SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended January 31, 2005
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 (I.R.S. Employer Identification No.)
incorporation or organization)
55 CHARLES LINDBERGH BLVD., MITCHEL FIELD, N.Y. 11553
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 516-794-4500
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 X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12 b-2). Yes No X
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of Registrant's Common Stock, par value $1.00
as of March 11, 2005 - 8,513,520
Page 1 of 24
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
INDEX
Part I. Financial Information: Page No.
Item 1 - Financial Statements:
Condensed Consolidated Balance Sheets -
January 31, 2005 and April 30, 2004 3-4
Condensed Consolidated Statements of Operations
Nine Months Ended January 31, 2005 and 2004 5
Condensed Consolidated Statements of Operations
Three Months Ended January 31, 2005 and 2004 6
Condensed Consolidated Statements of Cash Flows
Nine Months Ended January 31, 2005 and 2004 7
Notes to Condensed Consolidated Financial Statements 8-12
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 18
Item 4- Controls and Procedures 18
Part II. Other Information:
Items 1 through 5 are omitted because they are not applicable
Item 6 - Exhibits and Reports on Form 8-K 19
Signatures 20
Exhibits 21-24
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
Condensed Consolidated Balance Sheets
January 31, April 30,
2005 2004
---- ----
(UNAUDITED) (NOTE A)
(In thousands)
ASSETS:
Current assets:
Cash and cash equivalents $ 4,395 $ 5,699
Marketable securities 30,005 25,690
Accounts receivable, net of allowance
for doubtful accounts of $140 12,862 15,036
Inventories 23,116 21,925
Deferred income taxes 1,535 2,585
Income taxes receivable - 242
Prepaid expenses and other 1,575 1,658
------- -------
Total current assets 73,488 72,835
Property, plant and equipment, at cost,
less accumulated depreciation and
amortization 11,158 11,486
Deferred income taxes 577 593
Cash surrender value of life insurance 5,681 5,355
Goodwill and other intangible assets, net 534 616
Other assets** 2,930 1,982
------- -------
Total assets $94,368 $92,867
======= =======
** Other assets at April 30, 2004 have been increased by
$207,000 for the retroactive application of the equity
method of accounting for the Company's investment in OAO
Morion.
See accompanying notes to condensed consolidated
financial statements.
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
Condensed Consolidated Balance Sheets (Continued)
January 31, April 30,
2005 2004
---- ----
(UNAUDITED) (NOTE A)
(In thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Short-term credit obligations $ 3,285 $ 3,408
Accounts payable - trade 2,662 3,470
Accrued liabilities and other 2,872 4,106
Dividend payable - 843
Income taxes payable 271 -
------- -------
Total current liabilities 9,090 11,827
Deferred compensation 6,897 6,854
REIT liability and other liabilities 10,341 10,755
------- -------
Total liabilities 26,328 29,436
------- -------
Minority interest in subsidiary - 48
------- -------
Stockholders' equity:
Preferred stock - $1.00 par value - -
Common stock - $1.00 par value 9,164 9,164
Additional paid-in capital 45,200 44,442
Retained earnings** 9,770 9,104
------- -------
64,134 62,710
Common stock reacquired and held in treasury
-at cost, 653,120 shares at January 31, 2005
and 738,428 shares at April 30, 2004 (2,572) (2,797)
Other stockholders' equity - (17)
Accumulated other comprehensive income 6,478 3,487
------- -------
Total stockholders' equity 68,040 63,383
------- -------
Total liabilities and stockholders' equity $94,368 $92,867
======= =======
** Retained earnings at April 30, 2004 has been increased by
$207,000 for the retroactive application of the equity
method of accounting for the Company's investment in OAO
Morion.
See accompanying notes to condensed consolidated
financial statements.
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
Consolidated Condensed Statements of Operations
Nine Months Ended January 31,
(Unaudited)
2005(a) 2004(a)
(In thousands except per share data)
Net sales $43,266 $32,831
Cost of sales 28,537 22,171
------- -------
Gross margin 14,729 10,660
Selling and administrative expenses 8,759 8,134
Restructuring Charge - 431
Research and development expenses 4,850 4,309
------- -------
Operating profit (loss) 1,120 (2,214)
Other income (expense):
Investment income 1,219 1,778
Equity in Morion (a) 225 67
Interest expense (248) (206)
Other income (expense), net 29 (33)
------- -------
Income (Loss) before minority interest and
provision for income taxes 2,345 (608)
Minority interest in loss of
consolidated subsidiary (1) (132)
------- -------
Income (Loss) before provision for income taxes 2,346 (476)
Provision for income taxes 830 100
------- -------
Net income (loss) $ 1,516 $ (576)
======= =======
Net income (loss) per common share
Basic $ 0.18 $(0.07)
====== ======
Diluted $ 0.17 $(0.07)
====== ======
Average shares outstanding
Basic 8,473,679 8,364,837
========= =========
Diluted 8,682,099 8,364,837
========= =========
(a) Prior period amounts have been restated to reflect the
Company's equity income from its investment in OAO Morion
See accompanying notes to consolidated condensed
financial statements.
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
Condensed Consolidated Statements of Operations
Three Months Ended January 31,
(Unaudited)
2005 2004(a)
---- ------
(In thousands except per share data)
Net sales $11,222 $14,052
Cost of sales 7,529 9,279
------- -------
Gross margin 3,693 4,773
Selling and administrative expenses 2,567 2,945
Restructuring charge - 305
Research and development expense 2,025 1,394
------- -------
Operating (loss) profit (899) 129
Other income (expense):
Investment income 390 435
Equity in Morion (a) 97 31
Interest expense (97) (83)
Other expense, net (29) 5
------- -------
(Loss) Income before minority interest and
provision for income taxes (538) 517
Minority interest in loss of
consolidated subsidiary - (25)
------- -------
(Loss) Income before provision (benefit)
for income taxes (538) 542
(Benefit) Provision for income taxes (170) 178
------- -------
Net (loss) income $ (368) $ 364
======= =======
Net (loss) income per common share
Basic $ (0.04) $ 0.04
======= ======
Diluted $ (0.04) $ 0.04
======= ======
Average shares outstanding
Basic 8,499,274 8,379,375
========= =========
Diluted 8,499,274 8,589,893
========= =========
(a) Prior period amounts have been restated to reflect the
Company's equity income from its investment in OAO Morion
See accompanying notes to condensed consolidated
financial statements.
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Nine Months Ended January 31,
(Unaudited)
2005(a) 2004(a)
(In thousands)
Cash flows from operating activities:
Net income (loss) $ 1,516 $ (576)
Non-cash charges to earnings 2,387 1,281
Net changes in other assets and liabilities (113) (5,169)
------- -------
Net cash provided by (used in) operating activities 3,790 (4,464)
------- -------
Cash flows from investing activities:
Payment for acquisitions (974) (2,658)
Proceeds from sale of marketable securities 3,525 7,897
Purchase of marketable securities (4,905) (4,879)
Purchase of fixed assets (1,140) (864)
Other - net 70 -
------- -------
Net cash used in investing activities (3,424) (504)
------- -------
Cash flows from financing activities:
Proceeds from short-term credit obligations 1,547 3,479
Payment of cash dividend (1,692) (1,671)
Payment on long-term obligations (1,954) (440)
Other - net 174 57
------- -------
Net cash (used in) provided by financing activities (1,925) 1,425
------- -------
Net decrease in cash and cash equivalents
before effect of exchange rate changes (1,559) (3,543)
Effect of exchange rate changes
on cash and cash equivalents 255 365
------- -------
Net decrease in cash (1,304) (3,178)
Cash at beginning of period 5,699 5,952
------- -------
Cash at end of period $ 4,395 $ 2,774
======= =======
(a) Prior period amounts have been restated to reflect the
Company's equity income from its investment in OAO Morion
See accompanying notes to condensed consolidated
financial statements.
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE A - CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of management of 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 consolidated financial position of the Company as
of January 31, 2005 and the results of its operations and cash flows for the
nine and three months ended January 31, 2005 and 2004. The April 30, 2004
condensed consolidated balance sheet was derived from audited financial
statements. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's April 30, 2004 Annual
Report to Stockholders. The results of operations for such interim periods are
not necessarily indicative of the operating results for the full year.
As indicated in Note I below, prior period financial statements have been
restated to reflect the Company's change in accounting to the equity method for
its investment in OAO Morion.
In addition, certain prior year amounts have been reclassified to conform
to current year presentation. These reclassifications had no effect on reported
consolidated earnings.
NOTE B - EARNINGS PER SHARE
Reconciliation of the weighted average shares outstanding for basic and
diluted Earnings Per Share are as follows:
Nine months Three months
----------- ------------
Periods ended January 31,
2005 2004 2005 2004
---- ---- ---- ----
Basic EPS Shares outstanding
(weighted average) 8,473,679 8,364,837 8,499,274 8,379,375
Effect of Dilutive Securities 208,420 *** *** 210,518
--------- --------- --------- ---------
Diluted EPS Shares outstanding 8,682,099 8,364,837 8,499,274 8,589,893
========= ========= ========= =========
*** Dilutive securities are excluded for the three month period ended
January 31, 2005 and for the nine month period ended January 31, 2004
since the inclusion of such shares would be antidilutive due to the
net loss for the periods then ended.
The computation of diluted earnings per share excludes those options with
an exercise price in excess of the average market price of the Company's common
shares during the periods presented. The inclusion of such options in the
computation of earnings per share would have been antidilutive. The number of
excluded options were:
Nine months Three months
Periods ended January 31,
2005 2004 2005 2004
---- ---- ---- ----
505,550 606,750 325,550 475,250
======= ======= ======= =======
NOTE C - ACCOUNTS RECEIVABE
Accounts receivable at January 31, 2005 and April 30, 2004 include costs
and estimated earnings in excess of billings on uncompleted contracts accounted
for on the percentage of completion basis of approximately $4,489,000 and
$2,428,000, respectively. Such amounts represent revenue recognized on long-term
contracts that had not been billed at the balance sheet dates. Such amounts are
billed pursuant to contract terms.
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE D - INVENTORIES
Inventories, which are reported net of reserves of $4,088,000 and
$3,495,000 at January 31, 2005 and April 30, 2004, respectively, consist of the
following:
January 31, 2005 April 30, 2004
(In thousands)
Raw materials and Component parts $10,809 $ 8,608
Work in progress and Finished goods 12,307 13,317
------- -------
$23,116 $21,925
======= =======
NOTE E - COMPREHENSIVE INCOME
For the nine months ended January 31, 2005 and 2004, total comprehensive
income was $4,507,000 and $1,987,000, respectively. Comprehensive income is
composed of net income or loss for the period plus the impact of foreign
currency translation adjustments and the change in the valuation allowance on
marketable securities.
NOTE F - EQUITY-BASED COMPENSATION
The Company applies the disclosure-only provisions of FAS 123, "Accounting
for Stock-Based Compensation," as amended by FAS 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure," and continues to measure
compensation cost in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." Historically, this has not resulted
in compensation cost upon the grant of options under a qualified stock option
plan. However, in accordance with FAS 123, as amended by FAS 148, the Company
provides pro forma disclosures of net earnings (loss) and earnings (loss) per
share as if the fair value method had been applied beginning in fiscal 1996.
The following table illustrates the effect on the Company's consolidated
statements of operations had compensation cost for stock option awards under the
plans been determined based on the fair value at the grant dates consistent with
the provisions of FAS 123 as amended by FAS 148:
Nine months Three months
Periods ended January 31,
2005 2004 2005 2004
---- ---- ---- ----
(In thousands except per share data)
Net income (loss), as reported $ 1,516 $ (576) $ (368) $ 364
Cost of stock options, net of tax (477) (532) (136) (177)
------- ------- ------- -----
Net income (loss)- pro forma $ 1,039 $(1,108) $ (504) $ 187
======= ======= ======= =====
Net income (loss) per share, as reported:
Basic $ 0.18 $(0.07) $(0.04) $ 0.04
====== ====== ====== ======
Diluted $ 0.17 $(0.07) $(0.04) $ 0.04
====== ====== ====== ======
Net income (loss) per share- pro forma
Basic $ 0.12 $(0.13) $(0.06) $ 0.02
====== ====== ====== ======
Diluted $ 0.11 $(0.13) $(0.06) $ 0.02
====== ====== ====== ======
The weighted average fair value of each option has been estimated on the
date of grant using the Black-Scholes options pricing model with the following
weighted average assumptions used for grants in fiscal years 2005 and 2004:
dividend yield of 1.83%; expected volatility of 59% and 63%, respectively; risk
free interest rate of 5.5%; and expected lives of seven and ten years,
respectively.
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE G - SEGMENT INFORMATION
The Company operates under four reportable segments:
1. Commercial communications - consists principally of time and frequency
control products used in commercial communication satellites and
terrestrial cellular telephone or other ground-based
telecommunications.
2. U.S. Government - consists of time and frequency control products used
in terrestrial and space applications by the Department of Defense and
other U.S. government agencies.
3. Gillam-FEI - the products of the Company's Belgian subsidiary consist
primarily of wireline synchronization and network monitoring systems.
4. FEI-Zyfer - the products of the Company's subsidiary incorporate
Global Positioning System (GPS) technologies into systems and
subsystems for secure communications, both government and commercial,
and other locator applications.
The table below presents information about reported segments with
reconciliation of segment amounts to consolidated amounts as reported in the
statement of operations or the balance sheet for each of the periods (in
thousands):
Nine months Three months
Periods ended January 31,
2005 2004 2005 2004
---- ---- ---- ----
Net sales:
Commercial Communications $25,436 $18,479 $ 5,315 $ 7,783
U.S. Government 4,300 5,344 985 1,686
Gillam-FEI 7,656 5,248 2,624 2,721
FEI-Zyfer 6,630 4,008 2,453 2,040
less intersegment sales (756) (248) (155) (178)
------- ------- ------- -------
Consolidated sales $43,266 $32,831 $11,222 $14,052
======= ======= ======= =======
Note-Certain prior period segment sales amounts have been adjusted to
conform to the presentation in the current fiscal year.
Operating profit (loss):
Commercial Communications $ 3,391 $ 1,102 $ (16) $ 827
U.S. Government (978) 544 (579) 216
Gillam-FEI (1,215) (2,359) (376) (772)
FEI-Zyfer 334 (907) 214 102
less intercompany transactions - (223) - (101)
Corporate (412) (371) (142) (143)
------- ------ ------ ------
Consolidated operating
profit (loss) $ 1,120 $(2,214) $ (899) $ 129
======= ======= ====== ======
January 31, 2005 April 30, 2004
---------------- --------------
Identifiable assets:
Commercial Communications $24,629 $22,988
U.S. Government 5,536 5,189
Gillam-FEI 13,584 14,904
FEI-Zyfer 5,005 5,541
less intercompany balances (6,610) (5,673)
Corporate 52,224 49,918
------- -------
Consolidated identifiable assets $94,368 $92,867
======= =======
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE H - ACQUISITION OF FEI-ZYFER
On May 9, 2003, the Company acquired the business and net assets of Zyfer,
Inc., a wholly-owned subsidiary of Odetics, Inc., in a cash transaction. The
business of the subsidiary, FEI-Zyfer, Inc., is the design and manufacture of
products for precision time and frequency generation and synchronization,
primarily incorporating GPS technology.
The Company paid $2.3 million at closing, plus acquisition costs of
approximately $400,000. According to the terms of the purchase agreement, the
Company is required to make additional payments up to a maximum of $1 million in
each of fiscal years 2004 and 2005 if FEI-Zyfer achieves certain revenue levels
in those years. The contingent payments are based on a percentage of revenues in
excess of $6 million in fiscal year 2004 and as a percentage of revenues in
excess of $8 million in fiscal year 2005. The acquired business recorded revenue
of $6.5 million for the year ended April 30, 2004. Accordingly, the Company paid
the former owners an additional $135,000 and recorded goodwill in the same
amount.
The FEI-Zyfer acquisition is treated as a purchase acquisition. The
purchase price (exclusive of the contingent payment noted above) has been
allocated to net assets acquired of approximately $1.8 million. The purchase
price in excess of net assets acquired, approximately $900,000, has been
allocated to fixed assets ($300,000) and to customer lists ($600,000) which will
be amortized over the next 3 to 5 years. Amortization expense for the nine month
periods ended January 31, 2005 and 2004, was $77,000 and $45,000, respectively.
Amortization expense for the three month periods ended January 31, 2005 and 2004
was $26,000 and ($26,800), respectively. (The fiscal year 2004 amount reflected
a correction of over estimated amortization expense from the prior fiscal
periods.)
The accompanying condensed consolidated statements of operations for the
nine- and three-month periods ended January 31, 2004, includes the results of
operations of FEI-Zyfer from May 9, 2003 through January 31, 2004. The pro forma
financial information set forth below is based upon the Company's historical
consolidated statements of operations for the nine and three months ended
January 31, 2004, adjusted to give effect to the acquisition of FEI-Zyfer as of
the beginning of the periods.
The pro forma financial information is presented for informational purposes
only and may not be indicative of what actual results of operations would have
been had the acquisition occurred on May 1, 2003, nor does it purport to
represent the results of operations for future periods.
Pro forma periods ended January 31, 2004
(unaudited)
Nine months Three months
(In thousands except per share data)
Net sales $32,923 $14,052
------- -------
Operating (loss) profit $(2,212) $ 129
------- -------
(Loss) profit from continuing operations $ (575) $ 364
====== ======
(Loss) profit per share- basic $ (0.07) $ 0.04
======= ======
(Loss) profit per share- diluted $ (0.07) $ 0.04
======= ======
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE I - INVESTMENT IN MORION, INC.
In September 2004, the Company increased its investment in OAO Morion
("Morion") from 19.8% to 36% of the privately-held Russian company's outstanding
shares. The acquisition was accomplished by a cash payment and the issuance of
42,488 shares of the Company's common stock.
As a result of the increased ownership of Morion, the Company changed its
method of carrying the investment from cost to equity as required by generally
accepted accounting principles. Under the equity method, the Company records its
proportionate share of the earnings of Morion. The effect of the change in
accounting method for the nine and three month periods ended January 31, 2005,
was to increase income before provision for income taxes and net income by
$225,000 ($0.03 per diluted share) and $97,000 ($0.01 per diluted share),
respectively. The financial statements for the prior fiscal year have been
restated for the change in accounting method. For the nine month period ended
January 31, 2004, the loss before income taxes and the net loss were reduced by
$67,000 ($0.01 per share). For the three month period then ended, income before
taxes and net income were increased by $31,000 (less than 1 cent per share).
Retained earnings as of the beginning of fiscal year 2005 have increased by
$207,000 for the effect of retroactive application of the equity method.
At January 31, 2005 and 2004, the Company's share of the underlying net
assets of Morion exceeded the investment by $626,000 and $54,000, respectively.
The excess relates to certain property, plant and equipment and is being
amortized into income by increasing the Company's share of Morion's net income.
The Company uses the straightline method to amortize the excess over the
remaining useful lives of the property, plant and equipment.
NOTE J - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2004, the FASB issued Statement No. 151 "Inventory Costs."
("FAS 151") This statement amends Accounting Research Bulletin No. 43, Chapter
4, "Inventory Pricing" and removes the "so abnormal" criterion that under
certain circumstances could have led to the capitalization of these items. FAS
151 requires that idle facility expense, excess spoilage, double freight and
re-handling costs be recognized as current-period charges regardless of whether
they meet the criterion of "so abnormal." FAS 151 also requires that allocation
of fixed production overhead expenses to the costs of conversion be based on the
normal capacity of the production facilities. The provisions of this statement
are effective for fiscal years beginning after June 15, 2005. The adoption of
FAS 151 is not expected to have a material impact on the Company's financial
position or results of operations.
In December 2004, the FASB issued Statement No. 123(R), "Accounting for
Stock-Based Compensation" ("FAS 123(R)"). FAS 123(R) establishes standards for
the accounting for transactions in which an entity exchanges its equity
instruments for goods or services. This statement focuses primarily on
accounting for transactions in which an entity obtains employee services in
share-based payment transactions. FAS 123(R) requires that the fair value of
such equity instruments be recognized as an expense in the historical financial
statements as services are performed. Prior to FAS 123(R), only certain pro
forma disclosures of fair value were required. The provisions of this statement
are effective as of the beginning of the first interim reporting period that
begins after June 15, 2005. The adoption of FAS 123(R) will have an impact on
the Company's financial position and results of operations similar to the pro
forma disclosures. (See NOTE H)
In December 2004, the FASB issued Statement No. 153, "Exchange of
Non-monetary Assets", ("FAS 153") an amendment of Accounting Principles Board
Opinion No. 29 ("APB 29"), which differed from the International Accounting
Standards Board's ("IASB") method of accounting for exchanges of similar
productive assets. FAS 153 replaces the exception from fair value measurement in
APB 29, with a general exception from fair value measurement for exchanges of
non-monetary assets that do not have commercial substance. The statement is to
be applied prospectively and is effective for non-monetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. The adoption of FAS
153 is not expected to have a material impact on the Company's financial
position or result of operations.
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 10Q 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, continued
acceptance of the Company's products in the marketplace, competitive factors,
new products and technological changes, product prices and raw material costs,
dependence upon third-party vendors, competitive developments, changes in
manufacturing and transportation costs, changes in contractual terms, the
availability of capital, and other risks detailed in the Company's periodic
report filings with the Securities and Exchange Commission. By making these
forward-looking statements, the Company undertakes no obligation to update these
statements for revisions or changes after the date of this report.
Critical Accounting Policies and Estimates
The Company's significant accounting policies are described in Note 1 to
the consolidated financial statements included in the Company's April 30, 2004
Annual Report to Stockholders. The Company believes its most critical accounting
policies to be the recognition of revenue and costs on production contracts and
the valuation of inventory. Each of these areas requires the Company to make use
of reasoned estimates including estimating the cost to complete a contract, the
realizable value of its inventory or the market value of its products. Changes
in estimates can have a material impact on the Company's financial position and
results of operations.
Revenue Recognition
-------------------
Revenues under larger, long-term contracts, generally defined as orders in
excess of $100,000, are reported in operating results using the percentage of
completion method. For U.S. Government and other fixed-price contracts that
require initial design and development of the product, revenue is recognized on
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 sales recorded as the costs are incurred. Each month management reviews
estimated contract costs. The effect of any change in the estimated gross margin
percentage for a contract is reflected in revenues in the period in which the
change is known. Provisions for anticipated losses on contracts are made in the
period in which they become determinable.
On production-type contracts, revenue is recorded as units are delivered
with the related cost of sales recognized on each shipment based upon a
percentage of estimated final contract costs. Changes in job performance may
result in revisions to costs and income and are recognized in the period in
which revisions are determined to be required. Provisions for anticipated losses
on contracts are made in the period in which they become determinable.
For contracts in the Company's Gillam-FEI and FEI-Zyfer segments, smaller
contracts or orders in the other business segments and sales of products and
services to customers are reported in operating results based upon shipment of
the product or performance of the services pursuant to contractual terms. When
payment is contingent upon customer acceptance of the installed system, revenue
is deferred until such acceptance is received and installation completed.
Costs and Expenses
------------------
Contract costs include all direct material, direct labor, manufacturing
overhead and other direct costs related to contract performance. Selling,
general and administrative costs are charged to expense as incurred.
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
(Continued)
Inventory
---------
In accordance with industry practice, inventoried costs contain amounts
relating to contracts and programs with long production cycles, a portion of
which will not be realized within one year. Inventory reserves are established
for slow-moving and obsolete items and are based upon management's experience
and expectations for future business. Any changes in reserves arising from
revised expectations are reflected in cost of sales in the period the revision
is made.
Change in Accounting Method
---------------------------
In September 2004, the Company increased its investment in OAO Morion
("Morion") from 19.8% to 36.2% of the privately-held Russian company's
outstanding shares. Accordingly, the Company changed its method of carrying the
investment from cost to equity as required by generally accepted accounting
principles. Under the equity method, the Company records its proportionate share
of the earnings of Morion. In addition, certain amounts in prior period
financial statements have been adjusted for the retroactive application of the
equity method since the inception of the Company's investment in Morion.
RESULTS OF OPERATIONS
The table below sets forth for the respective periods of fiscal years 2005
and 2004 the percentage of consolidated net sales represented by certain items
in the Company's consolidated statements of operations:
Nine months Three months
Periods ended January 31,
2005 2004 2005 2004
---- ---- ---- ----
Net Sales
Commercial Communications 58.8% 56.3% 47.3% 55.4%
U.S. Government 9.9 16.3 8.8 12.0
Gillam-FEI 17.7 16.0 23.4 19.4
FEI-Zyfer 15.3 12.2 21.9 14.5
Less intersegment sales (1.7) (0.8) (1.4) (1.3)
----- ----- ----- -----
100.0 100.0 100.0 100.0
Cost of Sales 66.0 67.5 67.1 66.0
----- ----- ----- -----
Gross Margin 34.0 32.5 32.9 34.0
Selling and administrative expenses 20.2 24.8 22.9 21.0
Restructuring charge - 1.3 - 2.2
Research and development expenses 11.2 13.1 18.0 9.9
----- ----- ----- -----
Operating Profit (Loss) 2.6 (6.7) (8.0) 0.9
Other income, net & Minority interest 2.8 5.3 3.2 3.0
----- ----- ----- -----
Pretax Income (Loss) 5.4 (1.4) (4.8) 3.9
Provision (Benefit) for income taxes 1.9 0.3 (1.5) 1.3
----- ----- ----- -----
Net Income (Loss) 3.5% (1.7)% (3.3)% 2.6%
===== ===== ===== =====
For the nine months ended January 31, 2005, the operating profit of $1.1
million increased by $3.3 million over the loss of $2.2 million for the same
period ended January 31, 2004. Net income for the first nine months of fiscal
year 2005 was $1.5 million, an increase of $2.1 million over the net loss of
$576,000 reported in the same period of fiscal year 2004. For the three months
ended January 31, 2005, the Company recorded an operating loss of $899,000 and a
net loss of $368,000 compared to an operating profit of $129,000 and net income
of $364,000 for the same period of fiscal year 2004. The Company's financial
performance primarily reflects the impact of service-provider telecommunication
spending, particularly on wireless network infrastructure. During the Company's
third and fourth quarters of fiscal year 2004 and the first quarter of fiscal
year 2005, telecommunication capital spending increased and the
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
(Continued)
Company realized rising revenues and profitability. During the Company's second
and third quarters of fiscal year 2005, wireless network spending declined
resulting in lower sales and profits for the Company. Based on information
provided by its major customers, the Company anticipates that service-provider
spending on telecommunication infrastructure will increase during fiscal year
2006 but the precise timing of this increase is uncertain.
Net sales for the nine months ended January 31, 2005, increased by $10.4
million (32%) and for the three months then ended, decreased by $2.8 million
(20%), from the same periods of fiscal year 2004. On a segment by segment basis,
the comparison of revenues for the nine and three month periods ended January
31, 2005 to the comparable periods of fiscal year 2004 were as follows:
Commercial Communications revenues increased by $6.9 million (38%) for the nine
month period and decreased by $2.5 million (32%) for the three month period; US
Government revenues decreased by $1.0 million (20%) for the nine month period
and $701,000 (42%) for the three month period; Gillam-FEI revenues increased by
$2.4 million (46%) for the nine month period and decreased by $97,000 (4%) for
the three month period; and FEI-Zyfer revenues increased by $2.6 million (65%)
for the nine month period and $413,000 (20%) for the three month period. In
addition, intersegment sales, principally from the Commercial Communications
segment to other segments, increased by $507,000 (204%) in the nine month period
and decreased by $23,000 (13%) in the three month period.
Commercial Communications revenues reflect the fluctuations in capital
spending in the wireless infrastructure industry as well as increases in
commercial communication satellite activity, both of which began to increase in
the last half of fiscal year 2004. The rate of wireless infrastructure capital
spending slowed during the Company's second and third quarters of fiscal year
2005 with a consequent sequential decrease in revenue from the levels achieved
in the fourth quarter of fiscal year 2004 and the first quarter of fiscal year
2005. The Company expects the wireless industry to continue to invest in
infrastructure with greater activity anticipated in the latter half of calendar
year 2005. During the second quarter of fiscal year 2005, the Company also
recorded revenue of approximately $750,000 related to certain pricing
adjustments with a customer. In addition, the Company's FEI-Asia subsidiary
realized increased revenues on sales to both third parties and other
subsidiaries of the Company.
US Government segment revenues declined as the Company continued work on
several developmental, pre-production programs under US Government contracts.
The Company expects to be awarded initial low-rate production orders on these
programs in fiscal year 2006. Gillam-FEI revenues reflect the improvement in
telecommunications infrastructure spending in Europe. The Company expects to
realize continued year-over-year improvement in the revenues from this segment.
Revenues for the FEI-Zyfer segment reflect the Company's contribution to that
segment's financial condition after it was acquired in May 2003. With
parent-company support, FEI-Zyfer was able to establish credibility with former
customers and to develop new customers. Increased revenues are anticipated from
this segment although the quarterly growth comparisons to fiscal year 2004 will
not be as significant since FEI-Zyfer began to realize greater sales in the
second half of the prior fiscal year. Actual quarterly results for each segment
are dependent on the timing of the release of customer orders and contracts.
Gross margin rates for the nine and three months ended January 31, 2005,
were 34.0% and 32.9%, respectively, compared to 32.5% and 34.0%, respectively,
in the same periods of fiscal year 2004. The rates are primarily attributable to
sales volume and product mix. Increased sales during the nine months of fiscal
year 2005 were able to absorb a greater amount of fixed costs than the revenues
recognized in fiscal year 2004. Likewise, revenues in the third quarter of
fiscal year 2005 were lower than sales recognized in the same period of fiscal
year 2004 and the lower gross margin reflects this decline. In addition, the
Company's FEI-Asia subsidiary, on the strength of increased revenues during
fiscal year 2005, continues to realize positive gross margins. This improvement
was offset by additional work required on certain space programs to address
technical issues encountered at the near conclusion of these programs. Gross
margin rates are lower than the Company's target of 40% because, in addition to
the matters listed above, margins on initial and early stage development US
Government contracts are generally lower than production orders, and margins
realized by Gillam-FEI are historically lower due to higher labor and social
service costs in Europe. As revenues increase, the Company expects to realize
gross margin rates in future periods which are in the upper 30% range.
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
(Continued)
During fiscal year 2004, the Company's majority-owned subsidiary in France
substantially completed a restructuring of its operations. This resulted in a
charge to earnings of $431,000 for the nine months ended January 31, 2004, of
which $305,000 was incurred during the three-month period then ended. The
Company did not incur any significant costs related to this restructuring after
January 31, 2004 and realized lower administrative costs thereafter.
Excluding the restructuring charge discussed above, selling and
administrative costs for the nine months ended January 31, 2005, increased by
$625,000 (8%) compared to the same period of fiscal year 2004 and, for the three
months then ended, decreased by $378,000 (13%) compared to the third quarter of
fiscal year 2004. Most of the fluctuation is attributable to personnel costs
from a combination of changes in headcount as well as accruals for incentive
compensation plans based on profitability. As revenues and profits increase,
these costs also rise while declines in profitability have the opposite effect.
The ratio of selling and administrative costs to net sales for the first nine
months of fiscal year 2005 was 20.2% which approached the Company's target of
less than 20% of revenues. For the third quarter of fiscal year 2005, the ratio
was 22.9% which primarily reflects the lower revenues in that period. In the
prior fiscal year, the Company experienced a lower ratio in the third quarter
(21%) compared to the nine month period (24.8%) as sales increased from that
achieved earlier in that year. In future quarters of fiscal year 2005 and 2006,
the Company expects to achieve its targeted ratio of costs to sales with a
combination of increased revenues as well as cost containment efforts.
Research and development spending in the nine and three month periods ended
January 31, 2005 increased by $541,000 (13%) and $631,000 (45%) compared to the
same periods of fiscal year 2004. With lower sales in the third quarter of
fiscal year 2005, the Company assigned more resources to development activities,
beginning several new initiatives as well as continuing to work on others.
During fiscal year 2005, the ratio of research and development spending to
revenues was 11% for the nine month period and 18% for the three month period
ended January 31, 2005. The higher relative level of spending in the third
quarter is due to a combination of lower revenues and greater spending. During
fiscal year 2005, the Company's efforts are focused on the final phases of the
development of Gillam-FEI's next generation wireline signal synchronization unit
(designated "US5G"), developing a digital rubidium oscillator, and further
improving the performance of crystal oscillators, including low-g (gravity)
sensitivity crystal oscillators which have broad applications in both commercial
and US Government systems. The Company also initiated development work on
Precision Reference Standards ("PRS") for wireline networks, high-temperature
clock technology for energy exploration and additional applications for the
FE-405 high precision oscillator series. The Company targets research and
development spending at approximately 10% of sales, but the rate of spending can
increase or decrease from quarter to quarter as new projects are identified and
others are concluded. The Company will continue to devote significant resources
to develop new products, enhance existing products and implement efficient
manufacturing processes. Where possible, the Company attempts to obtain
development contracts from its customers. For programs without such funding,
internally generated cash and cash reserves are adequate to fund these
development efforts.
Net nonoperating income and expense decreased by $381,000 (24%) and $27,000
(7%), respectively, in the nine and three month periods ended January 31, 2005
compared to the same periods of fiscal year 2004. Included in this category is
the Company's equity from the earnings of Morion. The Company commenced
recording its share of Morion's earnings upon the increase of its ownership
interest in Morion from 19% to 36% during the quarter ended October 31, 2004.
All prior period financial statements have been restated to report the Company's
equity income from the time of its original investment in Morion. For the nine
and three month periods ended January 31, 2005, equity in Morion's earnings
increased by $158,000 (236%) and $66,000 (213%), respectively, compared to the
same periods of fiscal year 2004. These increases are attributable both to the
Company's increased ownership percentage (from 9% to 36%) as well as improved
profitability at Morion resulting from increased sales.
Other components of nonoperating income and expense include investment
income, interest expense and other income (expense), net. Investment income
decreased by $559,000 (31%) and $45,000 (10%), respectively, during the nine and
three months ended January 31, 2005 compared to the same periods of fiscal year
2004. For the nine-month periods ended January 31, 2005 and 2004, the
year-over-year decline is principally due to realized gains of approximately
$483,000 recorded in the year ago period. For the three months ended January 31,
2005 and 2004, the decline is due to lower interest
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
(Continued)
income as a result of lower interest rates on marketable securities. For the
nine and three month periods ended January 31, 2005, interest expense increased
by $42,000 (20%) and $14,000 (17%), respectively, compared to the same periods
of fiscal year 2004. This increase reflects increases in the short-term
borrowing requirements of the Company. Other income (expense), net, increased by
$62,000 during the nine month periods ended January 31, 2005 and decreased by
$34,000 for the three-month period then ended compared to the same periods of
fiscal year 2004. Increases in this category related to a governmental grant
received in the first quarter at the Company's French subsidiary and recovery of
value added taxes during the second quarter at the same subsidiary. These gains
were offset by losses on the disposal of certain equipment at the Company's
California subsidiary during the third quarter of the year. Other income
(expense), net, consists principally of certain non-recurring transactions and
is generally not significant to net income.
The Company is subject to taxation in several countries as well as the
states of New York and California. The statutory federal rates vary from 34% in
the United States to 35% in Europe. Tax losses originating at the Company's
European and Asian subsidiaries are not consolidated with US source income
which, when combined with US state taxes, contributes to a higher effective tax
rate. The availability of Research and Development tax credits partially offset
US-based taxes. The Company's European subsidiaries have available net operating
loss carryforwards of approximately $2.6 million to offset future taxable
income.
LIQUIDITY AND CAPITAL RESOURCES
The Company's balance sheet continues to reflect a strong working capital
position of $64 million at January 31, 2005, which is comparable to working
capital at April 30, 2004. Included in working capital at January 31, 2005 is
$34.4 million of cash, cash equivalents and marketable securities, including
$14.9 million of REIT units that are convertible to Reckson Associates Realty
Corp. common stock.
Net cash provided by operating activities for the nine months ended January
31, 2005, was $3.8 million compared to $4.5 million used in operations in the
comparable fiscal year 2004 period. This significant improvement in cash flows
is due to the return to profitability in fiscal year 2005 plus collections on
accounts receivable which was partially offset by increases in inventory and
payments on accounts payable and accrued liabilities. In the first half of
fiscal year 2004, approximately $1.8 million was used to support the operations
of the Company's new subsidiary, FEI-Zyfer. In the first nine months of fiscal
year 2005, FEI-Zyfer generated positive cash flow from operations. The Company
expects that it will continue to generate positive cash flow from operating
activities during fiscal year 2005.
Net cash used in investing activities for the nine months ended January 31,
2005, was $3.4 million compared to $504,000 for the same period of fiscal year
2004. During the second quarter of fiscal year 2005, the Company made a
contingent payment for its FEI-Zyfer subsidiary, acquired an additional 16%
interest in Morion, Inc. and the remaining 14% of its French subsidiary it did
not already own, for aggregate cash payments of $974,000. Additional cash was
used to acquire certain marketable securities aggregating $1.4 million, net of
sales of other marketable securities. The Company also purchased capital
equipment for approximately $1.1 million. The Company may continue to acquire or
sell marketable securities as dictated by its investment strategies as well as
by the cash requirements for its development activities. Requirements for
additional capital equipment are expected to be less than $2.0 million in fiscal
years 2005 and 2006. Internally generated cash will be adequate to acquire this
capital equipment.
Net cash used in financing activities for the nine months ended January 31,
2005, was $1.9 million compared to cash provided by financing activities in the
amount of $1.4 million during the comparable fiscal year 2004 period. Included
in both fiscal periods is payment of the Company's semiannual dividend in the
aggregate amount of $1.7 million each year. During fiscal year 2004, the Company
took advantage of the low interest rate environment and borrowed $2.8 million
against a credit line which is secured by a substantial portion of the Company's
portfolio of marketable securities. During the first nine months of fiscal year
2005, the Company borrowed an additional $500,000 under this credit line net of
repayments of $1.0 million. The Company also made other scheduled payments
against debt and other obligations of $954,000.
FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
(Continued)
At January 31, 2005, the Company's backlog amounted to approximately $29
million compared to the approximately $36 million backlog at April 30, 2004. Of
this backlog, approximately 80% is realizable in the next twelve months.
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
- ------------------
The Company is exposed to market risk related to changes in interest rates
and market values of securities, including participation units in the Reckson
Operating Partnership, L.P. The Company's investments in fixed income and equity
securities were $15.1 million and $14.9 million, respectively, at January 31,
2005. The investments are carried at fair value with changes in unrealized gains
and losses recorded as adjustments to stockholders' equity. The fair value of
investments in marketable securities is generally based on quoted market prices.
Typically, the fair market value of investments in fixed interest rate debt
securities will increase as interest rates fall and decrease as interest rates
rise. Based on the Company's overall interest rate exposure at January 31, 2005,
a 10% change in market interest rates would not have a material effect on the
fair value of the Company's fixed income securities or results of operations.
Foreign Currency Risk
- ---------------------
The Company is subject to foreign currency translation risk. The Company
does not have any near-term intentions to repatriate invested cash in any of its
foreign-based subsidiaries. For this reason, the Company does not intend to
initiate any exchange rate hedging strategies which could be used to mitigate
the effects of foreign currency fluctuations. The effects of foreign currency
rate fluctuations will be recorded in the equity section of the balance sheet as
a component of other comprehensive income. As of January 31, 2005, the amount
related to foreign currency exchange rates is a $4,786,000 unrealized gain. Note
that the value of the Chinese Yuan is "pegged" to the value of the US dollar.
Accordingly, no foreign currency gains or losses have been realized or are
included in the unrealized gain indicated above. If the Chinese government
decides to change its policy and permits the Yuan to "float" against other world
currencies, the Company would report the effect in other comprehensive income,
as appropriate. The results of operations of foreign subsidiaries, when
translated into US dollars, will reflect the average rates of exchange for the
periods presented. As a result, similar results of operations measured in local
currencies can vary significantly upon translation into US dollars if exchange
rates fluctuate significantly from one period to the next.
Item 4.
Controls and Procedures
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 such evaluation, the Company's chief executive officer and
chief financial officer have concluded that, as of the end of such period, the
Company's disclosure controls and procedures are effective in recording,
processing, summarizing and reporting, on a timely basis, information required
to be disclosed by the Company in the reports that it files or submits under the
Exchange Act.
Internal Control Over Financial Reporting.
------------------------------------------
There have not been any 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 period to which this report relates that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II
ITEMS 1 through 5 are omitted because they are not applicable.
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibits:
31.1 - Certification by the Chief Executive Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 - Certification by the Chief Financial Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 - Certification by the Chief Executive Officer Pursuant
to 18 U.S.C. Section 1350 Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 - Certification by the Chief Financial Officer Pursuant
to 18 U.S.C. Section 1350 Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
No filings on Form 8-K were made during the three-month period ended
January 31, 2005.
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.
(Registrant)
Date: March 17, 2005 BY /s/ Alan Miller
-------------------------
Alan Miller
Chief Financial Officer
and Controller
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
Certification of CEO
I, Martin B. Bloch, Chief Executive Officer, 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(s) 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)) 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) 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;
(c) 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(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
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/ Martin B. Bloch March 17, 2005
------------------------
Martin B. Bloch
Chief Executive Officer
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
Certification of CFO
I, Alan L. Miller, Chief Financial Officer, 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(s) 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)) 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) 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;
(c) 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(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
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/ Alan L. Miller March 17, 2005
-----------------------
Alan L. Miller
Chief Financial Officer
Exhibit 32.1
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 January 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Martin
B. Bloch, Chief Executive Officer of the Company, certify, pursuant to Section
18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; 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/ Martin B. Bloch March 17, 2005
--------------------------
Martin B. Bloch
Chief Executive Officer
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.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Certification of CFO
In connection with the Quarterly Report of Frequency Electronics, Inc. (the
"Company") on Form 10-Q for the period ended January 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Alan L.
Miller, Chief Financial Officer of the Company, certify, pursuant to Section 18
U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; 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/ Alan L. Miller March 17, 2005
---------------------------
Alan L. Miller
Chief Financial Officer
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.