-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ATl8J4U7N47iV8ywpq3iSAkgTi/hsr816NBeZ8mP2SgnFouu0b6CZOq3erDW/tRS gTnZlaR45RwEpII/HiQgbg== 0000039020-05-000011.txt : 20050309 0000039020-05-000011.hdr.sgml : 20050309 20050309150000 ACCESSION NUMBER: 0000039020-05-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050308 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20050309 DATE AS OF CHANGE: 20050309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FREQUENCY ELECTRONICS INC CENTRAL INDEX KEY: 0000039020 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 111986657 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08061 FILM NUMBER: 05669190 BUSINESS ADDRESS: STREET 1: 55 CHARLES LINDBERGH BLVD CITY: MITCHEL FIELD STATE: NY ZIP: 11553 BUSINESS PHONE: 5167944500 MAIL ADDRESS: STREET 1: 55 CHARLES LINDBERGH BOULEVARD CITY: MITCHELL FIELD STATE: NY ZIP: 11553 8-K 1 earnings_8k.txt Q3 FY2005 EARNINGS PRESS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 8, 2005 FREQUENCY ELECTRONICS, INC. (Exact name of registrant as specified in its charter) Delaware 1-8061 11-1986657 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 55 Charles Lindbergh Blvd., Mitchel Field, NY 11553 (Address of principal executive offices) (Zip Code) (516) 794-4500 (Registrant's telephone number, including area code) NONE (Former name, former address and former fiscal year, if changed since last report) ________________________________________________________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Page 1 of 6 pages ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On March 8, 2005, Frequency Electronics, Inc. issued a press release, which sets forth its results of operations for the quarter ended January 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. ITEM 9.01 (c). EXHIBITS. 99.1 Press Release of Frequency Electronics, Inc., dated March 8, 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 hereunto duly authorized. FREQUENCY ELECTRONICS, INC. By: /s/ Alan Miller --------------- Alan Miller Chief Financial Officer and Treasurer Dated: March 9, 2005 Exhibit 99.1 PRESS RELEASE Frequency Electronics Announces Results for 3rd Quarter Fiscal Year 2005 Mitchel Field, NY, March 8, 2005 - Frequency Electronics, Inc. (AMEX-FEI) today announced that revenues for the third quarter of fiscal year 2005, which ended 31 January 2005, were $11.2 million compared to $14.1 million for the same period of fiscal 2004. For the nine month period ended 31 January 2005, revenues were $43.3 million compared to $32.8 million in the first nine months of the previous fiscal year. In the third quarter, the Company recorded a net loss of $368,000 ($0.04 per diluted share), compared to net income of $364,000, or $0.04 per diluted share, in the same quarter of fiscal 2004. For the nine month period ended 31 January 2005, net income was $1.5 million, or $0.17 per diluted share, compared to a net loss of $576,000 ($0.07 per diluted share) in the first nine months of the previous fiscal year. Results include prior period restatement of earnings per share and net income to reflect the Company's equity income from its investment in Morion, Inc. General Joseph Franklin, Chairman of the Board, said: "The widely-reported slowdown in OEM wireless infrastructure purchasing that began in the last half of calendar year 2004 has been the primary influence on revenues in the last two quarters. Operating results in the past quarter were further impacted by increased development spending. Comparing this full fiscal year, which ends April 30th, with fiscal 2004, we continue to expect increased revenues and profitability. We will achieve this with no material contribution from our major new product developments. Looking ahead to next fiscal year, our investment in these new products will begin to contribute to the Company's ongoing growth." Revenues for the Commercial Communications segment were $5.3 million for this past quarter and $25.4 million for the nine months of fiscal 2005. Revenues for the nine months of fiscal 2004 were $18.5 million. Included in the nine months of fiscal year 2005 revenues are commercial satellite sales, which rose to $4.3 million, compared to $1.4 million in the first nine months of fiscal 2004 Third quarter revenues for the US Government segment were $985,000 and $4.3 million for the nine months of fiscal 2005. Revenues for the nine months of fiscal 2004 were $5.3 million. Additional US government sales are included in the FEI-Zyfer segment. FEI-Zyfer's revenues for the third quarter were $2.5 million and $6.6 million for the nine months of fiscal 2005, up from $4.0 million the first nine months of fiscal 2004. The large majority of FEI-Zyfer's revenues are derived from US government programs. Gillam-FEI recorded revenues of $2.6 million for the third quarter and $7.6 million for the nine months of fiscal 2005. Revenues for the nine months of fiscal 2004 were $5.2 million. Research and development expenses during the third quarter were $2.0 million, up from $1.2 million and $1.6 million in the first and second quarters, respectively. During the quarter, investment in new developments included: o Precision Reference Standards (PRS) for wireline networks, a joint effort between FEI Communications, Gillam-FEI, and FEI-Zyfer. o High-temperature clock technology for energy exploration. o Additional applications for the FE-405 high precision oscillator series. Chief Financial Officer, Alan Miller, added the following comments: "Operating margins during the quarter were impacted by lower revenues and the increased rate of R&D spending. Gross margins during the third quarter were 32.9%, compared to 34.4% for the preceding six months. R&D expenditures were 18% of revenues compared to 9% for the first six months. We anticipate R&D spending in the fourth quarter will return to levels comparable to the first half of the year." About Frequency Electronics Frequency Electronics, Inc. is a world leader in the design, development and manufacture of high-technology frequency, timing and synchronization products for voice, video and data telecommunications delivered by satellite or terrestrial means for both commercial and DOD customers. The Company's technologies provide unique solutions that are essential building blocks for the next generation of broadband wireless and fiber optic communications systems, for critical defense applications and for the ongoing expansion of existing wireless and wireline networks. Additional information is available on FEI's website: www.frequencyelectronics.com. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The Statements in this press release regarding 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, inability to integrate operations and personnel, actions by significant customers or competitors, general domestic and international economic conditions, consumer spending trends, reliance on key customers, continued acceptance of the Company's products in the marketplace, competitive factors, new products and technological changes, product prices and raw material costs, dependence upon third-party vendors, competitive developments, changes in manufacturing and transportation costs, the availability of capital, and 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 release. Contact information: General Joseph P. Franklin, telephone : (516) 794-4500 WEBSITE: www.frequencyelectronics.com Frequency Electronics, Inc. and Subsidiaries Consolidated Condensed Summary of Operations
Quarter Ended Nine Months Ended January 31, January 31, 2005 2004(a) 2005(a) 2004(a) (unaudited) (unaudited) (in thousands except per share data) Net Sales $11,222 $14,052 $43,266 $32,831 Cost of Sales 7,529 9,279 28,537 22,171 ------- ------- ------- ------- Gross Margin 3,693 4,773 14,729 10,660 Selling and Administrative 2,567 2,945 8,759 8,134 Restructuring Charge - 305 - 431 Research and Development 2,025 1,394 4,850 4,309 ------- ------- ------- ------- Operating (Loss) Profit (899) 129 1,120 (2,214) Interest and Other, Net (a) 361 388 1,225 1,606 ------- ------- ------- ------- (Loss) Income before Taxes & Minority Interest (538) 517 2,345 (608) Minority Interest - (25) (1) (132) ------- ------- ------- ------- (Loss) Income before Income Taxes (538) 542 2,346 (476) Income Tax (Benefit) Provision (170) 178 830 100 ------- ------- ------- ------- Net (Loss) Income $ (368) $ 364 $ 1,516 $ (576) ======= ======= ======= ======= Net (Loss) Income per Share: Basic $ (0.04) $ 0.04 $ 0.18 $ (0.07) ======= ====== ====== ======= Diluted $ (0.04) $ 0.04 $ 0.17 $ (0.07) ======= ====== ====== ======= Average Shares Outstanding Basic 8,499,274 8,379,375 8,473,679 8,364,837 ========= ========= ========= ========= Diluted 8,499,274 8,589,893 8,682,099 8,364,837 ========= ========= ========= ========= (a) Prior period amounts have been restated to reflect the Company's equity income from its investment in Morion, Inc.
Frequency Electronics, Inc. and Subsidiaries Consolidated Condensed Balance Sheets January 31, April 30, 2005 2004(a) (in thousands) ASSETS Cash & Marketable Securities $ 34,400 $ 31,389 Accounts Receivable 12,862 15,036 Inventories 23,116 21,925 Other Current Assets 3,110 4,485 Property, Plant & Equipment 11,158 11,486 Other Assets 9,722 8,546 -------- -------- $ 94,368 $ 92,867 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities $ 9,091 $ 11,827 Long-term Obligations and Other 17,237 17,657 Stockholder' Equity 68,040 63,383 -------- -------- $ 94,368 $ 92,867 ======== ======== -----END PRIVACY-ENHANCED MESSAGE-----