrative (“SG&A”) expenses were approximately 19% and 23%, respectively, of consolidated revenues. The percentage of consolidated revenue decreased 4% due to an increase in sales for the three months ended October 31, 2023 as compared to the three months ended October 31, 2022. The increase in SG&A expenses for the three months ended October 31, 2023 as compared to the prior year period was largely due to an increase in professional fees and payroll and associated costs.

 

For the six months ended October 31, 2023 and 2022 SG&A expenses were approximately 19% and 23%, respectively, of consolidated revenues. The percentage of consolidated revenue decreased 5% due to an increase in sales for the six months ended October 31, 2023 as compared to the six months ended October 31, 2022. The increase in SG&A expenses for the six months ended October 31, 2023 as compared to the prior year period was largely due to an increase in professional fees and payroll and associated costs.

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

(Continued)

 

Research and Development Expenses

 

 

Three months

   

Six months

 
 

Periods ended October 31,

 
 

(in thousands)

 
 

2023

   

2022

   

Change

   

2023

   

2022

   

Change

 
  $ 840     $ 599     $ 241       40.2

%

  $ 1,347     $ 1,709     $ (362 )     (21.2

)%

 

R&D expenditures represent investments intended to keep the Company’s products at the leading edge of time and frequency technology and enhance future competitiveness. The change in R&D expenditures for the three and six months ended October 31, 2023, was primarily due to a shift of employees between production and development depending upon availability, scheduling and necessity. The Company plans to continue to invest in R&D in the future to keep its products at the state of the art.

 

Operating Income (Loss)

 

 

Three months

   

Six months

 
 

Periods ended October 31,

 
 

(in thousands)

 
 

2023

   

2022

   

Change

   

2023

   

2022

   

Change

 
  $ 938     $ (2,283 )   $ 3,221       141.1

%

  $ 2,998     $ (5,390 )   $ 8,388       155.6

%

 

For the three and six months ended October 31, 2023, operating income increased due to a combination of increased revenue and gross margin, and the effects of certain cost cutting measures instituted by management that began in fiscal year 2023.

 

Other Income (Expense), net

 

   

Three months

   

Six months

 
   

Periods ended October 31,

 
   

(in thousands)

 
   

2023

   

2022

   

Change

   

2023

   

2022

   

Change

 

Investment (expense) income

  $ (106 )   $ (12 )   $ (94 )     783.3

%

  $ (86 )   $ 24     $ (110 )     (458.3

%)%

Interest expense

    (29 )     (18 )     (11 )     61.1

%

    (60 )     (63 )     3       (4.8

%)%

    $ (135 )   $ (30 )   $ (105 )     350.0

%

  $ (146 )   $ (39 )   $ (107 )     274.4

%

 

Other income (expense), net is derived from various sources. The income can come from reclaiming of metal, refunds, interest on deferred trust assets, or the sale of a fixed asset. Interest expense is related to the deferred compensation payments made to retired employees.

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

(Continued)

 

Provision for Income Tax

 

 

Three months

   

Six months

 
 

Periods ended October 31,

 
 

(in thousands)

 
 

2023

   

2022

   

Change

   

2023

   

2022

   

Change

 
  $ 6     $ 1     $ 5       500.0

%

  $ 13     $ 2     $ 11       550.0

%

 

   

Three months

   

Six months

 
   

Periods ended October 31,

 
   

2023

   

2022

   

2023

   

2022

 

Effective tax rate on pre-tax book income (loss):

    0.7

%

    0.0

%

    0.5

%

    0.0

%

 

The estimated annual effective tax rate for the fiscal year ending April 30, 2024 is 0%. This calculation reflects estimated income tax expense based on our current year annual pretax income forecast which is offset by the estimated change in the current year valuation allowance. The Company maintains a full valuation allowance against its deferred tax assets.

 

For the three months ended October 31, 2023, the Company recorded an income tax provision of $6,000 primarily related to state income taxes and discrete income tax provision related to an accrual of interest for unrecognized tax benefits. For the three months ended October 31, 2022, the Company recorded an income tax provision of $1,000.

 

For the six months ended October 31, 2023, the Company recorded an income tax provision of $13,000 primarily related to state income taxes and discrete income tax provision related to an accrual of interest for unrecognized tax benefits. For the six months ended October 31, 2022, the Company recorded an income tax provision of $2,000.

 

The effective tax rate for the three months ended October 31, 2023 was an income tax provision of 0.7% on pretax income of $0.8 million compared to an income tax provision of 0.0% on pretax loss of $2.3 million in the comparable prior fiscal year period. The effective tax rate for the three months ended October 31, 2023 differs from the U.S. federal statutory rate of 21% primarily due to domestic losses for which the Company is not recognizing an income tax benefit.

 

The effective tax rate for the six months ended October 31, 2023 was an income tax provision of 0.5% on pretax income of $2.9 million compared to an income tax provision of 0.0% on pretax loss of $5.4 million in the comparable prior fiscal year period. The effective tax rate for the six months ended October 31, 2023 differs from the U.S. federal statutory rate of 21% primarily due to domestic losses for which the Company is not recognizing an income tax benefit.

 

The Inflation Reduction Act of 2022 (the “Act”) was signed into U.S. law on August 16, 2022. The Act includes various tax provisions,

including an excise tax on stock repurchases, expanded tax credits for clean energy incentives, and a corporate alternative minimum tax that generally applies to U.S. corporations with average adjusted annual financial statement income over a three-year period in excess of $1 billion. The Company does not expect the Act to materially impact its consolidated financial statements.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The Company’s consolidated balance sheets continue to reflect a strong working capital position of approximately $24.7 million at October 31, 2023 and $21.0 million at April 30, 2023. Included in working capital at October 31, 2023 and April 30, 2023 was $8.7 million and $12.0 million, respectively, of cash and cash equivalents. The Company’s current ratio was 2.0 to 1 at October 31, 2023 compared to 1.8 to 1 as of April 30, 2023.

 

Net cash used in operating activities for the six months ended October 31, 2023 and 2022 was approximately $2.9 million and $0.5 million, respectively. The increase in net cash used in operating activities in the first six months of fiscal 2024 as compared to the prior fiscal year period was mainly due to operating income, offset by an increase in inventory and a decrease in contract liabilities. For the six months ended October 31, 2023 and 2022, the Company incurred approximately $2.2 million and $1.2 million, respectively, of non-cash operating expenses including amortization of ROU assets, loss provision accrual, depreciation and amortization, inventory net realizable value adjustments, deferred compensation, and accruals for employee benefit programs.

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

(Continued)

 

Net cash used in investing activities for the six months ended October 31, 2023 and 2022 was approximately $360,000 and $975,000, respectively. During the six months ended October 31, 2023, no marketable securities were sold or redeemed compared to $1.1 million for the same period of fiscal year 2023. During the six months ended October 31, 2023, no marketable securities were purchased compared to $1.4 million for the same period of fiscal year 2023. The Company acquired property, plant, and equipment in the amount of approximately $360,000 and $729,000 for the six month periods ended October 31, 2023 and 2022, respectively.

 

There were no financing activities for the six months ended October 31, 2023 or the six months ended October 31, 2022.

 

The Company has been authorized by its Board of Directors to repurchase up to $5 million worth of shares of its common stock when appropriate opportunities arise. As of October 31, 2023, the Company has repurchased approximately $4 million of its common stock out of the $5 million authorization, the majority of which has since been reissued. For the six months ended October 31, 2023 and 2022, there were no repurchases of shares.

 

The Company will continue to expend resources for R&D to develop, improve and acquire products for space applications, guidance and targeting systems, and communication systems that management believes will result in future growth and profitability. The Company anticipates securing additional customer funding for a portion of its R&D activities and will allocate internal funds depending on market conditions and identification of new opportunities. The Company expects internally generated cash will be adequate to fund these R&D efforts. The Company may also pursue acquisitions to expand its range of products and may use internally generated cash and external funding in connection with such acquisitions.

 

As of October 31, 2023, the Company’s consolidated funded backlog was approximately $50 million compared to $57 million at April 30, 2023, the end of fiscal year 2023. Approximately 75% of this backlog is expected to be realized in the next twelve months. The Company excludes from backlog any contracts or awards for which it has not received authorization to proceed. On fixed price contracts, the Company excludes any unfunded portion. Over time, as partially funded contracts become fully funded, the Company will add the additional funding to its backlog. The backlog is subject to change for various reasons, including possible cancellation of orders, change orders, terms of the contracts and other factors beyond the Company’s control. Accordingly, the backlog is not necessarily indicative of future revenues or profits (losses) which may be realized when the results of such contracts are reported.

 

The Company believes that its liquidity is adequate to meet its short-term operating and investment needs through at least December 15, 2024 and its long-term operation and investment needs for the foreseeable future thereafter.

 

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

 

 

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

(Continued)

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable to smaller reporting companies.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on their evaluation, the Company’s chief executive officer and chief financial officer have concluded that, as of October 31, 2023, the Company’s disclosure controls and procedures were effective at a reasonable assurance level.

 

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended October 31, 2023 that has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

 

PART II. OTHER INFORMATION

Item 1A. Risk Factors

 

As disclosed in “Item 1A. Risk Factors” in the Form 10-K, there are a number of risks and uncertainties that could have a material adverse effect on the Company’s business, financial position, results of operations and/or cash flows. There are no material updates or changes to the Company’s risk factors since the filing of the Form 10-K.

 

Item 6. Exhibits

 

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, 2023 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).

 

 

SIGNATURES

 

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 thereunto duly authorized.

 

 

           FREQUENCY ELECTRONICS, INC.

Dated: December 15, 2023

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)

 

 

 

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Exhibit 31.1

 

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Thomas McClelland, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Frequency Electronics, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

/s/ Thomas McClelland                                                                                                               December 15, 2023

Thomas McClelland

President and Chief Executive Officer

(Principal Executive Officer)

 

 

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Steven L. Bernstein, certify that

 

1. I have reviewed this quarterly report on Form 10-Q of Frequency Electronics, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

/s/ Steven L. Bernstein                                                                                                                December 15, 2023

Steven L. Bernstein

Chief Financial Officer, Secretary and Treasurer

(Principal Financial and Accounting Officer)

 

 

 

Exhibit 32

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Certification of CEO

 

In connection with the Quarterly Report of Frequency Electronics, Inc. (the “Company”) on Form 10-Q for the period ended October 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas McClelland, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

               /s/ Thomas McClelland                                                                                                       December 15, 2023

Thomas McClelland

President and Chief Executive Officer

 

******************

Certification of CFO

 

In connection with the Quarterly Report of Frequency Electronics, Inc. (the “Company”) on Form 10-Q for the period ended October 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven L. Bernstein, Chief Financial Officer, Secretary and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

               /s/ Steven L. Bernstein                                                                                                        December 15, 2023

Steven L. Bernstein

Chief Financial Officer, Secretary and Treasurer

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

 

 

 

 

 
v3.23.3
Document And Entity Information - shares
6 Months Ended
Oct. 31, 2023
Dec. 11, 2023
Document Information Line Items    
Entity Registrant Name FREQUENCY ELECTRONICS, INC.  
Trading Symbol FEIM  
Document Type 10-Q  
Current Fiscal Year End Date --04-30  
Entity Common Stock, Shares Outstanding   9,415,417
Amendment Flag false  
Entity Central Index Key 0000039020  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Oct. 31, 2023  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 1-8061  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 11-1986657  
Entity Address, Address Line One 55 CHARLES LINDBERGH BLVD.  
Entity Address, City or Town MITCHEL FIELD  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 11553  
City Area Code 516  
Local Phone Number 794-4500  
Title of 12(b) Security Common Stock (par value $1.00 per share)  
Security Exchange Name NASDAQ  
Entity Interactive Data Current Yes  
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Oct. 31, 2023
Apr. 30, 2023
Current assets:    
Cash and cash equivalents $ 8,708 $ 12,049
Accounts receivable, net of allowance for doubtful accounts of $111 at October 31, 2023 and April 30, 2023 3,781 4,622
Contract assets 12,474 10,009
Inventories 23,071 20,526
Prepaid income taxes 30 30
Prepaid expenses and other 1,639 1,071
Total current assets 49,703 48,307
Property, plant, and equipment, net 6,436 7,093
Goodwill 617 617
Cash surrender value of life insurance 10,404 10,220
Other assets 876 877
Right-of-use assets – operating leases 6,693 7,382
Total assets 74,729 74,496
Current liabilities:    
Accounts payable 1,245 1,464
Accrued liabilities 4,049 3,934
Loss provision accrual 1,481 1,544
Operating lease liability - current portion 1,769 1,753
Contract liabilities 16,435 18,586
Total current liabilities 24,979 27,281
Deferred compensation 8,229 8,314
Deferred taxes 8 8
Operating lease liability – non-current portion 5,126 5,883
Other liabilities 131 124
Total liabilities 38,473 41,610
Stockholders’ equity:    
Preferred stock - $1.00 par value; authorized 600 shares, no shares issued
Common stock - $1.00 par value; authorized 20,000 shares, 9,404 shares issued and 9,403 shares outstanding at October 31, 2023; 9,374 shares issued and 9,373 shares outstanding at April 30, 2023 9,405 9,374
Additional paid-in capital 49,636 49,136
Accumulated deficit (22,782) (25,621)
Common stock reacquired and held in treasury - at cost (1 share at October 31, 2023 and April 30, 2023) (3) (3)
Accumulated other comprehensive income 0 0
Total stockholders’ equity 36,256 32,886
Total liabilities and stockholders’ equity $ 74,729 $ 74,496
v3.23.3
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)
shares in Thousands, $ in Thousands
Oct. 31, 2023
Apr. 30, 2023
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts (in Dollars) $ 111 $ 111
Preferred stock, par value (in Dollars per share) $ 1 $ 1
Preferred stock - shares authorized 600 600
Preferred stock - shares issued 0 0
Common stock, par value (in Dollars per share) $ 1 $ 1
Common stock shares issued 9,404 9,374
Common stock - authorized shares 20,000 20,000
Common stock - shares outstanding 9,403 9,373
Common stock reacquired and held in treasury - share 1 1
v3.23.3
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Income Statement [Abstract]        
Revenues $ 13,575 $ 8,949 $ 25,984 $ 17,153
Cost of revenues 9,245 8,599 16,786 16,808
Gross margin 4,330 350 9,198 345
Selling and administrative expenses 2,552 2,034 4,853 4,026
Research and development expenses 840 599 1,347 1,709
Operating income (loss) 938 (2,283) 2,998 (5,390)
Other income (expense):        
Investment (expense) income (106) (12) (86) 24
Interest expense (29) (18) (60) (63)
Income (loss) before provision for income taxes 803 (2,313) 2,852 (5,429)
Provision for income taxes 6 1 13 2
Net income (loss) $ 797 $ (2,314) $ 2,839 $ (5,431)
Net income (loss) per common share:        
Basic and diluted income (loss) per share (in Dollars per share) $ 0.08 $ (0.25) $ 0.3 $ (0.58)
Weighted average shares outstanding:        
Basic and diluted (in Shares) 9,399,000 9,326,000 9,392,000 9,317,000
Condensed Consolidated Statements of Comprehensive Income (Loss)        
Net income (loss) $ 797 $ (2,314) $ 2,839 $ (5,431)
Unrealized loss on marketable securities:        
Change in market value of marketable securities before reclassification, net of tax 0 (581) 0 (552)
Reclassification adjustment for realized gains included in net income (loss), net of tax 0 16 0 1
Total unrealized loss on marketable securities, net of tax 0 (565) 0 (551)
Comprehensive income (loss) $ 797 $ (2,879) $ 2,839 $ (5,982)
v3.23.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Cash flows from operating activities:    
Net income (loss) $ 2,839 $ (5,431)
Non-cash charges to earnings 2,191 1,209
Net changes in operating assets and liabilities (8,011) 3,756
Net cash used in operating activities (2,981) (466)
Cash flows from investing activities:    
Proceeds on redemption of marketable securities 0 1,137
Purchase of marketable securities 0 (1,383)
Purchase of property, plant, and equipment, and other assets (360) (729)
Net cash used in investing activities (360) (975)
Cash flows from financing activities:    
Net cash used in financing activities 0 0
Net decrease in cash and cash equivalents (3,341) (1,441)
Cash and cash equivalents at beginning of period 12,049 11,561
Cash and cash equivalents at end of period 8,708 10,120
Supplemental disclosures of cash flow information:    
Interest 60 36
Income taxes 9 0
Cash refunded during the period for:    
Income taxes $ 0 $ 176
v3.23.3
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)
$ in Thousands
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Treasury Stock, Common [Member]
AOCI Attributable to Parent [Member]
Total
Balance at Apr. 30, 2022 $ 9,298 $ 57,956 $ (20,120) $ (6) $ (440) $ 46,688
Balance (in Shares) at Apr. 30, 2022 9,298,178     1,375    
Contribution of stock to 401(k) plan $ 17 105       122
Contribution of stock to 401(k) plan (in Shares) 16,708          
Stock-based compensation expense   (25)       (25)
Other comprehensive income (loss), net of tax         14 14
Net income (loss)     (3,117)     (3,117)
Balance at Jul. 31, 2022 $ 9,315 58,036 (23,237) $ (6) (426) 43,682
Balance (in Shares) at Jul. 31, 2022 9,314,886     1,375    
Balance at Apr. 30, 2022 $ 9,298 57,956 (20,120) $ (6) (440) 46,688
Balance (in Shares) at Apr. 30, 2022 9,298,178     1,375    
Net income (loss)           (5,431)
Balance at Oct. 31, 2022 $ 9,334 58,153 (25,551) $ (6) (991) 40,939
Balance (in Shares) at Oct. 31, 2022 9,334,268     1,375    
Balance at Jul. 31, 2022 $ 9,315 58,036 (23,237) $ (6) (426) 43,682
Balance (in Shares) at Jul. 31, 2022 9,314,886     1,375    
Contribution of stock to 401(k) plan $ 18 89       107
Contribution of stock to 401(k) plan (in Shares) 18,632          
Stock-based compensation expense $ 1 28       29
Stock-based compensation expense (in Shares) 750          
Other comprehensive income (loss), net of tax         (565) (565)
Net income (loss)     (2,314)     (2,314)
Balance at Oct. 31, 2022 $ 9,334 58,153 (25,551) $ (6) $ (991) 40,939
Balance (in Shares) at Oct. 31, 2022 9,334,268     1,375    
Balance at Apr. 30, 2023 $ 9,374 49,136 (25,621) $ (3)   32,886
Balance (in Shares) at Apr. 30, 2023 9,373,776     741    
Contribution of stock to 401(k) plan $ 17 96       113
Contribution of stock to 401(k) plan (in Shares) 17,013          
Stock-based compensation expense   128       128
Net income (loss)     2,042     2,042
Balance at Jul. 31, 2023 $ 9,391 49,360 (23,579) $ (3)   35,169
Balance (in Shares) at Jul. 31, 2023 9,390,789     741    
Balance at Apr. 30, 2023 $ 9,374 49,136 (25,621) $ (3)   $ 32,886
Balance (in Shares) at Apr. 30, 2023 9,373,776     741    
Contribution of stock to 401(k) plan (in Shares)           29,898
Net income (loss)           $ 2,839
Balance at Oct. 31, 2023 $ 9,405 49,636 (22,782) $ (3)   36,256
Balance (in Shares) at Oct. 31, 2023 9,404,424     741    
Balance at Jul. 31, 2023 $ 9,391 49,360 (23,579) $ (3)   35,169
Balance (in Shares) at Jul. 31, 2023 9,390,789     741    
Contribution of stock to 401(k) plan $ 13 75       $ 88
Contribution of stock to 401(k) plan (in Shares) 12,885         12,885
Stock-based compensation expense $ 1 201       $ 202
Stock-based compensation expense (in Shares) 750          
Net income (loss)     797     797
Balance at Oct. 31, 2023 $ 9,405 $ 49,636 $ (22,782) $ (3)   $ 36,256
Balance (in Shares) at Oct. 31, 2023 9,404,424     741    
v3.23.3
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6 Months Ended
Oct. 31, 2023
Accounting Policies [Abstract]  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE A – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

In the opinion of management of Frequency Electronics, Inc. (the “Company”), the accompanying unaudited condensed consolidated interim financial statements reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly, in all material respects, the condensed consolidated financial position of the Company as of October 31, 2023 and the results of its operations, changes in stockholders’ equity for the three and six months ended October 31, 2023 and 2022, and cash flows for the six months ended October 31, 2023 and 2022. The April 30, 2023 condensed consolidated balance sheet was derived from audited financial statements. These financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP’). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated interim financial statements should be read in conjunction with the annual consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2023, filed on July 27, 2023 with the Securities and Exchange Commission (the “Form 10-K”). The results of operations for such interim periods are not necessarily indicative of the operating results for the full fiscal year.

v3.23.3
EARNINGS (LOSS) PER SHARE
6 Months Ended
Oct. 31, 2023
Earnings Per Share [Abstract]  
Earnings Per Share [Text Block]

NOTE B – EARNINGS (LOSS) PER SHARE

 

Reconciliation of the weighted average shares outstanding for basic and diluted income (loss) per share (“EPS”) for the three and six months ended October 31, 2023 and 2022, respectively, were as follows:

 

   

Periods ended October 31,

 
   

Three months

   

Six months

 
   

2023

   

2022

   

2023

   

2022

 

Weighted average shares outstanding:

                               

Basic EPS shares outstanding (weighted average)

    9,399,052       9,326,347       9,391,714       9,317,143  

Effect of dilutive securities

   
**
     
**
     
**
     
**
 

Diluted EPS shares outstanding

    9,399,052       9,326,347       9,391,714       9,317,143  

 

** For the three and six months ended October 31, 2023 and 2022, dilutive securities are excluded from the calculation of EPS since the inclusion of such shares would be antidilutive. The exercisable shares excluded for the three and six months ended October 31, 2023 was 97,000 shares. The exercisable shares excluded for the three and six months ended October 31, 2022 was 243,625 shares.

v3.23.3
CONTRACT (LIABILITIES) ASSETS
6 Months Ended
Oct. 31, 2023
Contractors [Abstract]  
Long-Term Contracts or Programs Disclosure [Text Block]

NOTE C – CONTRACT (LIABILITIES) ASSETS

 

At October 31, 2023 and April 30, 2023, contract assets and contract liabilities, consisted of the following (in thousands):

 

   

October 31, 2023

   

April 30, 2023

 
                 

Contract assets

  $ 12,474     $ 10,009  

Contract liabilities

    (16,435 )     (18,586 )

 

Contract assets represent revenue recognized on long-term contracts that have not been billed at the balance sheet dates, and contract liabilities represent a liability for amounts billed in excess of the revenue recognized. Amounts are billed to customers pursuant to contract terms. In general, the recorded amounts will be billed and collected or revenue recognized within twelve months of the balance sheet dates. Revenue on these long-term contracts are accounted for over time using the percentage-of-completion (“POC”) method. Fluctuations of contract assets and contract liabilities are due to the timing of funding, amounts billed and revenue recorded. Contract assets increased $2.5 million during the six months ended October 31, 2023, primarily due to revenue recognized during the six months ended October 31, 2023 for which we have not yet billed our customers. Contract liabilities decreased $2.2 million during the six months ended October 31, 2023, primarily due to revenue recognized on these performance obligations. During the three and six months ended October 31, 2023, we recognized $4.4 million and $8.1 million, respectively, of our contract liabilities at April 30, 2023 as revenue. During the three and six months ended October 31, 2022, we recognized $1.9 million and $4.4 million, respectively, of our contract liabilities at April 30, 2022 as revenue. During the three and six months ended October 31, 2023, revenue recognized under POC contracts was approximately $12.3 million and $24.0 million, respectively. During the three and six months ended October 31, 2022, revenue recognized under POC contracts was approximately $8.7 million and $16.6 million, respectively. If contract losses are anticipated, a loss provision is recorded for the full amount of such losses when they are determinable. Total contract losses, recorded in cost of revenue, for the three and six months ended October 31, 2023 were approximately $1.4 million and $1.5 million, respectively. Total contract losses, recorded in cost of revenue, for the three and six months ended October 31, 2022 were approximately $0.7 million and $2.0 million, respectively.

v3.23.3
EMPLOYEE BENEFIT PLANS
6 Months Ended
Oct. 31, 2023
Disclosure Text Block Supplement [Abstract]  
Compensation and Employee Benefit Plans [Text Block]

NOTE D – EMPLOYEE BENEFIT PLANS

 

During the three and six months ended October 31, 2023, the Company made contributions of 12,885 and 29,898 shares, respectively, of its common stock to the Company’s profit-sharing plan and trust under Section 401(k) of the Internal Revenue Code. Such contributions are in accordance with the Company’s discretionary match of employee voluntary contributions to this plan.

 

Deferred compensation expense charged to selling and administrative expenses during the three and six months ended October 31, 2023, was approximately $109,000 and $217,000, respectively. Payments made related to deferred compensation, inclusive of approximately $29,000 and $60,000, respectively, of interest expense, were approximately $175,000 and $361,000 for the same periods. Deferred compensation expense charged to selling and administrative expenses during the three and six months ended October 31, 2022, was approximately $109,000 and $218,000, respectively. Payments made related to deferred compensation, inclusive of approximately $18,000 and $36,000, respectively, of interest expense were approximately $159,000 and $320,000 for the same periods.

v3.23.3
INVENTORIES
6 Months Ended
Oct. 31, 2023
Inventory Disclosure [Abstract]  
Inventory Disclosure [Text Block]

NOTE E – INVENTORIES

 

Inventories, which are reported at the lower of cost and net realizable value, consisted of the following (in thousands):

 

   

October 31, 2023

   

April 30, 2023

 

Raw materials and component parts

  $ 14,193     $ 12,460  

Work in progress

    8,336       7,547  

Finished goods

    542       519  
    $ 23,071     $ 20,526  
v3.23.3
RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
6 Months Ended
Oct. 31, 2023
Disclosure Text Block [Abstract]  
Lessee, Operating Leases [Text Block]

NOTE F – RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

 

The Company’s leases primarily represent offices, warehouses, vehicles, manufacturing facilities and Research and Development (“R&D”) facilities which expire at various times through 2029 and are operating leases. Contractual arrangements are evaluated at inception to determine if the agreement contains a lease.

 

New York lease. In February 2019, the Company entered into an agreement to lease a building to be used as a corporate headquarters office and manufacturing facility in Mitchell Field, NY (“New York lease”). The New York lease expires September 30, 2029 and contains renewal options, early termination, rent abatement, and escalation clauses that are factored into our determination of lease payments when appropriate. We include options to extend or terminate leases in the Right-of-Use (“ROU”) operating lease asset and liability when it is reasonably certain we will exercise these options. As of October 31, 2023, lease options were not included in the calculation of the ROU operating lease asset and liability. ROU assets and lease liabilities are recorded based on the present value of future lease payments which will factor in certain qualifying initial direct costs incurred as well as any lease incentives that may have been received. Lease expenses for operating lease payments are recognized on a straight-line basis over the lease term.

 

California lease. In October 2017, the Company entered into an agreement to lease a building to be used as an office and manufacturing facility in Garden Grove, CA (“California lease”). The California lease expires January 31, 2025 and contains renewal options, early termination, rent abatement, and escalation clauses that are factored into our determination of lease payments when appropriate. We include options to extend or terminate leases in the ROU operating lease asset and liability when it is reasonably certain we will exercise these options. As of October 31, 2023, lease options were not included in the calculation of the ROU operating lease asset and liability. ROU assets and lease liabilities are recorded based on the present value of future lease payments which will factor in certain qualifying initial direct costs incurred as well as any lease incentives that may have been received. Lease expenses for operating lease payments are recognized on a straight-line basis over the lease term.

 

New Jersey lease. In February 2022, the Company entered into an agreement to lease a building to be used as an office and manufacturing facility in Northvale, NJ (“New Jersey lease”). The New Jersey lease expires January 31, 2025 and contains renewal options, early termination, rent abatement, and escalation clauses that are factored into our determination of lease payments when appropriate. We include options to extend or terminate leases in the ROU operating lease asset and liability when it is reasonably certain we will exercise these options. As of October 31, 2023, lease options were not included in the calculation of the ROU operating lease asset and liability. ROU assets and lease liabilities are recorded based on the present value of future lease payments which will factor in certain qualifying initial direct costs incurred as well as any lease incentives that may have been received. Lease expenses for operating lease payments are recognized on a straight-line basis over the lease term.

 

The Company elected the practical expedient for short-term leases which allows leases with terms of 12 months or less to be recorded on a straight-line basis over the lease term without being recognized on the consolidated balance sheets.

 

The table below presents ROU assets and liabilities recorded on the respective consolidated balance sheets as follows (in thousands):

 

 

Classification

 

October 31, 2023

   

April 30, 2023

 

Assets

                 

Operating lease ROU assets

ROU assets - operating leases

  $ 6,693     $ 7,382  
                   

Liabilities

                 

Operating lease liabilities (short-term)

Operating lease liability - current portion

    1,769       1,753  

Operating lease liabilities (long-term)

Operating lease liability - non-current portion

    5,126       5,883  

Total lease liabilities

  $ 6,895     $ 7,636  

 

Total operating lease expense was $466,000 and $921,000 for the three and six months ended October 31, 2023, respectively, the majority of which is included in cost of revenues and the remaining amount in selling and administrative expenses on the unaudited condensed consolidated statements of operations. Total operating lease expense was $481,000 and $962,000 for the three and six months ended October 31, 2022, respectively, the majority of which is included in cost of revenues and the remaining amount in selling and administrative expenses on the unaudited condensed consolidated statements of operations.

 

The table below reconciles the undiscounted cash flows for each of the first four fiscal years and total of the remaining fiscal years to the operating lease liabilities recorded on the unaudited condensed consolidated balance sheet as of October 31, 2023:

 

Fiscal Year Ending April 30,

 

(in thousands)

 
         

Remainder of 2024

  $ 815  

2025

    1,844  

2026

    1,328  

2027

    937  

2028

    1,262  

Thereafter

    1,976  

Total lease payments

    8,162  

Less imputed interest

    (1,267 )

Present value of future lease payments

    6,895  

Less current obligations under leases

    (1,769 )

Long-term lease obligations

    5,126  

 

As of October 31, 2023 and 2022, the weighted-average remaining lease term for all operating leases was 5.27 years and 5.97 years, respectively. The Company does not generally have access to the rate implicit in the leases and therefore selected a rate that is reflective of companies with similar credit ratings for secured debt as the discount rate. The weighted average discount rate for operating leases as of October 31, 2023 and 2022, was 6.28% and 6.19%, respectively.

v3.23.3
SEGMENT INFORMATION
6 Months Ended
Oct. 31, 2023
Segment Reporting [Abstract]  
Segment Reporting Disclosure [Text Block]

NOTE G – SEGMENT INFORMATION

 

The Company operates under two reportable segments based on the geographic locations of its subsidiaries:

 

 

(1)

FEI-NY – operates out of New York and its operations consist principally of precision time and frequency control products used in three principal markets: communication satellites (both commercial and U.S. Government-funded); terrestrial cellular telephone or other ground-based telecommunication stations; and other components and systems for the U.S. military.

The FEI-NY segment also includes the operations of the Company’s wholly owned subsidiary, FEI-Elcom. FEI-Elcom, in addition to its own product line, provides design and technical support for the FEI-NY segment’s communication satellite business.

 

 

(2)

FEI-Zyfer – operates out of California and its products incorporate Global Positioning System (GPS) technologies into systems and subsystems for secure communications, both government and commercial, and other locator applications. This segment also provides sales and support for the Company’s wireline telecommunications family of products, including US5G, which are sold in the U.S. market.

 

The Company measures segment performance based on total revenues and profits generated by each geographic location rather than on the specific types of customers or end-users. Consequently, the Company determined that the segments indicated above most appropriately reflect the way the Company’s management views the business.

 

The accounting policies of the two segments are the same as those described in “Note 1. Summary of Accounting Policies” to the consolidated financial statements included in the Form 10-K. The Company evaluates the performance of its segments and allocates resources to them based on operating profit (loss), which is defined as income before investment (expense) income, interest expense, other income (expense), and taxes. All acquired assets, including intangible assets, are included in the assets of the applicable reporting segment.

 

The tables below present information about reported segments with reconciliation of segment amounts to consolidated amounts as reported in the condensed consolidated statements of operations or the consolidated balance sheets for each of the periods (in thousands):

 

   

Periods ended October 31,

 
   

Three months

   

Six months

 
   

2023

   

2022

   

2023

   

2022

 

Revenues:

                               

FEI-NY

  $ 9,271     $ 7,680     $ 18,762     $ 14,534  

FEI-Zyfer

    4,756       1,561       8,023       3,292  

less intersegment revenues

    (452 )     (292 )     (801 )     (673 )

Consolidated revenues

  $ 13,575     $ 8,949     $ 25,984     $ 17,153  

 

Operating income (loss):

                               

FEI-NY

  $ (231 )   $ (1,389 )   $ 1,249     $ (3,978 )

FEI-Zyfer

    1,484       (792 )     2,163       (1,230 )

less intersegment profit

    (79 )     -       (140 )     -  

Corporate

    (236 )     (102 )     (274 )     (182 )

Consolidated operating income (loss)

  $ 938     $ (2,283 )   $ 2,998     $ (5,390 )

 

   

October 31, 2023

   

April 30, 2023

 

Identifiable assets:

               

FEI-NY

  $ 37,315     $ 39,005  

FEI-Zyfer

    13,369       10,699  

less intersegment balances

    (198 )     (58 )

Corporate

    24,243       24,850  

Consolidated identifiable assets

  $ 74,729     $ 74,496  

 

Total revenue recognized over time as POC and Passage of Title (“POT”) was approximately $12.3 million and $1.3 million, respectively, of the $13.6 million reported for the three months ended October 31, 2023. Total revenue recognized over time as POC and POT was approximately $24.0 million and $2.0 million, respectively, of the $26.0 million reported for the six months ended October 31, 2023. Total revenue recognized over time as POC and POT was approximately $8.7 million and $0.3 million, respectively, of the $9.0 million reported for the three months ended October 31, 2022. Total revenue recognized over time as POC and POT was approximately $16.6 million and $0.5 million, respectively, of the $17.2 million reported for the six months ended October 31, 2022. The amounts by segment and product line were as follows (in thousands):

 

   

Three Months Ended October 31,

 
   

2023

   

2022

 
   

POC

Revenue

   

POT
Revenue

   

Total
Revenue

   

POC

Revenue

   

POT
Revenue

   

Total
Revenue

 

FEI-NY

  $ 7,894     $ 1,377     $ 9,271     $ 7,173     $ 507     $ 7,680  

FEI-Zyfer

    4,402       354       4,756       1,481       80       1,561  

Intersegment

    -       (452 )     (452 )     -       (292 )     (292 )

Revenues

  $ 12,296     $ 1,279     $ 13,575     $ 8,654     $ 295     $ 8,949  

 

   

Six Months Ended October 31,

 
   

2023

   

2022

 
   

POC

   

POT

   

Total

   

POC

   

POT

   

Total

 
   

Revenue

    Revenue     Revenue    

Revenue

    Revenue      Revenue  

FEI-NY

  $ 16,569     $ 2,193     $ 18,762     $ 13,451     $ 1,083     $ 14,534  

FEI-Zyfer

    7,449       574       8,023       3,156       136       3,292  

Intersegment

    -       (801 )     (801 )     -       (673 )     (673 )

Revenues

  $ 24,018     $ 1,966     $ 25,984     $ 16,607     $ 546     $ 17,153  

 

   

Periods ended October 31,

 
   

Three months

   

Six months

 
   

2023

   

2022

   

2023

   

2022

 

Revenues by product line:

                               

Satellite revenue

  $ 4,664     $ 4,333     $ 9,522     $ 7,808  

Government non-space revenue

    8,201       3,918       15,080       7,983  

Other commercial & industrial revenue

    710       698       1,382       1,362  

Consolidated revenues

  $ 13,575     $ 8,949     $ 25,984     $ 17,153  
v3.23.3
INVESTMENT IN MORION, INC.
6 Months Ended
Oct. 31, 2023
Schedule of Investments [Abstract]  
Investment Holdings [Text Block]

NOTE H – INVESTMENT IN MORION, INC.

 

The Company has an investment in Morion, Inc. (“Morion”), a privately held Russian company, which manufactures high precision quartz resonators and crystal oscillators. The Company has also licensed certain technology to Morion. During the three and six months ended October 31, 2023, the Company did not acquire any product from Morion. During the three and six months ended October 31, 2022, the Company acquired product from Morion in the aggregate amount of approximately $31,000 for both periods.

 

The Company’s investment consists of 4.6% of Morion’s outstanding shares, accordingly, the Company accounts for its investment in Morion on the cost basis. Morion is a less than wholly owned subsidiary of Gazprombank, a state-owned Russian bank. The U.S. Ukraine-related sanctions regime has since 2014 included a list of sectoral sanctions identifications (“SSI”) pursuant to Executive Order 13662, which prohibits certain transactions, including certain extensions of credit, with an entity designated as an SSI or certain affiliates of an entity designated as an SSI. On July 16, 2014, after the Company’s investment in Morion, Gazprombank was designated as an SSI.

 

Due to the current Russia-Ukraine conflict and resulting sanctions, the future status of the Company’s equity investment in Morion is uncertain. In response to these conditions, in connection with the preparation of the audited financial statements included in the Form 10-K for the fiscal year ended April 30, 2022, as amended, the Company impaired its investment in Morion in full. The likelihood of future sales to, purchases from, and dividend payments from Morion is remote.

v3.23.3
RECENT ACCOUNTING PRONOUNCEMENTS
6 Months Ended
Oct. 31, 2023
Accounting Standards Update and Change in Accounting Principle [Abstract]  
Accounting Standards Update and Change in Accounting Principle [Text Block]

NOTE I – RECENT ACCOUNTING PRONOUNCEMENTS

 

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which expands on the required disclosure of incremental segment information. The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company expects the new standard to have an immaterial effect on its consolidated financial statements when adopted in fiscal year 2025.

v3.23.3
CREDIT FACILITY
6 Months Ended
Oct. 31, 2023
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]

NOTE J – CREDIT FACILITY

 

As of October 31, 2023, the Company neither had any borrowings nor any borrowing capacity pursuant to a credit facility. As of April 30, 2023, the Company retired its advisory credit arrangement with UBS Bank USA. Prior to retiring the advisory credit arrangement, no borrowings were made during fiscal 2023.

v3.23.3
DEFERRED INCOME TAXES
6 Months Ended
Oct. 31, 2023
Income Tax Disclosure [Abstract]  
Income Tax Disclosure [Text Block]

NOTE K – DEFERRED INCOME TAXES

 

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future.

 

As required by the authoritative guidance on accounting for income taxes, we evaluate the realization of deferred tax assets on a jurisdictional basis at each reporting date. We consider all positive and negative evidence, including the reversal of deferred tax liabilities, projected future taxable income, tax planning strategies, and results of recent operations. Accounting for income taxes requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets will not be realizable, we establish a valuation allowance. As of October 31, 2023, and April 30, 2023, the Company maintained a full valuation allowance against its deferred tax assets. If these estimates and assumptions change in the future, the Company may be required to adjust its existing valuation allowance resulting in changes to deferred income tax expense.

v3.23.3
EARNINGS (LOSS) PER SHARE (Tables)
6 Months Ended
Oct. 31, 2023
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Reconciliation of the weighted average shares outstanding for basic and diluted income (loss) per share (“EPS”) for the three and six months ended October 31, 2023 and 2022, respectively, were as follows:
   

Periods ended October 31,

 
   

Three months

   

Six months

 
   

2023

   

2022

   

2023

   

2022

 

Weighted average shares outstanding:

                               

Basic EPS shares outstanding (weighted average)

    9,399,052       9,326,347       9,391,714       9,317,143  

Effect of dilutive securities

   
**
     
**
     
**
     
**
 

Diluted EPS shares outstanding

    9,399,052       9,326,347       9,391,714       9,317,143  

** For the three and six months ended October 31, 2023 and 2022, dilutive securities are excluded from the calculation of EPS since the inclusion of such shares would be antidilutive. The exercisable shares excluded for the three and six months ended October 31, 2023 was 97,000 shares. The exercisable shares excluded for the three and six months ended October 31, 2022 was 243,625 shares.

v3.23.3
CONTRACT (LIABILITIES) ASSETS (Tables)
6 Months Ended
Oct. 31, 2023
Contractors [Abstract]  
Costs and Estimated Earnings in Excess of Billings, Net [Table Text Block] At October 31, 2023 and April 30, 2023, contract assets and contract liabilities, consisted of the following (in thousands):
   

October 31, 2023

   

April 30, 2023

 
                 

Contract assets

  $ 12,474     $ 10,009  

Contract liabilities

    (16,435 )     (18,586 )
v3.23.3
INVENTORIES (Tables)
6 Months Ended
Oct. 31, 2023
Inventory Disclosure [Abstract]  
Schedule of Inventory, Current [Table Text Block] Inventories, which are reported at the lower of cost and net realizable value, consisted of the following (in thousands):
   

October 31, 2023

   

April 30, 2023

 

Raw materials and component parts

  $ 14,193     $ 12,460  

Work in progress

    8,336       7,547  

Finished goods

    542       519  
    $ 23,071     $ 20,526  
v3.23.3
RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Tables)
6 Months Ended
Oct. 31, 2023
Disclosure Text Block [Abstract]  
Lease, Cost [Table Text Block] The table below presents ROU assets and liabilities recorded on the respective consolidated balance sheets as follows (in thousands):
 

Classification

 

October 31, 2023

   

April 30, 2023

 

Assets

                 

Operating lease ROU assets

ROU assets - operating leases

  $ 6,693     $ 7,382  
                   

Liabilities

                 

Operating lease liabilities (short-term)

Operating lease liability - current portion

    1,769       1,753  

Operating lease liabilities (long-term)

Operating lease liability - non-current portion

    5,126       5,883  

Total lease liabilities

  $ 6,895     $ 7,636  
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] The table below reconciles the undiscounted cash flows for each of the first four fiscal years and total of the remaining fiscal years to the operating lease liabilities recorded on the unaudited condensed consolidated balance sheet as of October 31, 2023:

Fiscal Year Ending April 30,

 

(in thousands)

 
         

Remainder of 2024

  $ 815  

2025

    1,844  

2026

    1,328  

2027

    937  

2028

    1,262  

Thereafter

    1,976  

Total lease payments

    8,162  

Less imputed interest

    (1,267 )

Present value of future lease payments

    6,895  

Less current obligations under leases

    (1,769 )

Long-term lease obligations

    5,126  
v3.23.3
SEGMENT INFORMATION (Tables)
6 Months Ended
Oct. 31, 2023
Segment Reporting [Abstract]  
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] The tables below present information about reported segments with reconciliation of segment amounts to consolidated amounts as reported in the condensed consolidated statements of operations or the consolidated balance sheets for each of the periods (in thousands):
   

Periods ended October 31,

 
   

Three months

   

Six months

 
   

2023

   

2022

   

2023

   

2022

 

Revenues:

                               

FEI-NY

  $ 9,271     $ 7,680     $ 18,762     $ 14,534  

FEI-Zyfer

    4,756       1,561       8,023       3,292  

less intersegment revenues

    (452 )     (292 )     (801 )     (673 )

Consolidated revenues

  $ 13,575     $ 8,949     $ 25,984     $ 17,153  
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]

Operating income (loss):

                               

FEI-NY

  $ (231 )   $ (1,389 )   $ 1,249     $ (3,978 )

FEI-Zyfer

    1,484       (792 )     2,163       (1,230 )

less intersegment profit

    (79 )     -       (140 )     -  

Corporate

    (236 )     (102 )     (274 )     (182 )

Consolidated operating income (loss)

  $ 938     $ (2,283 )   $ 2,998     $ (5,390 )
Reconciliation of Assets from Segment to Consolidated [Table Text Block]
   

October 31, 2023

   

April 30, 2023

 

Identifiable assets:

               

FEI-NY

  $ 37,315     $ 39,005  

FEI-Zyfer

    13,369       10,699  

less intersegment balances

    (198 )     (58 )

Corporate

    24,243       24,850  

Consolidated identifiable assets

  $ 74,729     $ 74,496  
Disaggregation of Revenue [Table Text Block] The amounts by segment and product line were as follows (in thousands):
   

Three Months Ended October 31,

 
   

2023

   

2022

 
   

POC

Revenue

   

POT
Revenue

   

Total
Revenue

   

POC

Revenue

   

POT
Revenue

   

Total
Revenue

 

FEI-NY

  $ 7,894     $ 1,377     $ 9,271     $ 7,173     $ 507     $ 7,680  

FEI-Zyfer

    4,402       354       4,756       1,481       80       1,561  

Intersegment

    -       (452 )     (452 )     -       (292 )     (292 )

Revenues

  $ 12,296     $ 1,279     $ 13,575     $ 8,654     $ 295     $ 8,949  

 

   

Six Months Ended October 31,

 
   

2023

   

2022

 
   

POC

   

POT

   

Total

   

POC

   

POT

   

Total

 
   

Revenue

    Revenue     Revenue    

Revenue

    Revenue      Revenue  

FEI-NY

  $ 16,569     $ 2,193     $ 18,762     $ 13,451     $ 1,083     $ 14,534  

FEI-Zyfer

    7,449       574       8,023       3,156       136       3,292  

Intersegment

    -       (801 )     (801 )     -       (673 )     (673 )

Revenues

  $ 24,018     $ 1,966     $ 25,984     $ 16,607     $ 546     $ 17,153  
Revenue from External Customers by Products and Services [Table Text Block]
   

Periods ended October 31,

 
   

Three months

   

Six months

 
   

2023

   

2022

   

2023

   

2022

 

Revenues by product line:

                               

Satellite revenue

  $ 4,664     $ 4,333     $ 9,522     $ 7,808  

Government non-space revenue

    8,201       3,918       15,080       7,983  

Other commercial & industrial revenue

    710       698       1,382       1,362  

Consolidated revenues

  $ 13,575     $ 8,949     $ 25,984     $ 17,153  
v3.23.3
EARNINGS (LOSS) PER SHARE (Details) - shares
3 Months Ended 6 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Earnings Per Share [Abstract]        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 97,000 243,625 97,000 243,625
v3.23.3
EARNINGS (LOSS) PER SHARE (Details) - Schedule of Earnings Per Share, Basic and Diluted - shares
3 Months Ended 6 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Weighted average shares outstanding:        
Basic EPS shares outstanding (weighted average) 9,399,052 9,326,347 9,391,714 9,317,143
Effect of dilutive securities [1]
Diluted EPS shares outstanding 9,399,052 9,326,347 9,391,714 9,317,143
[1] For the three and six months ended October 31, 2023 and 2022, dilutive securities are excluded from the calculation of EPS since the inclusion of such shares would be antidilutive. The exercisable shares excluded for the three and six months ended October 31, 2023 was 97,000 shares. The exercisable shares excluded for the three and six months ended October 31, 2022 was 243,625 shares.
v3.23.3
CONTRACT (LIABILITIES) ASSETS (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
CONTRACT (LIABILITIES) ASSETS (Details) [Line Items]        
Increase (Decrease) in Contract with Customer, Asset     $ 2,500  
Increase (Decrease) in Contract with Customer, Liability     (2,200)  
Revenues $ 13,575 $ 8,949 25,984 $ 17,153
Loss on Contracts 1,400 700 1,500 2,000
Contract Liabilities [Member]        
CONTRACT (LIABILITIES) ASSETS (Details) [Line Items]        
Revenues 4,400 1,900 8,100 4,400
Contracts Accounted for under Percentage of Completion [Member]        
CONTRACT (LIABILITIES) ASSETS (Details) [Line Items]        
Revenues $ 12,300 $ 8,700 $ 24,000 $ 16,600
v3.23.3
CONTRACT (LIABILITIES) ASSETS (Details) - Costs and Estimated Earnings in Excess of Billings, Net - USD ($)
$ in Thousands
Oct. 31, 2023
Apr. 30, 2023
Costs And Estimated Earnings In Excess Of Billings Net Abstract    
Contract Assets $ 12,474 $ 10,009
Contract Liabilities $ (16,435) $ (18,586)
v3.23.3
EMPLOYEE BENEFIT PLANS (Details) - USD ($)
3 Months Ended 6 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
EMPLOYEE BENEFIT PLANS (Details) [Line Items]        
Stock Issued During Period, Shares, Employee Benefit Plan (in Shares) 12,885   29,898  
Deferred Compensation Arrangement with Individual, Compensation Expense $ 109,000 $ 109,000 $ 217,000 $ 218,000
Deferred Compensation Arrangement with Individual, Distribution Paid 175,000 159,000 361,000 320,000
Interest Expense [Member]        
EMPLOYEE BENEFIT PLANS (Details) [Line Items]        
Deferred Compensation Arrangement with Individual, Compensation Expense $ 29,000 $ 18,000 $ 60,000 $ 36,000
v3.23.3
INVENTORIES (Details) - Schedule of Inventory, Current - USD ($)
$ in Thousands
Oct. 31, 2023
Apr. 30, 2023
Schedule Of Inventory Current Abstract    
Raw materials and component parts $ 14,193 $ 12,460
Work in progress 8,336 7,547
Finished goods 542 519
$ 23,071 $ 20,526
v3.23.3
RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Details) - USD ($)
3 Months Ended 6 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Disclosure Text Block [Abstract]        
Operating Lease, Expense $ 466,000 $ 481,000 $ 921,000 $ 962,000
Operating Lease, Weighted Average Remaining Lease Term 5 years 3 months 7 days 5 years 11 months 19 days 5 years 3 months 7 days 5 years 11 months 19 days
Operating Lease, Weighted Average Discount Rate, Percent 6.28% 6.19% 6.28% 6.19%
v3.23.3
RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Details) - Lease, Cost - USD ($)
$ in Thousands
Oct. 31, 2023
Apr. 30, 2023
Assets    
Operating lease ROU assets $ 6,693 $ 7,382
Liabilities    
Operating lease liabilities (short-term) 1,769 1,753
Operating lease liabilities (long-term) 5,126 5,883
Total lease liabilities $ 6,895 $ 7,636
v3.23.3
RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($)
$ in Thousands
Oct. 31, 2023
Apr. 30, 2023
Lessee Operating Lease Liability Maturity Abstract    
Remainder of 2024 $ 815  
2025 1,844  
2026 1,328  
2027 937  
2028 1,262  
Thereafter 1,976  
Total lease payments 8,162  
Less imputed interest (1,267)  
Present value of future lease payments 6,895 $ 7,636
Less current obligations under leases (1,769) (1,753)
Long-term lease obligations $ 5,126 $ 5,883
v3.23.3
SEGMENT INFORMATION (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2023
USD ($)
Oct. 31, 2022
USD ($)
Oct. 31, 2023
USD ($)
Oct. 31, 2022
USD ($)
SEGMENT INFORMATION (Details) [Line Items]        
Number of Reportable Segments     2  
Number Of Principal Markets 3   3  
Revenues $ 13,575 $ 8,949 $ 25,984 $ 17,153
POC Revenue [Member]        
SEGMENT INFORMATION (Details) [Line Items]        
Revenues 12,296 8,654 24,018 16,607
POT Revenue [Member]        
SEGMENT INFORMATION (Details) [Line Items]        
Revenues $ 1,279 $ 295 $ 1,966 $ 546
v3.23.3
SEGMENT INFORMATION (Details) - Reconciliation of Revenue from Segments to Consolidated - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Segment Reporting, Revenue Reconciling Item [Line Items]        
Revenues $ 13,575 $ 8,949 $ 25,984 $ 17,153
Frequency Electronics Inc New York [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Revenues 9,271 7,680 18,762 14,534
Frequency Electronics Inc Zyfer [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Revenues 4,756 1,561 8,023 3,292
Inter Segment [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Revenues $ (452) $ (292) $ (801) $ (673)
v3.23.3
SEGMENT INFORMATION (Details) - Reconciliation of Operating Profit (Loss) from Segments to Consolidated - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Consolidated operating income (loss) $ 938 $ (2,283) $ 2,998 $ (5,390)
Frequency Electronics Inc New York [Member]        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Consolidated operating income (loss) (231) (1,389) 1,249 (3,978)
Frequency Electronics Inc Zyfer [Member]        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Consolidated operating income (loss) 1,484 (792) 2,163 (1,230)
Inter Segment [Member]        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Consolidated operating income (loss) (79) 0 (140) 0
Corporate Segment [Member]        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Consolidated operating income (loss) $ (236) $ (102) $ (274) $ (182)
v3.23.3
SEGMENT INFORMATION (Details) - Schedule of Reconciliation of Assets from Segment to Consolidated - USD ($)
$ in Thousands
Oct. 31, 2023
Apr. 30, 2023
Segment Reporting, Asset Reconciling Item [Line Items]    
Identifiable Assets $ 74,729 $ 74,496
Frequency Electronics Inc New York [Member]    
Segment Reporting, Asset Reconciling Item [Line Items]    
Identifiable Assets 37,315 39,005
Frequency Electronics Inc Zyfer [Member]    
Segment Reporting, Asset Reconciling Item [Line Items]    
Identifiable Assets 13,369 10,699
Inter Segment [Member]    
Segment Reporting, Asset Reconciling Item [Line Items]    
Identifiable Assets (198) (58)
Corporate Segment [Member]    
Segment Reporting, Asset Reconciling Item [Line Items]    
Identifiable Assets $ 24,243 $ 24,850
v3.23.3
SEGMENT INFORMATION (Details) - Disaggregation of Revenue - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Disaggregation of Revenue [Line Items]        
Revenue $ 13,575 $ 8,949 $ 25,984 $ 17,153
Frequency Electronics Inc New York [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 9,271 7,680 18,762 14,534
Frequency Electronics Inc Zyfer [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 4,756 1,561 8,023 3,292
Inter Segment [Member]        
Disaggregation of Revenue [Line Items]        
Revenue (452) (292) (801) (673)
POC Revenue [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 12,296 8,654 24,018 16,607
POC Revenue [Member] | Frequency Electronics Inc New York [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 7,894 7,173 16,569 13,451
POC Revenue [Member] | Frequency Electronics Inc Zyfer [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 4,402 1,481 7,449 3,156
POC Revenue [Member] | Inter Segment [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 0 0 0 0
POT Revenue [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 1,279 295 1,966 546
POT Revenue [Member] | Frequency Electronics Inc New York [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 1,377 507 2,193 1,083
POT Revenue [Member] | Frequency Electronics Inc Zyfer [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 354 80 574 136
POT Revenue [Member] | Inter Segment [Member]        
Disaggregation of Revenue [Line Items]        
Revenue $ (452) $ (292) $ (801) $ (673)
v3.23.3
SEGMENT INFORMATION (Details) - Revenue from External Customers by Products and Services - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2023
Oct. 31, 2022
Revenue from External Customer [Line Items]        
Revenue $ 13,575 $ 8,949 $ 25,984 $ 17,153
Satellite Revenue [Member]        
Revenue from External Customer [Line Items]        
Revenue 4,664 4,333 9,522 7,808
Government Non-Space Revenue [Member]        
Revenue from External Customer [Line Items]        
Revenue 8,201 3,918 15,080 7,983
Other Commercial & Industrial Revenue [Member]        
Revenue from External Customer [Line Items]        
Revenue $ 710 $ 698 $ 1,382 $ 1,362
v3.23.3
INVESTMENT IN MORION, INC. (Details) - USD ($)
3 Months Ended 6 Months Ended
Oct. 31, 2022
Oct. 31, 2022
Oct. 31, 2023
INVESTMENT IN MORION, INC. (Details) [Line Items]      
Revenue from Contract with Customer, Including Assessed Tax $ 31,000    
Cost Method Investment Ownership Percentage     4.60%
Morion Inc [Member]      
INVESTMENT IN MORION, INC. (Details) [Line Items]      
Revenue from Contract with Customer, Including Assessed Tax   $ 31,000  
Morion Inc [Member]      
INVESTMENT IN MORION, INC. (Details) [Line Items]      
Cost Method Investment Ownership Percentage 4.60% 4.60%  

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