Frequency Electronics, Inc. ($FEIM)

Greetings, and welcome to the Frequency Electronics Third Quarter Fiscal 2026 Earnings Release Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. Any statements made by the company during this conference call regarding the future constitute forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements inherently involve uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences are included in the company's press releases and are further 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 conference call. It is now my pleasure to introduce your host, Thomas McClelland, President and Chief Executive Officer.

Good afternoon. and thanks for joining Frequency Electronics Third Quarter Fiscal Year 2026 Earnings Call. With me today is our CFO, Steve Bernstein. On our second quarter fiscal 2026 earnings call in December, I discussed our vision for how we see the growth in our company developing in the coming years. Specifically, I told you that the exciting growth prospects we have in large and growing end markets, which are larger than our historical addressable markets will come in addition to continuing strength and growth in our ongoing businesses in space and defense. These new markets such as quantum sensing, proliferated satellites and alternative position, navigation and timing programs are built upon our industry-leading capabilities in our core space and defense programs. I also told you on that December call that we anticipate multiple awards in the coming months, some of which are as large or larger than the biggest ones we have historically announced. Today, we're very pleased to report significant progress on all of these fronts. In a separate press release that came out at the same time as our earnings report after the close of market today, we announced that we were awarded 2 contracts valued at approximately $45 million. One of these contracts is in the domain of FEI's traditional space satellite programs and one is part of the new proliferated satellite paradigm. Customer confidentiality prevents us from discussing these with greater specifics at this time. But there are 2 important points to consider. First, of course, is that these contracts reflect our ability to continue to win meaningful contracts in our traditional space business, while also winning significant business in our next-generation markets at the same time. In other words, while our business is never perfectly linear, we are definitely not projecting a dislocation in which the traditional business wanes while the new business replaces it. Rather, they'll both grow and pave the way for us to become a substantially larger company. Second, we're already actively working on additional contracts of similar magnitude in both our traditional and new business lines and anticipate additional awards in this calendar year. On the December call, I also told you that while backlog in any given quarter can fluctuate given newly funded awards and what is converted into revenue in a given quarter, based on what we're seeing coming down the road, we believe it is reasonable that we could see backlog north of $100 million in the not-too-distant future. Our January quarter end backlog was [ approximately $83 million ], a new record for FEI. And of course, this backlog amount was prior to the award of the contracts announced today. This new business announced today, will start to enter backlog in this current fiscal fourth quarter, which should help us make further progress towards the $100 million mark in the near future. Now that $100 million level, by the way, is not meant to [indiscernible] but the level we're currently building towards. Adding more awards like the ones we announced today could push us well past that over time. Steve will provide more financial details a little bit later. But I would make a few financial comments here. For the third fiscal quarter, we reported revenue of $16.9 million, essentially the same as the second fiscal quarter. This revenue number is down year-over-year because of the particularly strong execution we exhibited in fiscal 2025, which allowed the company to produce revenue on certain programs in fiscal 2025 that we had originally expected to produce over a much more extended period of time well into fiscal 2026. Essentially pulling forward some revenue, as we've discussed in the previous calls. Nonetheless, this was still the fourth highest quarter of revenue in the past 10 years, with the only 3 higher quarters having occurred within the past 4 quarters. As we said on the December call, though our business does not proceed in a perfectly [ linear ] fashion, we have established a new hire base, and we anticipate building upon that base now and in the years to come. Before I turn things over to Steve, I would like to make a few comments on the current state of the world and how it relates to FEI's business. Obviously, most immediately, our country is now at war. As we've discussed on previous calls, we're involved in numerous defense programs, including Golden Dome, Patriot missile system, B-2 Bomber and terminal high-altitude area defense missile system, THAAD system as well as other multi-domain defense systems. Missile systems and interceptors have been in the news quite a bit over the past 2 weeks, and I would like to remind you of remarks we've made previously on our calls. Our exposure on major missile programs is principally in the missile batteries which are ground-based units used to detect, track and intercept incoming threats, generally by firing missiles at those threats. As the government increases the deployment of these batteries, our business will expand along with that, and we've already seen evidence of that in the current quarter. Further, the early days of this war as well as the action earlier this year in Venezuela have shown an increased reliance on traditional jet fighters and naval fleets as opposed to next-generation defense technologies. Similar to our discussion earlier on our space positioning in the traditional and emerging markets, we believe this military deployment is a good example of how there remains strong opportunities in our traditional defense business. Even as we are engineering products for next-generation modalities. We expect defense to continue to be a meaningful and growing business for FEI for many years. Meanwhile, in the Ukraine-Russia war and in the Straits of Hormuz, GPS jamming has become ubiquitous, creating dead zones that threaten civilian aircraft, telecom and financial systems, shipping firms and NATO allies. The need for alternative position, navigation and timing systems Alt-PNT including the use of quantum sensing and magnetometers is paramount, and we expect to be a part of that solution set in the years to come. In fact, in this current fiscal year, we've already won some new business in both magnetometers and other quantum sensing, including business won out of our new Colorado facility. We expect a lot more Alt-PNT business in the years to follow. Our technology is used in systems and programs that play critical roles in keeping our country and our military safe. We're very proud of this work and it creates an additional sense of mission for our team. I would like to thank our employees, our customers and our shareholders, all of whom we serve by carrying out this important work. Lastly, we will be participating in 2 investor conferences in the fiscal fourth quarter, and we look forward to meeting with a number of you at the Craig-Hallum New Space Conference on March 25 and the Morgan Stanley Golden Dome and National Security Innovation Summit on June 15. And now I'll turn the call over to Steve to provide some more financial details, and I look forward to taking your questions during the Q&A following Steve's remarks. Steve?

Thank you, Tom, and good afternoon. For the 3 months ended January 31, 2026, consolidated revenue was $16.9 million compared to $18.9 million for the same period of the prior fiscal year and substantially similar to the second quarter of this fiscal year, as Tom mentioned earlier, and which we have described on the past several calls. The components of revenue are as follows: revenue from commercial and U.S. government satellite programs was approximately $4.2 million or 25% compared to $11.2 million or 59% in the same period of the prior fiscal year. Revenues on satellite payload contracts are recognized primarily under the percentage of completion method and reported only in the FEI-New York segment. Revenues from non-space U.S. government and Department of Defense customers, which are recorded in both the FEI-New York and FEI-Zyfer segments were $12.5 million compared to $7.4 million in the same period of the prior fiscal year and accounted for approximately 74% of consolidated revenue compared to 39% for the prior fiscal year. Other commercial and industrial revenues were approximately $180,000 compared to approximately $367,000 in the prior fiscal year. The revenue for the 3 months ending January 31, '26 were lower than the revenues in the prior period, partly as a result of certain space programs in the FEI-New York segment during the prior fiscal year that were being expedited during the period due to very aggressive schedules. In addition, several new space bookings anticipated for the 3 months ending January 31, '26 are now anticipated in the fourth quarter of fiscal '26. For the 3 months and 9 months ending January 31, '26, both gross margin and gross margin rate decreased compared to the same period in the prior fiscal year. The decrease in gross margin and gross margin rate were attributable to a change in the mix of high-margin production satellite programs in the prior year periods versus lower-margin programs with significant nonrecurring engineering efforts during the 3 months ending January 31, '26. Going forward, the mix of programs will vary in any given quarter, but in general, we expect our gross margin to move up over time, particularly as we add more business with higher rate of unit production and follow-on business from successful programs. For the 3 months ending January 31, '26 and '25, selling, general and administrative expenses increased by approximately $213,000 and were approximately 21% of consolidated revenue, up from 18% in the prior year. The increase in SG&A expenses during the 3 months ending January 31, 2026, was due to fluctuations in various expense accounts that make up SG&A. R&D expense for the 3 months ending January 31, '26 increased to approximately $1.8 million from $1.4 million for the 3 months ending January 31, '25, an increase of approximately $327,000 and were approximately 10% and 8%, respectively, of consolidated revenue. Fluctuation in R&D expenditures will occur in some periods due to current operational needs supporting ongoing programs. The company plans to continue to invest in R&D in the future to keep its products at the state of the art. In total, operating expenses increased approximately $540,000, but this includes approximately $500,000 of nonrecurring expenses. So we anticipate showing more operating leverage going forward as additional revenue should expand at a much faster rate than expenses. For the 3 months ended January 31, '26, the company reported operating income of approximately $1.3 million compared to an operating income of approximately $3.5 million in the prior fiscal year. Operating income decreased due to lower revenue, lower gross margin and increased SG&A described earlier. Other income expense net is derived from various sources, the majority of the approximately $0.2 million of investment income for the 3 months ending January 31, '26 was from interest income and unrealized gain on assets held in the Frequency Electronics deferred compensation trust. This yields a pretax income of approximately $1.4 million for the 3 months ending January 31, '26 compared to an approximately $3.6 million pretax income for the 3 months ended January 31, '25. For the 3 months ending January 31, '26, the company recorded an income tax benefit of approximately $127,000, which includes a discrete tax benefit of approximately $568,000. The discrete income tax benefit is primarily due to stock compensation windfall deductions. For the 3 months ended January 31, '25, the company recorded an income tax benefit of $11.8 million which included a discrete income tax benefit of $11.9 million. The discrete income tax benefit in the comparable period is primarily due to the release of the valuation allowance. Consolidated net income for the 3 months ended October 30 -- sorry, January 31, '25 was approximately $1.6 million or $0.16 per share compared to approximately $15.4 million or $1.60 per share for the same period of the previous fiscal year. Our fully funded backlog at the end of January '26 was approximately $83 million, a new all-time high for FEI as compared to approximately $70 million for the previous fiscal year ended April 30, '25. The company's balance sheet continues to reflect a strong working capital position of approximately $32 million at January 31, '26 and a current ratio of approximately 2.6:1. The amount of cash reported as of the quarter end January 31 should be -- represent a low point going forward, which is a combination of investments made by the company, purchases of stock and collections coming in early in the fiscal fourth quarter that were adjusted in the third quarter. Specifically, we have already collected over $11 million of cash since February 1, 2026, and we expect that to continue building through the quarter. Additionally, the company is debt-free and the company believes that its liquidity is adequate to meet its operating investing needs for the next 12 months in the foreseeable future. I will turn the call back to Tom, and we look forward to your questions shortly.

Thanks, Steve. We're now ready for questions.

[Operator Instructions] The first question comes from Jeff Van Rhee with Craig Hallam.

A couple for you here, guys. So Tom, the proliferated win. Talk to me about what you're learning out in the marketplace in your ability to win in these proliferated constellation deals? I know this is something you've sort of felt your way through. Looks like you've got some success in our sort of guiding to continued success. Where do you have the right to win? Where do you win? Where do you not have a right to play? Just what have you learned there?

Well, I think when we can provide some technical edge. We're very successful. We're seeing that and that's what the win that we announced today reflects. When there are systems that have minimal technical requirements and all of the emphasis is just on the lowest possible cost then it's a much bigger challenge for us.

Realizing your hands are somewhat tied. Talk to me to the degree you can, on the $45 million, I think you said there's a couple of wins in there. Are these roughly equal in size? I know you said one was proliferated, one wasn't, but just rough proportion of what's in there?

Well, yes, I'm going to dodge that one a little bit, Jeff, but let me just say they are both significant.

Okay. And in terms of the -- coming into funded backlog, I think that the phrasing was they will start to come into backlog. I mean, can you give us some swag at how quickly that's going to play into the backlog?

Yes. Just a reminder that we talk about funded backlog. So it's a question of the funding profile on each of these programs. But the reality is that will be pretty significant in the quarter that we're in currently. I don't think that I can say a whole lot more than that at this point.

Okay. And Steven, on the cost structure, I was just unclear. I think you referenced there were some unusual in there. Obviously, R&D has bumped up considerably over the last few quarters. I'm trying to understand what the steady state OpEx levels are going forward. So just what was in there this quarter that was one time and not...

Well, we -- in the general operating expenses, we still have investments that we're making into. Colorado is the largest piece of that. And once that's done, it should normalize pretty much. That was one of the larger piece of it.

And so when you say normalize, are we going to go up from this level as we go forward into future quarters? Or was there unusual in here and we should step down from here?

Well, again, operating expenses in general, unfortunately, there's always some bump, whether it's 3%, 4%, 5% based on just the normal growth of normal expenses. So I don't see any -- unless something changes, I don't see a large increase, but I don't see a large decrease.

Okay. Maybe last for me. Tom, on -- with respect to TURbO, I know you had given some color commentary in a few prior quarters that you felt it had the potential to go from a couple of million to maybe $20 million in the out year, if things go right. Just your updated thinking on TURbO, based on market reception, pipeline, et cetera?

I think, if anything, we're more optimistic about TURbO. We're beginning to see significant revenue at this time. And every indication is that this is going to grow dramatically over the next -- even over the next couple of quarters and definitely over the next couple of years.

Our next question comes from [ Chris Bokosky ], Private Investor.

And congratulations on the new wins. Could you clarify what exactly is the proliferated satellite? Is that the Starlink type satellite? I'm not asking if it's Starlink or not, just if it's that type of satellite?

Yes, yes. It's actually a pretty good question. I'm not sure I really like that term proliferated satellites, but it is 1 that is being used out there. I think the distinction we're trying to make is between what we call traditional satellite systems where there may be 3 to 5 satellites in a constellation, oftentimes in geosynchronous orbits versus these newer satellite systems that are being envisioned at this point in time. Often but not always in low earth orbit, but consisting of many, many more satellites typically from 300 to in some cases, many thousands and SpaceX is now talking about a constellation of 1 million satellites. And -- but I think the real distinguishing feature is that the thought process that goes behind these systems, what's become very clear recently is that satellites are vulnerable from our enemies. And this has been demonstrated recently that both the Chinese and the Russians in particular, have the capability to destroy other satellites. And when we have a satellite system that has only a couple of satellites in it, if one of those satellites gets destroyed, it's a huge loss for us, it can represent billions of dollars, in fact. So the idea is instead of having a couple of satellites worth $1 billion each, to have a system where there are many more satellites, but the individual satellites are much, much less costly. So the simple way I like to look at it is that the system itself may overall cost the same amount of money. But instead of those costs being distributed over a few satellites, 3, 4, 5 satellites, is distributed over 300 or 1,000 satellites. So in order to make that approach work, obviously, the individual satellites have to cost a lot less. So that's what we end up looking at. We look at individual satellites, the contribution that we make in a product to an individual satellite has to cost a lot less than what we would deliver for one of the traditional satellites. And then, of course, another important feature is that if you're going to launch 300 satellites instead of 3, you need to do it at a much more rapid pace than as necessary for the 3 satellites. So the production rate has to increase dramatically. So this lower cost and more rapid production makes for a significantly different manufacturing approach than with traditional satellites. But one of the things -- so we are actually investing in order to really get involved in a very significant way in this new kind of satellite business. One of the attractive features is that on an ongoing basis, many of these systems are envisioned to have just a continuous ongoing production of satellites. The idea is that the individual satellites are intended to have a shorter lifetime instead of 15 years for traditional satellites, maybe 3 to 5 years for the newer satellites. And so we get into a production mode, where we are delivering on a scheduled basis, say, the first 300 satellites in a 300-satellite system. But as soon as we're done delivering the 300 satellites, we have to start all over again. Because the first satellites that were launched are nearing the end of life and have to be replaced with new ones. So it makes for potentially a much more continuous kind of production. And that's something that we think makes for a much more predictable business and it's also in many ways a more attractive business than the traditional satellites where we would have a large scale production activity over a couple of years. And then when we're finished with 3 or 4 satellites we're done perhaps for the next decade until people are talking about potentially replacing those satellites. So anyway, it's probably a more long-winded answer than you wanted, but let me leave it at that.

That was very appreciated. Please feel free to be as long winded as you want. So it seems like there will be some headwinds -- some tailwinds for gross margin. I'm sure having continuous production would really help gross margins, but then having a new satellite program with -- which requires limited cost that might hurt gross margins. So do you have -- do you think you'll be able to keep your gross margins on this new proliferated satellite program? And is there going to be like a learning period where gross margins will be lower?

Yes. So that -- it's a good question. It's something we've talked about on previous calls. I think we do anticipate in the short run, somewhat lower gross margins on the proliferated satellite business as it gets refined in the initial years. But at the same time, and it's really one of the things we're trying to emphasize today is that the traditional satellite business is still alive and well. And that is a business that our gross margins are very strong. So whereas we have to invest to some extent in the proliferated satellites, we have really good gross margins with the traditional satellites. And I also want to emphasize that in the long run, we anticipate very strong margins for the proliferated satellite business as well.

Okay. And you mentioned that in this current quarter, things are going -- this $45 million, some of it is going to the funded backlog. Are you allowed to tell us when actual production would start.

I -- that's something, I think, not prepared to get into. It's a very early stages of these programs and the schedules are being worked out now with our customers.

Next question is from [ Michael Eisner ], private investor.

Congratulations on the 2 contracts and future contracts. Most of my questions are answered. Can you comment on Golden Dome?

I don't think there's a whole lot I can say. From our point of view, Golden Dome is just sort of being defined at this point in time. We have spoken specifically in the past and earlier today, about some of the programs, Patriot Missile and THAAD, which I think are in some ways of thinking considered part of the Golden Dome concept. We are also involved in several other missile programs, which we can't talk about in specific. But we're very, very involved in a number of things that are part of the Golden Dome concept. And of course, the satellites are also a very, very important part of the Golden Dome concept, and we're very involved in that also. But other than that, Michael, I don't think I can really get into any specifics.

Frequency Electronics has been around 60, 70 years and Frequency are a nice name, good name, respected name. But did you ever think of adding to frequency, maybe frequency quantum sensing, for example, or timing, what the company actually does?

Yes, sure. We have thought about it. There have been all sorts of suggestions along the lines that you're suggesting right now and quite a number of other ones also. We -- yes, I don't think I want to say a whole lot more than that. But at the moment, we're sticking with the 65-year-old name that we have.

I just thought because there's so much in Frequency from years ago, there is so much more now. And we keep -- it sounds like on this call, we're getting involved with more stuff in technology, a technology company? That it's a technology company.

The one thing I'll say. We've given some thought to this kind of thing, and I'm not going to say one way or the other what the future will bring. But I think there's -- we've just been talking about it. There's a tremendous amount of business that we're looking at, at this point in time, and we're anticipating very, very significant growth. And I think the important thing to do is concentrate on executing that business effectively. And so that's what we're focusing on. And we feel that's way more important than the name we provide to the company.

[Operator Instructions] We have a follow-up coming from Jeff Van Rhee with Craig-Hallum.

Just a few from me guys. The -- in terms of the script, Steven, I might have missed it. I thought you had said you had some bookings pushouts, and I didn't quite catch it. I think you said Q1 went to Q4. Just recap that for me. And then, Tom, you -- I know you've been talking about $100 million backlog you thought in the relatively near future. It sounded like slightly different verbiage here, so maybe it's not quite as near as you thought it had been. Just connect those 2 dots for me and help me understand what's going on there.

Well, I think that, again, we can't really get into quantitative specifics. But I do think that the $100 million mark is going to be breached relatively quickly. I think just the -- so what we talked about today, the numbers we -- our backlog is up from what it was last quarter slightly. And we just announced today $45 million of new contracts, and that's going to be hitting the backlog, beginning to hit the backlog this quarter and there's more in the input pipeline. So we're very quickly approaching the $100 million mark.

Yes. Understood. And just back to the original question. Steve, did you reference contracts pushing out from Q1 to Q4? And if so, can you expand on that?

No. I said they pushed from Q3 to Q4, and that's why some of the revenue was down a drop because of that. That's all.

Yes. I think the -- and very specifically, the contracts that we just announced. One of the frustrating things in the satellite business is our wonderful government. They like to get their satellite hardware as quickly as possible, but they're not so fast in executing contracts.

Next question comes from Robert Smith with Center for Performance Investing.

I just wanted to congratulate you, Tom, on your transforming this company and positioning it for future growth. And I'm hopeful that you can continue to execute, and I think you're doing a wonderful job, and kudos to you. Grateful to be aboard.

I appreciate it, and we'll do our best.

Our next question, we have a follow-up actually from [ Chris Bokosky ], a private investor.

I wanted to ask you if you can have -- expound a little bit on the alternative position and navigation. Now obviously, there's GPS jamming all over the place. And how do you help address that and would that lead to your devices being actually deployed in kind of the -- in the terrestrial in the boats and cars and so on.

So okay. The -- for alternative navigation, there are dozens or more things that people are considering. I think it's maybe worth just a little bit of discussion about this. The -- we all have come to depend on GPS, global positioning system over the last couple of -- but the one thing that distinguishes GPS is the G part of it, the global. It's available literally any place on the surface of the earth. And when people talk about alternatives to GPS, sometimes they talk about other satellite navigation systems which are potentially also global in reach. But in general, people like to talk about things that are not satellite systems. The whole idea is that the satellite global positioning system is vulnerable. The satellites can be destroyed or damaged by our enemies in particular, and also the signals can be jammed. And if you just replace one satellite system with another satellite system, you have essentially the same problems with -- that you had with the original system. So people talk primarily about non-satellite alternatives. And in general, the non-satellite alternatives are not global in reach. And that means that if you're not talking about systems, usually when you talk about alternatives, you're talking about employing multiple approaches to navigation. So one alternate may work in a particular environment, say, an urban environment. And another approach will work over the ocean or in the middle of the desert someplace. So what -- with all of that preliminary being said, there are a couple of things that we're involved in and think are going to become important over the next couple of years and probably over the next decade. So one of them that we're working on very actively right now is a so-called magnetic navigation. And the idea here is that the magnetic field around the surface of the earth, is not exactly constant. It varies by small amounts and the exact magnetic field and direction is location sensitive. So if you have a very accurate map of the magnetic field in a region on the surface of the earth then you can -- and you have a means of measuring the magnetic field, then you can compare your measurements to the magnetic map and locate yourself with really quite precision. Probably not at this point in time with the same precision that we get from GPS. But under the right conditions, it can be pretty close to that. So that's something that we're pursuing. We're pursuing the magnetometer end of this, the sensor for measuring the magnetic field. And of course, that by itself isn't going to allow you to navigate. You also have to have the magnetic maps, which, by the way, is something that we are looking at helping to improve the magnetic -- the existing magnetic maps of the surface of the earth. Another thing that -- another alternative to GPS that is considered is really a similar kind of concept, but you can imagine using a combination of fixed terminals on the surface of the earth or -- and drones. And those fixed terminals and drones effectively act as a mini GPS system. So the drones are equivalent to the GPS satellites. In a localized area that kind of configuration provides a means of very, very precise localized navigation. So these are just a couple of things that Frequency Electronics is actually involved in terms of alternative navigation. There are, of course, many other things that people talk about. Various detecting radio frequency signals from radio stations and using that. There's inertial navigation and various other things. So I'll just leave it at that for now.

And would -- are you getting any revenue right now? I guess production revenue will be a couple of years out?

Well, yes, we are because the U.S. government is very interested in developing these technologies and their funding development activities -- and so we're getting revenue from those development funds. But we anticipate over the next decade, instead of development revenue, turning that into product-based development product-based revenue, excuse me.

The next question is from [ Sam Nelson ], private investor.

I was just trying to get a better idea of -- with the new contracts, how that award might ultimately flow through the backlog. I think on previous calls, you described how ultimately the impact might be like 10x the initial value that's realized on the backlog. And -- just to clarify, I was wondering if we could look at these new contract awards in a similar way where the initial realized amount of the contract that's falling in backlog -- could we 10x that or what might the impact ultimately be?

Yes. I think without making specific kind of statements, that 10x approximation, I think, is reasonably valid here. It's -- the contribution to backlog depends on the initial funding on these contracts. And yes, so something along those lines. Again, not providing specific guidance.

We have no further questions in the queue. I'd like to turn the floor back to management for any closing remarks.

Okay. Thank you for taking the time to listen and participate in today's earnings call, and we look forward to providing further updates in the coming months. Thank you.

This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.