10-Q

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, 2024

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, 2024 – 9,611,441

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

TABLE OF CONTENTS

	Page No.
Part I. Financial Information:
Item 1 - Financial Statements:
Condensed Consolidated Balance Sheets – October 31, 2024 (unaudited) and April 30, 2024	3
Condensed Consolidated Statements of Operations and Comprehensive Income – Three and Six Months Ended October 31, 2024 and 2023 (unaudited)	4
Condensed Consolidated Statements of Cash Flows Six months ended October 31, 2024 and 2023 (unaudited)	5
Condensed Consolidated Statements of Changes in Stockholders’ Equity – Three and Six Months Ended October 31, 2024 and 2023 (unaudited)	6
Notes to Condensed Consolidated Financial Statements (unaudited)	7-12
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations	13-18
Item 3 - Quantitative and Qualitative Disclosures About Market Risk	19
Item 4 - Controls and Procedures	19
Part II. Other Information:
Item 1A - Risk Factors	21
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 5 - Other Information	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,
	2024			2024
	(UNAUDITED)
ASSETS:
Current assets:
Cash and cash equivalents	$	9,698		$	18,320
Accounts receivable, net of allowances of $110 at October 31, 2024 and April 30, 2024		4,088			4,614
Contract assets		12,092			10,523
Inventories		25,480			23,431
Prepaid income taxes		12			37
Prepaid expenses and other		1,578			1,196
Total current assets		52,948			58,121
Property, plant, and equipment, net		6,274			6,438
Goodwill		617			617
Cash surrender value of life insurance		10,443			10,221
Right-of-use assets – operating leases		5,276			6,036
Restricted cash		1,342			945
Other assets		875			875
Total assets	$	77,775		$	83,253
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	1,330		$	2,348
Accrued liabilities		3,975			4,765
Loss provision accrual		244			404
Income taxes payable		-			-
Operating lease liability - current portion		1,301			1,640
Contract liabilities		22,659			21,639
Total current liabilities		29,509			30,796
Deferred compensation		8,011			8,088
Deferred taxes		19			8
Operating lease liability – non-current portion		4,044			4,545
Total liabilities		41,583			43,437
Stockholders’ equity:
Preferred stock - $1.00 par value; authorized 600 shares, no shares issued		-			-
Common stock - $1.00 par value; authorized 20,000 shares, 9,621 shares issued and 9,604 shares outstanding at October 31, 2024; 9,512 shares issued and 9,511 shares outstanding at April 30, 2024		9,617			9,512
Additional paid-in capital		41,683			50,334
Accumulated deficit		(14,943	)		(20,027	)
Common stock reacquired and held in treasury - at cost (13 shares at October 31, 2024 and 1 share at April 30, 2024)		(165	)		(3	)
Total stockholders’ equity		36,192			39,816
Total liabilities and stockholders’ equity	$	77,775		$	83,253

See accompanying notes to condensed consolidated financial statements.

3

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Income

(In thousands, except per share data)

(Unaudited)

	Three Months Ended October 31,						Six Months Ended October 31,
	2024			2023			2024			2023
Condensed Consolidated Statements of Operations
Revenues	$	15,820		$	13,575		$	30,898		$	25,984
Cost of revenues		8,201			9,245			16,580			16,786
Gross margin		7,619			4,330			14,318			9,198
Selling and administrative expenses		3,388			2,552			6,234			4,853
Research and development expenses		1,613			840			3,101			1,347
Operating income		2,618			938			4,983			2,998
Other income (expense):
Investment income (expense)		203			(106	)		427			(86	)
Interest expense		(27	)		(29	)		(53	)		(60	)
Other expense, net		(1	)		-			(1	)		-
Income before provision for income taxes		2,793			803			5,356			2,852
Provision for income taxes		139			6			272			13
Net income	$	2,654		$	797		$	5,084		$	2,839
Net income per common share:
Basic and diluted income per share	$	0.28		$	0.08		$	0.53		$	0.30
Weighted average shares outstanding:
Basic and diluted		9,585			9,399			9,562			9,392

See accompanying notes to condensed consolidated financial statements.

4

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended October 31,
	2024			2023
Cash flows from operating activities:
Net income	$	5,084		$	2,839
Non-cash charges to earnings		2,534			2,191
Net changes in operating assets and liabilities		(5,266	)		(8,011	)
Net cash provided by (used in) operating activities		2,352			(2,981	)
Cash flows from investing activities:
Purchase of property, plant, and equipment, and other assets		(848	)		(360	)
Net cash used in investing activities		(848	)		(360	)
Cash flows from financing activities:
Payment of dividend		(9,567	)		-
Purchase of Treasury stock		(162	)		-
Net cash used in financing activities		(9,729	)		-
Net decrease in cash and cash equivalents and restricted cash		(8,225	)		(3,341	)
Cash and cash equivalents and restricted cash at beginning of period		19,265			12,049
Cash and cash equivalents and restricted cash at end of period	$	11,040		$	8,708
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	53		$	60
Income taxes	$	45			9

See accompanying notes to condensed consolidated financial statements.

5

FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three and Six months ended October 31, 2024 and 2023

(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, 2024		9,511,560	$	9,512	$	50,334		$	(20,027	)		741	$	(3	)	$	-	$	39,816
Contribution of stock to 401(k) plan		26,457		26		215			-			-		-			-		241
Stock-based compensation expense		27,815		28		316			-			-		-			-		344
Shares withheld on employee taxes on vested equity awards		-		-		-			-			4,569		(62	)		-		(62	)
Exercise of stock options and stock appreciation rights - net of shares tendered for exercise price		1,819		2		(2	)		-			-		-			-		-
Dividends payable		-		-		(9,567	)		-			-		-			-		(9,567	)
Net income		-		-		-			2,430			-		-			-		2,430
Balance at July 31, 2024		9,567,651	$	9,568	$	41,296		$	(17,597	)		5,310	$	(65	)	$	-	$	33,202
Contribution of stock to 401(k) plan		17,577		17		195			-			-		-			-		212
Stock-based compensation expense		32,127		32		192			-			-		-			-		224
Shares withheld on employee taxes on vested equity awards		-		-		-			-			7,893		(100	)		-		(100	)
Dividends payable		-		-		9,567			-			-		-			-		9,567
Dividends paid		-		-		(9,567	)		-			-		-			-		(9,567	)
Net income		-		-		-			2,654			-		-			-		2,654
Balance at October 31, 2024		9,617,355	$	9,617	$	41,683		$	(14,943	)		13,203	$	(165	)	$	-	$	36,192

					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

See accompanying notes to condensed consolidated financial statements.

6

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, 2024 and the results of its operations, changes in stockholders’ equity for the three and six months ended October 31, 2024 and 2023, and cash flows for the six months ended October 31, 2024 and 2023. The April 30, 2024 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, 2024, filed on August 2, 2024 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 PER SHARE

Reconciliation of the weighted average shares outstanding for basic and diluted income per share (“EPS”) for the three and six months ended October 31, 2024 and 2023, respectively, were as follows:

	Periods ended October 31,
	Three months				Six months
	2024		2023		2024		2023
Weighted average shares outstanding:
Basic EPS shares outstanding (weighted average)		9,585,357		9,399,052		9,561,848		9,391,714
Effect of dilutive securities		**		**		**		**
Diluted EPS shares outstanding		9,585,357		9,399,052		9,561,848		9,391,714

** For the three and six months ended October 31, 2024 and 2023, 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, 2024 were 76,000 shares. The exercisable shares excluded for the three and six months ended October 31, 2023 were 97,000 shares.

On July 22, 2024 the Company’s Board of Directors declared a special cash dividend of $1.00 per share of common stock. The special dividend was paid on August 29, 2024, to stockholders of record as of the close of business on August 8, 2024. The total amount of the special dividend payment was approximately $9.6 million.

NOTE C – CONTRACT ASSETS AND LIABILITIES

Contract assets primarily relate to the Company’s rights to consideration for work completed but not billed at the reporting date on contracts with customers. Contract assets are transferred to accounts receivable when the rights become unconditional. Contract liabilities primarily relate to contracts where advance payments or deposits have been received, but performance obligations have not yet been satisfied, and therefore, revenue has not been recognized. During the three and six months ended October 31, 2024, we recognized $8.3 million and $16.0 million, respectively, of our contract liabilities at April 30, 2024 as revenue. 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. If contract losses are anticipated, a loss provision is recorded for the full amount of such losses when they are determinable. Contract losses for three and six months ended October 31, 2024 were approximately $0.2 million in both periods, offset by a loss reduction of approximately $0.3 million, mostly related to additional funding. Total contract losses for three and six months ended October 31, 2023 were approximately $1.4 million and $1.5 million, respectively. The liability for contract losses is presented as loss provision accrual within the consolidated balance sheets.

7

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE D – EMPLOYEE BENEFIT PLANS

During the three and six months ended October 31, 2024, the Company made contributions of 17,577 shares and 44,034 shares, respectively, of its common stock to the Company’s profit-sharing plan and trust under Section 401(k) of the Internal Revenue Code. During the three and six months ended October 31, 2023, the Company made contributions of 12,885 shares 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, 2024, was approximately $140,000 and $283,000, respectively. Payments made related to deferred compensation, inclusive of approximately $26,000 and $53,000, respectively, of interest expense, were approximately $179,000 and $358,000 for the same periods. 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.

NOTE E – INVENTORIES

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

	October 31, 2024		April 30, 2024
Raw materials and component parts	$	15,515	$	14,939
Work in progress		9,431		8,035
Finished goods		534		457
	$	25,480	$	23,431

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.

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 right-of-use (“ROU”) assets and liabilities recorded on the respective consolidated balance sheets as follows (in thousands):

	October 31, 2024		April 30, 2024
Assets
Operating lease ROU assets	$	5,276	$	6,036
Liabilities
Operating lease liabilities (short-term)		1,301		1,640
Operating lease liabilities (long-term)		4,044		4,545
Total lease liabilities	$	5,345	$	6,185

Total operating lease expense was $0.5 million and $0.9 million for the three and six months ended October 31, 2024, 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 $0.5 million and $0.9 million 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.

8

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The maturities of lease liabilities at October 31, 2024 are as follows:

Fiscal Year Ending April 30,
(in thousands)
Remainder of 2025	$	662
2026		1,362
2027		964
2028		1,262
2029		1,389
Thereafter		587
Total lease payments		6,226
Less imputed interest		(881	)
Present value of future lease payments		5,345
Less current obligations under leases		(1,301	)
Long-term lease obligations		4,044

As of October 31, 2024 and 2023, the weighted-average remaining lease term for all operating leases was 4.70 years and 5.27 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, 2024 and 2023, was 6.38% and 6.28%, 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.

9

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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). Investment income (expense), interest expense, and other expense, net, as reported in the Condensed Consolidated Statement of Operations and Comprehensive Income, are not allocated to or disclosed for each reportable segment and reconcile segment operating income (loss) to income before provision of income 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
	2024			2023			2024			2023
Revenues:
FEI-NY	$	11,518		$	9,271		$	22,494		$	18,762
FEI-Zyfer		4,559			4,756			8,831			8,023
less intersegment revenues		(257	)		(452	)		(427	)		(801	)
Consolidated revenues	$	15,820		$	13,575		$	30,898		$	25,984

Operating income:
FEI-NY	$	2,402		$	(231	)	$	3,779		$	1,249
FEI-Zyfer		253			1,484			1,393			2,163
less intersegment profit		164			(79	)		149			(140	)
Corporate		(201	)		(236	)		(338	)		(274	)
Consolidated operating income	$	2,618		$	938		$	4,983		$	2,998

	October 31, 2024			April 30, 2024
Identifiable assets:
FEI-NY	$	38,607		$	36,512
FEI-Zyfer		15,622			15,696
less intersegment balances		(88	)		(237	)
Corporate		23,634			31,282
Consolidated identifiable assets	$	77,775		$	83,253

Total revenue recognized over time as Percentage of Completion (“POC”) and Passage of Title (“POT”) was approximately $15.1 million and $0.7 million, respectively, of the $15.8 million reported for the three months ended October 31, 2024. Total revenue recognized over time as POC and POT was approximately $29.6 million and $1.3 million, respectively, of the $30.9 million reported for the six months ended October 31, 2024. Total revenue recognized over time as POC and 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. The amounts by segment and product line were as follows (in thousands):

	Three Months Ended October 31,
	2024								2023
	POC		POT			Total			POC		POT			Total
	Revenue		Revenue			Revenue			Revenue		Revenue			Revenue
FEI-NY	$	10,842	$	676		$	11,518		$	7,894	$	1,377		$	9,271
FEI-Zyfer		4,282		277			4,559			4,402		354			4,756
Intersegment		-		(257	)		(257	)		-		(452	)		(452	)
Revenues	$	15,124	$	696		$	15,820		$	12,296	$	1,279		$	13,575

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FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

	Six Months Ended October 31,
	2024								2023
	POC		POT			Total			POC		POT			Total
	Revenue		Revenue			Revenue			Revenue		Revenue			Revenue
FEI-NY	$	21,349	$	1,145		$	22,494		$	16,569	$	2,193		$	18,762
FEI-Zyfer		8,283		548			8,831			7,449		574			8,023
Intersegment		-		(427	)		(427	)		-		(801	)		(801	)
Revenues	$	29,632	$	1,266		$	30,898		$	24,018	$	1,966		$	25,984

	Periods ended October 31,
	Three months				Six months
	2024		2023		2024		2023
Revenues by product line:
Satellite revenue	$	9,390	$	4,664	$	17,653	$	9,522
Government non-space revenue		5,839		8,201		12,110		15,080
Other commercial & industrial revenue		591		710		1,135		1,382
Consolidated revenues	$	15,820	$	13,575	$	30,898	$	25,984

NOTE H – INVESTMENT IN MORION, INC.

The Company has an investment in Morion, a privately-held Russian company, which manufactures high precision quartz resonators and crystal oscillators. The Company has also previously licensed certain technology to Morion.

The Company’s investment consists of 4.6% of Morion’s outstanding shares. However, due to the Russia Ukraine conflict and resulting sanctions the future status of FEI’s investment in Morion became uncertain and accordingly, such investment was entirely written of in fiscal year 2022. Accordingly, the carrying value of this investment was $0 as of October 31, 2024 and April 30, 2024.

During the three and six months ended October 31, 2024 and 2023, the Company did not acquire any product from Morion. During the three and six months ended October 31, 2024 and 2023, the Company did not receive dividends from Morion.

Prior purchases of materials from Morion consisted mainly of quartz crystal blanks, which were used in the fabrication of quartz resonators. However, on October 30, 2024, the U.S. Department of Treasury’s Office of Foreign Assets Control designated Morion as a Specially Designated National, resulting in the blocking of all Morion property and property interests. As a result, the Company has terminated all commercial relationships with Morion, including the licensing of technology to Morion and the purchase of any products from Morion. The Company has established alternate sources of supply with respect to items previously acquired from Morion. The Company is also capable of fabricating the crystal blanks in-house.

NOTE I – RESTRICTED CASH

As of October 31, 2024 restricted cash consisted of approximately $1.3 million related to a letter of credit required for contractual restrictions during the period of performance for one of the Company’s contracts. As of April 30, 2024 restricted cash consisted of approximately $945,000 related to a letter of credit required for contractual restrictions during the period of performance for one of the Company’s contracts. Restricted cash is classified as current or non-current based on the remaining performance period of the contract.

A reconciliation of cash and cash equivalents and restricted cash from the condensed consolidated balance sheets to the condensed consolidated statements of cash flows is shown below (in thousands):

	October 31, 2024		April 30, 2024
Cash and cash equivalents	$	9,698	$	18,320
Restricted cash		1,342		945
Total cash and cash equivalents and restricted cash	$	11,040	$	19,265

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FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE J – 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 is evaluating the effect on its consolidated financial statements when adopted in fiscal year 2025 but does not expect the effect to be material.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires companies to annually disclose categories in the effective tax rate reconciliation and additional information about income taxes paid. The new guidance is effective for annual periods beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is in the process of evaluating the impact that the adoption of ASU No. 2023-09 will have to the financial statements and related disclosures.

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, 2024, and April 30, 2024, 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. It is reasonably possible the existing valuation allowance will be reduced within the next 12 months.

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FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Item 2. Management’s 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, other supply chain related issues, increasing costs for materials, operating related expenses, competitive developments, changes in manufacturing and transportation costs, the availability of capital, the outcome of any litigation and arbitration proceedings, and failure to maintain an effective system of internal controls over financial reporting.. The factors listed above are not exhaustive. 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, 2024 (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, 2024.

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.

Inventories

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.

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FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

(Continued)

RESULTS OF OPERATIONS

The table below sets forth for the three and six months ended October 31, 2024 and 2023, 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,
	2024			2023			2024			2023
Revenues
FEI-NY		72.8	%		68.3	%		72.8	%		72.2	%
FEI-Zyfer		28.8			35.0			28.6			30.9
Less intersegment revenues		(1.6	)		(3.3	)		(1.4	)		(3.1	)
		100.0			100.0			100.0			100.0
Cost of revenues		51.8			68.1			53.7			64.6
Gross margin		48.2			31.9			46.3			35.4
Selling and administrative expenses		21.4			18.8			20.2			18.7
Research and development expenses		10.2			6.2			10.0			5.2
Operating income		16.6			6.9			16.1			11.5
Other expense, net		1.1			(1.0	)		1.2			(0.7	)
Provision for income taxes		0.9			-			0.9			0.1
Net income		16.8	%		5.9	%		16.4	%		10.9	%

Revenues

	Three months											Six months
	Periods ended October 31,
	(in thousands)
Segment	2024			2023			Change					2024			2023			Change
FEI-NY	$	11,518		$	9,271		$	2,247		24.2	%	$	22,494		$	18,762		$	3,732	19.9	%
FEI-Zyfer		4,559			4,756			(197	)	(4.1	)		8,831			8,023			808	10.1
Intersegment revenues		(257	)		(452	)		195		(43.1	)		(427	)		(801	)		374	(46.7	)
	$	15,820		$	13,575		$	2,245		16.5	%	$	30,898		$	25,984		$	4,914	18.9	%

For the three months ended October 31, 2024, revenues from commercial and U.S. Government communication satellite programs accounted for approximately 59% of consolidated revenues compared to approximately 34% of consolidated revenues during this same period in the prior fiscal year. Revenues are recognized primarily over time under the percentage-of-completion (“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 37% of consolidated revenues for the three months ended October, 31, 2024 compared to approximately 60% of consolidated revenue during the same period in the prior fiscal year. Other commercial and industrial revenues for the three months ended October 31, 2024 accounted for approximately 4% of consolidated revenue compared to 5% 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 reflected in the FEI-NY segment and was related an increase of approximately $3.8 million in sales to U.S. Government space customers.

For the six months ended October 31, 2024, revenues from commercial and U.S. Government communication satellite programs accounted for approximately 57% of consolidated revenues compared to approximately 37% of consolidated revenues during this same period in the prior fiscal year. Revenues from non-space U.S. Government/DOD customers accounted for approximately 39% of consolidated revenues for the six months ended October, 31, 2024 compared to approximately 58% of consolidated revenue during the same period in the prior fiscal year. Other commercial and industrial revenues for the six months ended October 31, 2024 accounted for approximately 4% of consolidated revenue compared to 5% in the same period of the prior fiscal year. The significant increase in revenue for this six month period, compared to the same period in the previous fiscal year, was reflected in the satellite segment and primarily related to an increase in contract awards from prior periods that moved into production during the six months ended October 31, 2024.

14

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

(Continued)

Gross Margin

	Three months										Six months
	Periods ended October 31,
	(in thousands)
	2024			2023			Change				2024			2023			Change
	$	7,619		$	4,330		$	3,289	76.0	%	$	14,318		$	9,198		$	5,120	55.7	%
Gross margin rate		48.2	%		31.9	%						46.3	%		35.4	%

For the three months ended October 31, 2024, both gross margin (“GM”) and GM rate increased compared to the same period in the prior fiscal year. The increase in GM was mainly due to an increase in revenue and the GM rate increase was mainly attributable to a large space program that completed a major milestone in its production. As a result of the completed milestone, risk was mitigated, allowing the release of costs relating to this program, which caused a higher GM for the quarter. For the six months ended October 31, 2024, both GM and GM Rate increased compared to the same period in the prior fiscal year. This is partially due to the program mentioned above that completed a major milestone during the quarter ended October 31, 2024, as well as a significant number of smaller jobs that were completed at higher margins during the six months ended October 31, 2024. As a result, the residual older low margin programs had a smaller impact on results.

Selling, General, and Administrative Expenses

Three months								Six months
Periods ended October 31,
(in thousands)
2024		2023		Change				2024		2023		Change
$	3,388	$	2,552	$	836	32.8	%	$	6,234	$	4,853	$	1,381	28.4	%

For the three months ended October 31, 2024 and 2023, selling, general, and administrative (“SG&A”) expenses were approximately 21% and 19%, respectively, of consolidated revenues. For the six months ended October 31, 2024 and 2023, SG&A expenses were approximately 20% and 19%, respectively, of consolidated revenues. The increase in SG&A expense during the three and six months ended October 31, 2024, was mainly related to an increase in payroll related expenses, costs from the re-alignment of employees from overhead to SG&A, and costs related to Frequency Electronics’ first Quantum Summit in October 2024. The Company believes the costs related to SG&A will remain fairly consistent throughout the remainder of fiscal year 2025.

Research and Development Expenses

Three months								Six months
Periods ended October 31,
(in thousands)
2024		2023		Change				2024		2023		Change
$	1,613	$	840	$	773	92.0	%	$	3,101	$	1,347	$	1,754	130.2	%

Research and Development (“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, 2024, as compared to the prior year periods, was primarily due to a focus on advances and modernization of products. The Company plans to continue to invest in R&D in the future to keep its products at the state of the art, however we expect the actual quarterly spend to vary.

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FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

(Continued)

Operating Income

Three months								Six months
Periods ended October 31,
(in thousands)
2024		2023		Change				2024		2023		Change
$	2,618	$	938	$	1,680	179.1	%	$	4,983	$	2,998	$	1,985	66.2	%

For the three and six months ended October 31, 2024, operating income increased due to higher revenue and GM percentage, partially offset by higher R&D expenses. The increase is partially due to a large space program that completed a major milestone in its production during the three months ended October 31, 2024, as discussed above, however, the increase is also the result of the successful efforts of the Company to complete complex programs and to work more efficiently in bidding, building and testing our products. The Company believes the improved operating income results for the first half of this fiscal year are a tangible outcome of these efforts. The Company seeks to continue to implement changes to further improve its performance.

Other Income (Expense), net

	Three months											Six months
	Periods ended October 31,
	(in thousands)
	2024			2023			Change					2024			2023			Change
Investment (expense) income	$	203		$	(106	)	$	309		(291.5	)%	$	427		$	(86	)	$	513		(596.5	)%
Interest expense		(27	)		(29	)		2		(6.9	)%		(53	)		(60	)		7		(11.7	)%
Other income (expense), net		(1	)		-			(1	)	100.0	%		(1	)		-			(1	)	100.0	%
	$	175		$	(135	)	$	310		(229.6	)%	$	373		$	(146	)	$	519		(355.5	)%

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. The majority of the approximately $0.2 million and $0.4 million of investment income for the three and six months ended October 31, 2024, respectively, was from unrealized gains on assets held in the Frequency Electronics, Inc. Deferred Compensation Trust.

Provision for Income Tax

Three months								Six months
Periods ended October 31,
(in thousands)
2024		2023		Change				2024		2023		Change
$	139	$	6	$	133	2,216.7	%	$	272	$	13	$	259	1,992.3	%

	Three months						Six months
	Periods ended October 31,
	2024			2023			2024			2023
Effective tax rate on pre-tax book income:		5.0	%		0.7	%		5.1	%		0.5	%

16

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

(Continued)

The estimated annual effective tax rate for the fiscal year ending April 30, 2025 is 5.15%. 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. It is reasonably possible the existing valuation allowance will be reduced within the next 12 months.

For the three months ended October 31, 2024, the Company recorded an income tax provision of $138,592 which includes a discrete tax income benefit of $9,577. The calculation of the overall income tax provision consists of current U.S. federal and state income taxes. For the three months ended October 31, 2023, the Company recorded an income tax provision of $6,000.

For the six months ended October 31, 2024, the Company recorded an income tax provision of $271,522 which includes a discrete tax benefit of $4,222. The calculation of the overall income tax provision consists of current U.S. federal and state income taxes. For the six months ended October 31, 2023, the Company recorded an income tax provision of $13,000.

The effective tax rate for the three months ended October 31, 2024 was an income tax provision of 4.96% on pretax income of $2.8 million compared to an income tax provision of .7% on pretax income of $0.8 million in the comparable prior fiscal year period. The effective tax rate for the three months ended October 31, 2024 differs from the U.S. federal statutory rate of 21% primarily due to the valuation allowance, permanent differences, a change in the uncertain tax position liability and state income taxes.

The effective six months ended October 31, 2024 was an income tax provision of 5.07% on pretax income of $5.4 million compared to an income tax provision of 0.5% on pretax income of $2.9 million in the comparable prior fiscal year period. The effective tax rate for the six months ended October 31, 2024 differs from the U.S. federal statutory rate of 21% primarily due to the valuation allowance, permanent differences, a change in the uncertain tax position liability and state income taxes.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s consolidated balance sheets continue to reflect a strong working capital position of approximately $23.4 million at October 31, 2024 and $27.3 million at April 30, 2024. Included in working capital at October 31, 2024 and April 30, 2024 was $9.7 million and $18.3 million, respectively, of cash and cash equivalents. The Company’s current ratio was 1.8 to 1 at October 31, 2024 compared to 1.9 to 1 as of April 30, 2024.

Net cash provided by operating activities for the six months ended October 31, 2024 was approximately $2.4 million and net cash used in operating activities for the six months ended October 31, 2023 was $2.9 million. The increase in net cash provided by operating activities in the first six months of fiscal 2025 as compared to the prior fiscal year period was mainly due to an increase in operating income partially offset by increases in inventories levels. For the six months ended October 31, 2024 and 2023, the Company incurred approximately $2.5 million and $2.2 million, respectively, of non-cash operating expenses including amortization of ROU assets, depreciation and amortization, inventory net realizable value adjustments, deferred compensation, and accruals for employee benefit programs.

Net cash used in investing activities for the six months ended October 31, 2024 and 2023 was approximately $0.8 million and $0.4 million, respectively. The Company acquired property, plant, and equipment in the amount of approximately $0.8 million and $0.4 million for the six month periods ended October 31, 2024 and 2023, respectively.

Net cash used in financing activities for the six months ended October 31, 2024 was $9.7 million, of which $9.6 million was related to a dividend payout special cash dividend of $1.00 per share of common stock paid on August 29, 2024. There were no financing activities for the six months ended October 31, 2023.

The Company has been authorized by its Board of Directors to repurchase up to $5.0 million worth of shares of its common stock when appropriate opportunities arise. During the six months ended October 31, 2024, the Company repurchased 4,569 shares and 7,893 shares of outstanding common stock at $13.60 per share and $12.62 per share, respectively. As of October 31, 2024, the Company has repurchased approximately $3.6 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, 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.

17

FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

(Continued)

As of October 31, 2024, the Company’s consolidated funded backlog was approximately $81 million compared to approximately $78 million at April 30, 2024. Approximately 65% of the backlog, as of October 31, 2024, 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 16, 2025 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.

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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, because of the material weakness in internal control over financial reporting disclosed below, as of October 31, 2024, the Company’s disclosure controls and procedures were not 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.

Material Weakness on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2024. In making this assessment, management used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Company’s management concluded that the Company’s internal control over financial reporting was not effective as of April 30, 2024, because of the material weakness in internal control over financial reporting discussed below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

In the course of preparing the Company’s consolidated financial statements as of April 30, 2024 and for the year then ended, management identified a material weakness in internal control over the calculation of loss provision accruals in contracts with customers. The Company’s controls over loss provision accruals were not sufficiently designed to capture previously recognized contract losses when calculating the required balance of loss provision accruals as of the end of the reporting period. The errors resulting from this material weakness did not cause material misstatements in previously issued annual or interim financial statements. Such errors were corrected prior to the issuance of the Company’s consolidated financial statements as of April 30, 2024 and for the year then ended. If not remediated timely, the deficiency described above could result in a material misstatement to the future annual or interim consolidated financial statements.

The Company concluded that the item noted above constituted a material weakness in the Company’s internal control over financial reporting as of April 30, 2024.

Notwithstanding the existence of the material weakness described above, management believes that the audited consolidated financial statements included in the Form 10-K fairly presented, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented, in conformity with GAAP.

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FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

(Continued)

Plan to Remediate Material Weakness

The Company is currently in the process of remediating the material weakness and has taken actions to address the underlying causes of the material weakness including improving controls over the calculation of loss provision accruals. The Company has updated its method of calculating loss provision accruals by considering previously recognized contract losses. The Company has also started to implement enhanced review, reconciliation, and monitoring controls over loss provision accruals and its underlying calculations. The Company intends to remediate these deficiencies as soon as possible and believes these actions will be sufficient to remediate the identified material weaknesses and strengthen the Company's internal control over financial reporting. As the Company continues to evaluate and improve its internal control over financial reporting, management may determine that additional measures or modifications to the remediation plan are necessary to address the material weakness. Moreover, the Company cannot provide assurance that additional material weaknesses will not arise in the future.

Changes in Internal Control Over Financial Reporting

We are in the process of implementing certain changes to our internal control over financial reporting to remediate the material weaknesses discussed above. Except as noted above, 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, 2024 that has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

20

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 2. Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchases

In March 2005 the Company was authorized by the Board of Directors to repurchase up to $5.0 million worth of shares of its common stock.

The following table presents the share-repurchase activity for the quarter ended October 31, 2024:

Period	Total number of shares purchased (1)		Average price paid per share		Total number of shares purchased as part of the publicly announced plan or program		Approximate dollar value of shares that may yet be purchased under the plan or program
August 1 - 31, 2024		-		-		-	$	1,453,862
September 1 - 30, 2024		-		-		-	$	1,453,862
October 1 - 31, 2024		7,893	$	12.62		7,893	$	1,354,252
Total		7,893				7,893	$	1,354,252

(1) Shares withheld are from stock-based awards to satisfy required tax withholding obligations for the month of October 2024. There were no shares withheld during the months of August 2024 and September 2024.

Item 5. Other Information

During the three and six months ended October 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

10.1 -	Frequency Electronics, Inc. Stock Award Plan (incorporated by reference to Frequency Electronics, Inc.’s Current Report on Form 8-K filed on October 9, 2024 (File No. 001-08061).
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, 2024 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).

21

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 16, 2024

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)

22

EX-31.1

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 16, 2024

Thomas McClelland

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

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 16, 2024

Steven L. Bernstein

Chief Financial Officer, Secretary and Treasurer

(Principal Financial and Accounting Officer)

EX-32

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, 2024 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 16, 2024

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, 2024 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 16, 2024

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.

XML

Cover - shares	6 Months Ended
	Oct. 31, 2024	Dec. 11, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Oct. 31, 2024
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	FREQUENCY ELECTRONICS, INC.
Entity Central Index Key	0000039020
Entity File Number	1-8061
Entity Tax Identification Number	11-1986657
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--04-30
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
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
Entity Phone Fax Numbers [Line Items]
City Area Code	516
Local Phone Number	794-4500
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock (par value $1.00 per share)
Trading Symbol	FEIM
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		9,611,441

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Oct. 31, 2024	Apr. 30, 2024
Current assets:
Cash and cash equivalents	$ 9,698	$ 18,320
Accounts receivable, net of allowances of $110 at October 31, 2024 and April 30, 2024	4,088	4,614
Contract assets	12,092	10,523
Inventories	25,480	23,431
Prepaid income taxes	12	37
Prepaid expenses and other	1,578	1,196
Total current assets	52,948	58,121
Property, plant, and equipment, net	6,274	6,438
Goodwill	617	617
Cash surrender value of life insurance	10,443	10,221
Right-of-use assets – operating leases	5,276	6,036
Restricted cash	1,342	945
Other assets	875	875
Total assets	77,775	83,253
Current liabilities:
Accounts payable	1,330	2,348
Accrued liabilities	3,975	4,765
Loss provision accrual	244	404
Income taxes payable	0	0
Operating lease liability - current portion	1,301	1,640
Contract liabilities	22,659	21,639
Total current liabilities	29,509	30,796
Deferred compensation	8,011	8,088
Deferred taxes	19	8
Operating lease liability – non-current portion	4,044	4,545
Total liabilities	41,583	43,437
Stockholders’ equity:
Preferred stock - $1.00 par value; authorized 600 shares, no shares issued	0	0
Common stock - $1.00 par value; authorized 20,000 shares, 9,621 shares issued and 9,604 shares outstanding at October 31, 2024; 9,512 shares issued and 9,511 shares outstanding at April 30, 2024	9,617	9,512
Additional paid-in capital	41,683	50,334
Accumulated deficit	(14,943)	(20,027)
Common stock reacquired and held in treasury - at cost (13 shares at October 31, 2024 and 1 share at April 30, 2024)	(165)	(3)
Total stockholders’ equity	36,192	39,816
Total liabilities and stockholders’ equity	$ 77,775	$ 83,253

XML

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) shares in Thousands, $ in Thousands	Oct. 31, 2024	Apr. 30, 2024
Statement of Financial Position [Abstract]
Accounts receivable, allowances (in Dollars)	$ 110	$ 110
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	9,621	9,512
Common stock - authorized shares	20,000	20,000
Common stock - shares outstanding	9,604	9,511
Common stock reacquired and held in treasury - share	13	1

XML

Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Income Statement [Abstract]
Revenues	$ 15,820	$ 13,575	$ 30,898	$ 25,984
Cost of revenues	8,201	9,245	16,580	16,786
Gross margin	7,619	4,330	14,318	9,198
Selling and administrative expenses	3,388	2,552	6,234	4,853
Research and development expenses	1,613	840	3,101	1,347
Operating income	2,618	938	4,983	2,998
Other income (expense):
Investment income (expense)	203	(106)	427	(86)
Interest expense	(27)	(29)	(53)	(60)
Other expense, net	(1)	0	(1)	0
Income before provision for income taxes	2,793	803	5,356	2,852
Provision for income taxes	139	6	272	13
Net income	$ 2,654	$ 797	$ 5,084	$ 2,839
Net income per common share:
Basic and diluted income per share (in Dollars per share)	$ 0.28	$ 0.08	$ 0.53	$ 0.3
Basic and diluted income per share (in Dollars per share)	$ 0.28	$ 0.08	$ 0.53	$ 0.3
Weighted average shares outstanding:
Basic and diluted (in Shares)	9,585,357	9,399,052	9,561,848	9,391,714
Basic and diluted (in Shares)	9,585,357	9,399,052	9,561,848	9,391,714

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Cash flows from operating activities:
Net income	$ 5,084	$ 2,839
Non-cash charges to earnings	2,534	2,191
Net changes in operating assets and liabilities	(5,266)	(8,011)
Net cash provided by (used in) operating activities	2,352	(2,981)
Cash flows from investing activities:
Purchase of property, plant, and equipment, and other assets	(848)	(360)
Net cash used in investing activities	(848)	(360)
Cash flows from financing activities:
Payment of dividend	(9,567)	0
Purchase of Treasury stock	(162)	0
Net cash used in financing activities	(9,729)	0
Net decrease in cash and cash equivalents and restricted cash	(8,225)	(3,341)
Cash and cash equivalents and restricted cash at beginning of period	19,265	12,049
Cash and cash equivalents and restricted cash at end of period	11,040	8,708
Cash paid during the period for:
Interest	53	60
Income taxes	$ 45	$ 9

XML

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]	Total
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			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
Dividends paid					$ 0
Net income					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			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
Balance at Apr. 30, 2024	$ 9,512	50,334	(20,027)	$ (3)	39,816
Balance (in Shares) at Apr. 30, 2024	9,511,560			741
Contribution of stock to 401(k) plan	$ 26	215			241
Contribution of stock to 401(k) plan (in Shares)	26,457
Stock-based compensation expense	$ 28	316			344
Stock-based compensation expense (in Shares)	27,815
Shares withheld on employee taxes on vested equity awards				$ (62)	(62)
Shares withheld on employee taxes on vested equity awards (in Shares)				4,569
Exercise of stock options and stock appreciation rights - net of shares tendered for exercise price	$ 2	(2)
Exercise of stock options and stock appreciation rights - net of shares tendered for exercise price (in Shares)	1,819
Dividends payable		(9,567)			(9,567)
Net income			2,430		2,430
Balance at Jul. 31, 2024	$ 9,568	41,296	(17,597)	$ (65)	33,202
Balance (in Shares) at Jul. 31, 2024	9,567,651			5,310
Balance at Apr. 30, 2024	$ 9,512	50,334	(20,027)	$ (3)	$ 39,816
Balance (in Shares) at Apr. 30, 2024	9,511,560			741
Contribution of stock to 401(k) plan (in Shares)					44,034
Dividends paid					$ (9,567)
Net income					5,084
Balance at Oct. 31, 2024	$ 9,617	41,683	(14,943)	$ (165)	36,192
Balance (in Shares) at Oct. 31, 2024	9,617,355			13,203
Balance at Jul. 31, 2024	$ 9,568	41,296	(17,597)	$ (65)	33,202
Balance (in Shares) at Jul. 31, 2024	9,567,651			5,310
Contribution of stock to 401(k) plan	$ 17	195			$ 212
Contribution of stock to 401(k) plan (in Shares)	17,577				17,577
Stock-based compensation expense	$ 32	192			$ 224
Stock-based compensation expense (in Shares)	32,127
Shares withheld on employee taxes on vested equity awards				$ (100)	(100)
Shares withheld on employee taxes on vested equity awards (in Shares)				7,893
Dividends payable		9,567			9,567
Dividends paid		(9,567)			(9,567)
Net income			2,654		2,654
Balance at Oct. 31, 2024	$ 9,617	$ 41,683	$ (14,943)	$ (165)	$ 36,192
Balance (in Shares) at Oct. 31, 2024	9,617,355			13,203

XML

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6 Months Ended

Oct. 31, 2024

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, 2024 and the results of its operations, changes in stockholders’ equity for the three and six months ended October 31, 2024 and 2023, and cash flows for the six months ended October 31, 2024 and 2023. The April 30, 2024 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, 2024, filed on August 2, 2024 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.

XML

EARNINGS PER SHARE

6 Months Ended

Oct. 31, 2024

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

NOTE B – EARNINGS PER SHARE

Reconciliation of the weighted average shares outstanding for basic and diluted income per share (“EPS”) for the three and six months ended October 31, 2024 and 2023, respectively, were as follows:

	Periods ended October 31,
	Three months				Six months
	2024		2023		2024		2023
Weighted average shares outstanding:
Basic EPS shares outstanding (weighted average)		9,585,357		9,399,052		9,561,848		9,391,714
Effect of dilutive securities		**		**		**		**
Diluted EPS shares outstanding		9,585,357		9,399,052		9,561,848		9,391,714

** For the three and six months ended October 31, 2024 and 2023, 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, 2024 were 76,000 shares. The exercisable shares excluded for the three and six months ended October 31, 2023 were 97,000 shares.

On July 22, 2024 the Company’s Board of Directors declared a special cash dividend of $1.00 per share of common stock. The special dividend was paid on August 29, 2024, to stockholders of record as of the close of business on August 8, 2024. The total amount of the special dividend payment was approximately $9.6 million.

XML

CONTRACT ASSETS AND LIABILITIES

6 Months Ended

Oct. 31, 2024

Contractors [Abstract]

Long-Term Contracts or Programs Disclosure [Text Block]

NOTE C – CONTRACT ASSETS AND LIABILITIES

Contract assets primarily relate to the Company’s rights to consideration for work completed but not billed at the reporting date on contracts with customers. Contract assets are transferred to accounts receivable when the rights become unconditional. Contract liabilities primarily relate to contracts where advance payments or deposits have been received, but performance obligations have not yet been satisfied, and therefore, revenue has not been recognized. During the three and six months ended October 31, 2024, we recognized $8.3 million and $16.0 million, respectively, of our contract liabilities at April 30, 2024 as revenue. 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. If contract losses are anticipated, a loss provision is recorded for the full amount of such losses when they are determinable. Contract losses for three and six months ended October 31, 2024 were approximately $0.2 million in both periods, offset by a loss reduction of approximately $0.3 million, mostly related to additional funding. Total contract losses for three and six months ended October 31, 2023 were approximately $1.4 million and $1.5 million, respectively. The liability for contract losses is presented as loss provision accrual within the consolidated balance sheets.

XML

EMPLOYEE BENEFIT PLANS

6 Months Ended

Oct. 31, 2024

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, 2024, the Company made contributions of 17,577 shares and 44,034 shares, respectively, of its common stock to the Company’s profit-sharing plan and trust under Section 401(k) of the Internal Revenue Code. During the three and six months ended October 31, 2023, the Company made contributions of 12,885 shares 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, 2024, was approximately $140,000 and $283,000, respectively. Payments made related to deferred compensation, inclusive of approximately $26,000 and $53,000, respectively, of interest expense, were approximately $179,000 and $358,000 for the same periods. 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.

XML

INVENTORIES

6 Months Ended

Oct. 31, 2024

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, 2024		April 30, 2024
Raw materials and component parts	$	15,515	$	14,939
Work in progress		9,431		8,035
Finished goods		534		457
	$	25,480	$	23,431

XML

RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

6 Months Ended

Oct. 31, 2024

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.

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 right-of-use (“ROU”) assets and liabilities recorded on the respective consolidated balance sheets as follows (in thousands):

	October 31, 2024		April 30, 2024
Assets
Operating lease ROU assets	$	5,276	$	6,036
Liabilities
Operating lease liabilities (short-term)		1,301		1,640
Operating lease liabilities (long-term)		4,044		4,545
Total lease liabilities	$	5,345	$	6,185

Total operating lease expense was $0.5 million and $0.9 million for the three and six months ended October 31, 2024, 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 $0.5 million and $0.9 million 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.

The maturities of lease liabilities at October 31, 2024 are as follows:

Fiscal Year Ending April 30,
(in thousands)
Remainder of 2025	$	662
2026		1,362
2027		964
2028		1,262
2029		1,389
Thereafter		587
Total lease payments		6,226
Less imputed interest		(881	)
Present value of future lease payments		5,345
Less current obligations under leases		(1,301	)
Long-term lease obligations		4,044

As of October 31, 2024 and 2023, the weighted-average remaining lease term for all operating leases was 4.70 years and 5.27 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, 2024 and 2023, was 6.38% and 6.28%, respectively.

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SEGMENT INFORMATION

6 Months Ended

Oct. 31, 2024

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). Investment income (expense), interest expense, and other expense, net, as reported in the Condensed Consolidated Statement of Operations and Comprehensive Income, are not allocated to or disclosed for each reportable segment and reconcile segment operating income (loss) to income before provision of income 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
	2024			2023			2024			2023
Revenues:
FEI-NY	$	11,518		$	9,271		$	22,494		$	18,762
FEI-Zyfer		4,559			4,756			8,831			8,023
less intersegment revenues		(257	)		(452	)		(427	)		(801	)
Consolidated revenues	$	15,820		$	13,575		$	30,898		$	25,984

Operating income:
FEI-NY	$	2,402		$	(231	)	$	3,779		$	1,249
FEI-Zyfer		253			1,484			1,393			2,163
less intersegment profit		164			(79	)		149			(140	)
Corporate		(201	)		(236	)		(338	)		(274	)
Consolidated operating income	$	2,618		$	938		$	4,983		$	2,998

	October 31, 2024			April 30, 2024
Identifiable assets:
FEI-NY	$	38,607		$	36,512
FEI-Zyfer		15,622			15,696
less intersegment balances		(88	)		(237	)
Corporate		23,634			31,282
Consolidated identifiable assets	$	77,775		$	83,253

Total revenue recognized over time as Percentage of Completion (“POC”) and Passage of Title (“POT”) was approximately $15.1 million and $0.7 million, respectively, of the $15.8 million reported for the three months ended October 31, 2024. Total revenue recognized over time as POC and POT was approximately $29.6 million and $1.3 million, respectively, of the $30.9 million reported for the six months ended October 31, 2024. Total revenue recognized over time as POC and 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. The amounts by segment and product line were as follows (in thousands):

	Three Months Ended October 31,
	2024								2023
	POC		POT			Total			POC		POT			Total
	Revenue		Revenue			Revenue			Revenue		Revenue			Revenue
FEI-NY	$	10,842	$	676		$	11,518		$	7,894	$	1,377		$	9,271
FEI-Zyfer		4,282		277			4,559			4,402		354			4,756
Intersegment		-		(257	)		(257	)		-		(452	)		(452	)
Revenues	$	15,124	$	696		$	15,820		$	12,296	$	1,279		$	13,575

	Six Months Ended October 31,
	2024								2023
	POC		POT			Total			POC		POT			Total
	Revenue		Revenue			Revenue			Revenue		Revenue			Revenue
FEI-NY	$	21,349	$	1,145		$	22,494		$	16,569	$	2,193		$	18,762
FEI-Zyfer		8,283		548			8,831			7,449		574			8,023
Intersegment		-		(427	)		(427	)		-		(801	)		(801	)
Revenues	$	29,632	$	1,266		$	30,898		$	24,018	$	1,966		$	25,984

	Periods ended October 31,
	Three months				Six months
	2024		2023		2024		2023
Revenues by product line:
Satellite revenue	$	9,390	$	4,664	$	17,653	$	9,522
Government non-space revenue		5,839		8,201		12,110		15,080
Other commercial & industrial revenue		591		710		1,135		1,382
Consolidated revenues	$	15,820	$	13,575	$	30,898	$	25,984

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INVESTMENT IN MORION, INC.

6 Months Ended

Oct. 31, 2024

Schedule of Investments [Abstract]

Investment Holdings [Text Block]

NOTE H – INVESTMENT IN MORION, INC.

The Company has an investment in Morion, a privately-held Russian company, which manufactures high precision quartz resonators and crystal oscillators. The Company has also previously licensed certain technology to Morion.

The Company’s investment consists of 4.6% of Morion’s outstanding shares. However, due to the Russia Ukraine conflict and resulting sanctions the future status of FEI’s investment in Morion became uncertain and accordingly, such investment was entirely written of in fiscal year 2022. Accordingly, the carrying value of this investment was $0 as of October 31, 2024 and April 30, 2024.

During the three and six months ended October 31, 2024 and 2023, the Company did not acquire any product from Morion. During the three and six months ended October 31, 2024 and 2023, the Company did not receive dividends from Morion.

Prior purchases of materials from Morion consisted mainly of quartz crystal blanks, which were used in the fabrication of quartz resonators. However, on October 30, 2024, the U.S. Department of Treasury’s Office of Foreign Assets Control designated Morion as a Specially Designated National, resulting in the blocking of all Morion property and property interests. As a result, the Company has terminated all commercial relationships with Morion, including the licensing of technology to Morion and the purchase of any products from Morion. The Company has established alternate sources of supply with respect to items previously acquired from Morion. The Company is also capable of fabricating the crystal blanks in-house.

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RESTRICTED CASH

6 Months Ended

Oct. 31, 2024

Disclosure Text Block Supplement [Abstract]

Restricted Assets Disclosure [Text Block]

NOTE I – RESTRICTED CASH

As of October 31, 2024 restricted cash consisted of approximately $1.3 million related to a letter of credit required for contractual restrictions during the period of performance for one of the Company’s contracts. As of April 30, 2024 restricted cash consisted of approximately $945,000 related to a letter of credit required for contractual restrictions during the period of performance for one of the Company’s contracts. Restricted cash is classified as current or non-current based on the remaining performance period of the contract.

A reconciliation of cash and cash equivalents and restricted cash from the condensed consolidated balance sheets to the condensed consolidated statements of cash flows is shown below (in thousands):

	October 31, 2024		April 30, 2024
Cash and cash equivalents	$	9,698	$	18,320
Restricted cash		1,342		945
Total cash and cash equivalents and restricted cash	$	11,040	$	19,265

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RECENT ACCOUNTING PRONOUNCEMENTS

6 Months Ended

Oct. 31, 2024

Accounting Standards Update and Change in Accounting Principle [Abstract]

Accounting Standards Update and Change in Accounting Principle [Text Block]

NOTE J – 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 is evaluating the effect on its consolidated financial statements when adopted in fiscal year 2025 but does not expect the effect to be material.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires companies to annually disclose categories in the effective tax rate reconciliation and additional information about income taxes paid. The new guidance is effective for annual periods beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is in the process of evaluating the impact that the adoption of ASU No. 2023-09 will have to the financial statements and related disclosures.

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DEFERRED INCOME TAXES

6 Months Ended

Oct. 31, 2024

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, 2024, and April 30, 2024, 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. It is reasonably possible the existing valuation allowance will be reduced within the next 12 months.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Oct. 31, 2024	Jul. 31, 2024	Oct. 31, 2023	Jul. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 2,654	$ 2,430	$ 797	$ 2,042	$ 5,084	$ 2,839

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Insider Trading Arrangements	3 Months Ended
	Oct. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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EARNINGS PER SHARE (Tables)

6 Months Ended

Oct. 31, 2024

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 per share (“EPS”) for the three and six months ended October 31, 2024 and 2023, respectively, were as follows:

	Periods ended October 31,
	Three months				Six months
	2024		2023		2024		2023
Weighted average shares outstanding:
Basic EPS shares outstanding (weighted average)		9,585,357		9,399,052		9,561,848		9,391,714
Effect of dilutive securities		**		**		**		**
Diluted EPS shares outstanding		9,585,357		9,399,052		9,561,848		9,391,714

** For the three and six months ended October 31, 2024 and 2023, 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, 2024 were 76,000 shares. The exercisable shares excluded for the three and six months ended October 31, 2023 were 97,000 shares.

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INVENTORIES (Tables)

6 Months Ended

Oct. 31, 2024

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, 2024		April 30, 2024
Raw materials and component parts	$	15,515	$	14,939
Work in progress		9,431		8,035
Finished goods		534		457
	$	25,480	$	23,431

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RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Tables)

6 Months Ended

Oct. 31, 2024

Disclosure Text Block [Abstract]

Lease, Cost [Table Text Block]

The table below presents right-of-use (“ROU”) assets and liabilities recorded on the respective consolidated balance sheets as follows (in thousands):

	October 31, 2024		April 30, 2024
Assets
Operating lease ROU assets	$	5,276	$	6,036
Liabilities
Operating lease liabilities (short-term)		1,301		1,640
Operating lease liabilities (long-term)		4,044		4,545
Total lease liabilities	$	5,345	$	6,185

Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

The maturities of lease liabilities at October 31, 2024 are as follows:

Fiscal Year Ending April 30,
(in thousands)
Remainder of 2025	$	662
2026		1,362
2027		964
2028		1,262
2029		1,389
Thereafter		587
Total lease payments		6,226
Less imputed interest		(881	)
Present value of future lease payments		5,345
Less current obligations under leases		(1,301	)
Long-term lease obligations		4,044

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SEGMENT INFORMATION (Tables)

6 Months Ended

Oct. 31, 2024

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
	2024			2023			2024			2023
Revenues:
FEI-NY	$	11,518		$	9,271		$	22,494		$	18,762
FEI-Zyfer		4,559			4,756			8,831			8,023
less intersegment revenues		(257	)		(452	)		(427	)		(801	)
Consolidated revenues	$	15,820		$	13,575		$	30,898		$	25,984

Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]

Operating income:
FEI-NY	$	2,402		$	(231	)	$	3,779		$	1,249
FEI-Zyfer		253			1,484			1,393			2,163
less intersegment profit		164			(79	)		149			(140	)
Corporate		(201	)		(236	)		(338	)		(274	)
Consolidated operating income	$	2,618		$	938		$	4,983		$	2,998

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

	October 31, 2024			April 30, 2024
Identifiable assets:
FEI-NY	$	38,607		$	36,512
FEI-Zyfer		15,622			15,696
less intersegment balances		(88	)		(237	)
Corporate		23,634			31,282
Consolidated identifiable assets	$	77,775		$	83,253

Disaggregation of Revenue [Table Text Block]

The amounts by segment and product line were as follows (in thousands):

	Three Months Ended October 31,
	2024								2023
	POC		POT			Total			POC		POT			Total
	Revenue		Revenue			Revenue			Revenue		Revenue			Revenue
FEI-NY	$	10,842	$	676		$	11,518		$	7,894	$	1,377		$	9,271
FEI-Zyfer		4,282		277			4,559			4,402		354			4,756
Intersegment		-		(257	)		(257	)		-		(452	)		(452	)
Revenues	$	15,124	$	696		$	15,820		$	12,296	$	1,279		$	13,575

	Six Months Ended October 31,
	2024								2023
	POC		POT			Total			POC		POT			Total
	Revenue		Revenue			Revenue			Revenue		Revenue			Revenue
FEI-NY	$	21,349	$	1,145		$	22,494		$	16,569	$	2,193		$	18,762
FEI-Zyfer		8,283		548			8,831			7,449		574			8,023
Intersegment		-		(427	)		(427	)		-		(801	)		(801	)
Revenues	$	29,632	$	1,266		$	30,898		$	24,018	$	1,966		$	25,984

Revenue from External Customers by Products and Services [Table Text Block]

	Periods ended October 31,
	Three months				Six months
	2024		2023		2024		2023
Revenues by product line:
Satellite revenue	$	9,390	$	4,664	$	17,653	$	9,522
Government non-space revenue		5,839		8,201		12,110		15,080
Other commercial & industrial revenue		591		710		1,135		1,382
Consolidated revenues	$	15,820	$	13,575	$	30,898	$	25,984

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RESTRICTED CASH (Tables)

6 Months Ended

Oct. 31, 2024

Disclosure Text Block Supplement [Abstract]

Restrictions on Cash and Cash Equivalents [Table Text Block]

A reconciliation of cash and cash equivalents and restricted cash from the condensed consolidated balance sheets to the condensed consolidated statements of cash flows is shown below (in thousands):

	October 31, 2024		April 30, 2024
Cash and cash equivalents	$	9,698	$	18,320
Restricted cash		1,342		945
Total cash and cash equivalents and restricted cash	$	11,040	$	19,265

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EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	76,000	97,000	76,000	97,000
Common Stock, Dividends, Per Share, Declared (in Dollars per share)			$ 1
Payments of Dividends (in Dollars)	$ 9,567		$ 9,567	$ 0

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EARNINGS PER SHARE (Details) - Schedule of Earnings Per Share, Basic and Diluted - shares		3 Months Ended		6 Months Ended
		Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Weighted average shares outstanding:
Basic EPS shares outstanding (weighted average)		9,585,357	9,399,052	9,561,848	9,391,714
Effect of dilutive securities	[1]
Diluted EPS shares outstanding		9,585,357	9,399,052	9,561,848	9,391,714

[1] For the three and six months ended October 31, 2024 and 2023, 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, 2024 were 76,000 shares. The exercisable shares excluded for the three and six months ended October 31, 2023 were 97,000 shares.

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CONTRACT ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
CONTRACT ASSETS AND LIABILITIES (Details) [Line Items]
Revenues	$ 15,820	$ 13,575	$ 30,898	$ 25,984
Loss on Contracts	200	1,400	200	1,500
Increase (Decrease) in Contract with Customer, Liability	300		300
Contract Liabilities [Member]
CONTRACT ASSETS AND LIABILITIES (Details) [Line Items]
Revenues	$ 8,300	$ 4,400	$ 16,000	$ 8,100

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EMPLOYEE BENEFIT PLANS (Details) - USD ($)	3 Months Ended		6 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
EMPLOYEE BENEFIT PLANS (Details) [Line Items]
Stock Issued During Period, Shares, Employee Benefit Plan (in Shares)	17,577	12,885	44,034	29,898
Deferred Compensation Arrangement with Individual, Compensation Expense	$ 140,000	$ 109,000	$ 283,000	$ 217,000
Deferred Compensation Arrangement with Individual, Distribution Paid	179,000	175,000	358,000	361,000
Interest Expense [Member]
EMPLOYEE BENEFIT PLANS (Details) [Line Items]
Deferred Compensation Arrangement with Individual, Compensation Expense	$ 26,000	$ 29,000	$ 53,000	$ 60,000

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INVENTORIES (Details) - Schedule of Inventory, Current - USD ($) $ in Thousands	Oct. 31, 2024	Apr. 30, 2024
Schedule Of Inventory Current Abstract
Raw materials and component parts	$ 15,515	$ 14,939
Work in progress	9,431	8,035
Finished goods	534	457
Inventories	$ 25,480	$ 23,431

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RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Details) - USD ($)	3 Months Ended		6 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Disclosure Text Block [Abstract]
Operating Lease, Expense	$ 0.5	$ 500,000	$ 900,000	$ 900,000
Operating Lease, Weighted Average Remaining Lease Term	4 years 8 months 12 days	5 years 3 months 7 days	4 years 8 months 12 days	5 years 3 months 7 days
Operating Lease, Weighted Average Discount Rate, Percent	6.38%	6.28%	6.38%	6.28%

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RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Details) - Lease, Cost - USD ($) $ in Thousands	Oct. 31, 2024	Apr. 30, 2024
Assets
Operating lease ROU assets	$ 5,276	$ 6,036
Liabilities
Operating lease liabilities (short-term)	1,301	1,640
Operating lease liabilities (long-term)	4,044	4,545
Total lease liabilities	$ 5,345	$ 6,185

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RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) $ in Thousands	Oct. 31, 2024	Apr. 30, 2024
Lessee Operating Lease Liability Maturity Abstract
Remainder of 2025	$ 662
2026	1,362
2027	964
2028	1,262
2029	1,389
Thereafter	587
Total lease payments	6,226
Less imputed interest	(881)
Present value of future lease payments	5,345	$ 6,185
Less current obligations under leases	(1,301)	(1,640)
Long-term lease obligations	$ 4,044	$ 4,545

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SEGMENT INFORMATION (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2024 USD ($)	Oct. 31, 2023 USD ($)	Oct. 31, 2024 USD ($)	Oct. 31, 2023 USD ($)
SEGMENT INFORMATION (Details) [Line Items]
Number of Reportable Segments	2
Number Of Principal Markets	3		3
Revenues	$ 15,820	$ 13,575	$ 30,898	$ 25,984
POC Revenue [Member]
SEGMENT INFORMATION (Details) [Line Items]
Revenues	15,124	12,296	29,632	24,018
POT Revenue [Member]
SEGMENT INFORMATION (Details) [Line Items]
Revenues	$ 696	$ 1,279	$ 1,266	$ 1,966

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SEGMENT INFORMATION (Details) - Reconciliation of Revenue from Segments to Consolidated - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 15,820	$ 13,575	$ 30,898	$ 25,984
Frequency Electronics Inc New York [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	11,518	9,271	22,494	18,762
Frequency Electronics Inc Zyfer [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	4,559	4,756	8,831	8,023
Inter Segment [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ (257)	$ (452)	$ (427)	$ (801)

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SEGMENT INFORMATION (Details) - Reconciliation of Operating Profit (Loss) from Segments to Consolidated - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Operating income:
Consolidated operating income	$ 2,618	$ 938	$ 4,983	$ 2,998
Frequency Electronics Inc New York [Member]
Operating income:
Consolidated operating income	2,402	(231)	3,779	1,249
Frequency Electronics Inc Zyfer [Member]
Operating income:
Consolidated operating income	253	1,484	1,393	2,163
Inter Segment [Member]
Operating income:
Consolidated operating income	164	(79)	149	(140)
Corporate Segment [Member]
Operating income:
Consolidated operating income	$ (201)	$ (236)	$ (338)	$ (274)

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SEGMENT INFORMATION (Details) - Schedule of Reconciliation of Assets from Segment to Consolidated - USD ($) $ in Thousands	Oct. 31, 2024	Apr. 30, 2024
Segment Reporting, Asset Reconciling Item [Line Items]
Identifiable Assets	$ 77,775	$ 83,253
Frequency Electronics Inc New York [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Identifiable Assets	38,607	36,512
Frequency Electronics Inc Zyfer [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Identifiable Assets	15,622	15,696
Inter Segment [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Identifiable Assets	(88)	(237)
Corporate Segment [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Identifiable Assets	$ 23,634	$ 31,282

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SEGMENT INFORMATION (Details) - Disaggregation of Revenue - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 15,820	$ 13,575	$ 30,898	$ 25,984
POC Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue	15,124	12,296	29,632	24,018
POT Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue	696	1,279	1,266	1,966
Frequency Electronics Inc New York [Member]
Disaggregation of Revenue [Line Items]
Revenue	11,518	9,271	22,494	18,762
Frequency Electronics Inc New York [Member] | POC Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue	10,842	7,894	21,349	16,569
Frequency Electronics Inc New York [Member] | POT Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue	676	1,377	1,145	2,193
Frequency Electronics Inc Zyfer [Member]
Disaggregation of Revenue [Line Items]
Revenue	4,559	4,756	8,831	8,023
Frequency Electronics Inc Zyfer [Member] | POC Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue	4,282	4,402	8,283	7,449
Frequency Electronics Inc Zyfer [Member] | POT Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue	277	354	548	574
Inter Segment [Member]
Disaggregation of Revenue [Line Items]
Revenue	(257)	(452)	(427)	(801)
Inter Segment [Member] | POC Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Inter Segment [Member] | POT Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ (257)	$ (452)	$ (427)	$ (801)

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SEGMENT INFORMATION (Details) - Revenue from External Customers by Products and Services - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Revenue from External Customer [Line Items]
Revenues	$ 15,820	$ 13,575	$ 30,898	$ 25,984
Satellite Revenue [Member]
Revenue from External Customer [Line Items]
Revenues	9,390	4,664	17,653	9,522
Government Non-Space Revenue [Member]
Revenue from External Customer [Line Items]
Revenues	5,839	8,201	12,110	15,080
Other Commercial & Industrial Revenue [Member]
Revenue from External Customer [Line Items]
Revenues	$ 591	$ 710	$ 1,135	$ 1,382

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INVESTMENT IN MORION, INC. (Details) - USD ($)	Oct. 31, 2024	Apr. 30, 2024
INVESTMENT IN MORION, INC. (Details) [Line Items]
Investments	$ 0	$ 0
Morion Inc [Member]
INVESTMENT IN MORION, INC. (Details) [Line Items]
Cost Method Investment Ownership Percentage	4.60%	4.60%

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RESTRICTED CASH (Details) - USD ($)	Oct. 31, 2024	Apr. 30, 2024
Disclosure Text Block Supplement [Abstract]
Restricted Cash	$ 1,300,000	$ 945,000

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RESTRICTED CASH (Details) - Reconciliation of Cash and Cash Equivalents And Restricted Cash - USD ($) $ in Thousands	Oct. 31, 2024	Apr. 30, 2024	Oct. 31, 2023	Apr. 30, 2023
Reconciliation Of Cash And Cash Equivalents And Restricted Cash Abstract
Cash and cash equivalents	$ 9,698	$ 18,320
Restricted cash	1,342	945
Total cash and cash equivalents and restricted cash	$ 11,040	$ 19,265	$ 8,708	$ 12,049