1 unchanged sentence
Frequency Electronics, Inc.
−Removed: (sometimes referred to as “Registrant”, “FEI”, “Frequency Electronics” or the “Company”) is a world leader in precision time and frequency generation technology, which is incorporated into commercial and Government Satellites, Command, Control, Communication, Computer, Intelligence, Surveillance and Reconnaissance (“C4ISR”), and Electronic Warfare (“EW”) systems.
+Added: (sometimes referred to as “Registrant”, “Frequency Electronics” or the “Company”) is a world leader in precision time and frequency generation technology, which is incorporated into commercial and Government Satellites, Command, Control, Communication, Computer, Intelligence, Surveillance and Reconnaissance (“C4ISR”), and Electronic Warfare (“EW”) systems.
Its technology is used for a wide range of space and non-space applications.
45 unchanged sentences
The Company’s relationship with Morion, which includes ownership of 4.6% of the outstanding shares of Morion’s common stock, permits the Company to secure a cost-effective source for high precision quartz resonators and crystal oscillators.
−Removed: Until April 30, 2022, the Morion investment was accounted for under the cost method.
+Added: The Morion investment was accounted for under the cost method.
Due to the current Russian-Ukraine conflict and resulting sanctions, the future status of FEI’s equity investment in Morion is uncertain.
7 unchanged sentences
Consequently, the Company determined that the segments indicated above appropriately reflect the way the Company’s management views the business.
−Removed: The FEI-NY segment, which operates out of the Company’s Long Island, New York headquarters facility, also includes the operations of the Company’s wholly-owned subsidiary, FEI-Elcom.
−Removed: FEI-Elcom, in addition to its own product line, provides design and technical support for the FEI-NY segment’s business.
+Added: The FEI-NY segment, which includes the parent company, FEI, and operates out of the Company’s Long Island, New York headquarters facility, also includes the operations of the Company’s wholly-owned subsidiary, FEI-Elcom.
+Added: FEI-Elcom, in addition to its own product line, provides design and technical support for FEI’s business.
The products manufactured by the FEI-NY segment are principally marketed to the commercial and U.S.
1 unchanged sentence
Department of Defense (“DOD”) customers and to wireless communications network providers.
−Removed: The FEI-Zyfer segment, which operates out of California, designs and manufactures products which incorporate GPS technologies and high-precision clocks designed and manufactured at FEI-NY.
+Added: The FEI-Zyfer segment, which operates out of California, designs and manufactures products which incorporate GPS technologies and high-precision clocks designed and manufactured at FEI.
FEI-Zyfer sells its products to both commercial and U.S.
−Removed: Government customers and collaborates with FEI-NY on joint product development activities.
+Added: Government customers and collaborates with FEI on joint product development activities.
During fiscal years 2024 and 2023, approximately 73% and 79%, respectively, of the Company’s consolidated revenues were from products sold by the FEI-NY segment.
4 unchanged sentences
For segment information, see Note 14 to the Consolidated Financial Statements.
+Added: The Company’s sales on U.S.
+Added: Government programs for both space and non-space applications are generally made under fixed price or cost-plus contracts either directly with U.S.
+Added: Government agencies or indirectly through subcontracts intended for U.S.
+Added: Government end-use.
+Added: For fixed-price contracts, the price paid to the Company is not subject to adjustment by reason of costs incurred by the Company in the performance of the contract, except for costs incurred due to contract changes ordered by the customer.
+Added: These contracts are negotiated on terms under which the Company bears the risk of cost overruns and derives the benefit from cost savings.
+Added: Cost-plus contracts reimburse the Company for the actual costs incurred in performance of the contract requirements.
+Added: As indicated above, many of the programs and platforms for which the Company supplies products and systems are used by the U.S.
+Added: Government for maintaining secure communications world-wide, for obtaining vital intelligence and for enabling precision targeting capabilities.
+Added: It is the belief of management that the future success of the mission of the U.S.
+Added: military and intelligence community is dependent on successful and timely deployment of these systems.
+Added: Thus, the Company anticipates that adequate funds will be provided by the U.S.
+Added: Government to ensure that the programs are completed.
+Added: However, the Company’s experience indicates that programs and/or product sales can be delayed or canceled due to variations associated with periodic U.S.
+Added: Government appropriations cycles and shifting priorities.
+Added: Government canceled or delayed, even temporarily, programs and/or purchases involving Company products, the Company’s business could suffer a material adverse effect.
+Added: Negotiations on U.S.
+Added: Government contracts are sometimes based in part on Certificates of Current Costs.
+Added: An inaccuracy in such certificates may entitle the U.S.
+Added: Government to an appropriate recovery.
+Added: The Company’s accounts with respect to these contracts are subject to audit by the Defense Contract Audit Agency (“DCAA”).
+Added: The Company’s last full incurred cost audit was performed in 2008.
+Added: The Company is required to submit, for subsequent review, an Incurred Cost Report by October 31, for each year then ended.
+Added: All such required reports have been filed with no adverse comments to date.
+Added: Frequency Electronics has a DCAA audited and approved accounting system, which enables the Company to enter into contracts directly with U.S.
+Added: Government agencies that require government certified accounting systems.
+Added: Government end-use contracts are subject to termination by the purchaser for convenience or default, as well as various other Federal Acquisition Regulations provisions.
+Added: In the event of a termination for convenience, the Company is entitled to receive compensation as provided under the specific terms of such contracts.
+Added: There were three end-use contracts terminated during the fiscal year ended April 30, 2024.
FEI-NY Segment:
30 unchanged sentences
These instruments and components are mission critical for many applications in the EW market, including SATCOM communication, surveillance, intelligence collection (SIGINT, COMINT, MASINT, and ELINT) and threat simulation systems.
−Removed: The Company’s sales on U.S.
−Removed: Government programs for both space and non-space applications are generally made under fixed price or cost-plus contracts either directly with U.S.
−Removed: Government agencies or indirectly through subcontracts intended for U.S.
−Removed: Government end-use.
−Removed: For fixed-price contracts, the price paid to the Company is not subject to adjustment by reason of costs incurred by the Company in the performance of the contract, except for costs incurred due to contract changes ordered by the customer.
−Removed: These contracts are negotiated on terms under which the Company bears the risk of cost overruns and derives the benefit from cost savings.
−Removed: Cost-plus contracts reimburse the Company for the actual costs incurred in performance of the contract requirements.
−Removed: As indicated above, many of the programs and platforms for which the Company supplies products and systems, are used by the U.S.
−Removed: Government for maintaining secure communications world-wide, for obtaining vital intelligence and for enabling precision targeting capabilities.
−Removed: It is the belief of management that the future success of the mission of the U.S.
−Removed: military and intelligence community is dependent on successful and timely deployment of these systems.
−Removed: Thus, the Company anticipates that adequate funds will be provided by the U.S.
−Removed: Government to ensure that the programs are completed.
−Removed: However, the Company’s experience indicates that programs and/or product sales can be delayed or canceled due to variations associated with periodic U.S.
−Removed: Government appropriations cycles and shifting priorities.
−Removed: Government canceled or delayed, even temporarily, programs and/or purchases involving Company products, the Company’s business could suffer a material adverse effect.
−Removed: Negotiations on U.S.
−Removed: Government contracts are sometimes based in part on Certificates of Current Costs.
−Removed: An inaccuracy in such certificates may entitle the U.S.
−Removed: Government to an appropriate recovery.
−Removed: The Company’s accounts with respect to these contracts are subject to audit by the Defense Contract Audit Agency (“DCAA”).
−Removed: The Company’s last full incurred cost audit was performed in 2008.
−Removed: The Company is required to submit, for subsequent review, an Incurred Cost Report by October 31, for each year then ended.
−Removed: All such required reports have been filed with no adverse comments to date.
−Removed: FEI has a DCAA audited and approved accounting system, which enables the Company to enter into contracts directly with U.S.
−Removed: Government agencies that require government certified accounting systems.
−Removed: Government end-use contracts are subject to termination by the purchaser for convenience or default, as well as various other Federal Acquisition Regulations provisions.
−Removed: In the event of a termination for convenience, the Company is entitled to receive compensation as provided under the specific terms of such contracts.
−Removed: There were no end-use contracts terminated for the fiscal year ended April 30, 2023.
FEI-Zyfer Segment:
9 unchanged sentences
Approximately 70% of the current backlog is expected to be filled during the Company’s fiscal year ending April 30, 2025.
−Removed: As of April 30, 2023, there were no amounts included in backlog under cost-plus fixed-fee contracts that had not been funded.
+Added: As of April 30, 2024, there were no amounts included in backlog under cost-plus or fixed-fee contracts that had not been funded.
The Company excludes from backlog those contracts or awards for which it has not received authorization to proceed.
12 unchanged sentences
During fiscal year 2024, Lockheed Martin Corporation (“Lockheed Martin”), Northrop Grumman Company (“Northrop Grumman”), Office of Naval Research and BAE Systems each accounted for more than 10% of the Company’s consolidated revenues.
−Removed: During fiscal year 2022, Northrop Grumman, Lockheed Martin, and BAE Systems each accounted for more than 10% of the Company’s consolidated revenues.
+Added: During fiscal year 2023, Lockheed Martin, Northrop Grumman, Office of Naval Research and BAE Systems each accounted for more than 10% of the Company’s consolidated revenues.
The loss by the Company of any one of these customers could have a material adverse effect on the Company’s business.
9 unchanged sentences
Where supply chain issues have been encountered, the Company has responded by changing the source of supply or redesigning products and replacing unavailable parts and materials with alternates wherever possible.
−Removed: FEI is dependent on a limited number of suppliers for space qualified parts.
+Added: FEI-NY is dependent on a limited number of suppliers for space qualified parts.
If these suppliers were unable to deliver in reasonable time frames, then the prompt qualification of alternate suppliers may not be feasible or cost effective.
35 unchanged sentences
No employees are represented by labor unions.
−Removed: Relationships with employees are favorable as reflected in high retention rates and increasing average length of service.
+Added: We believe our relationships with our employees are favorable as reflected in high retention rates and increasing average length of service.
Due to low turnover of employees, the average age of the workforce is increasing with time.
Depending on growth in total employment and the average age of newly hired employees, replacement of key technical staff may be an issue in the future due to increased retirement.
−Removed: Employee health and safety is a top priority.
−Removed: The Company has provided all employees with detailed health and safety literature on COVID-19 and had implemented work from home policies at all locations for a period of time at the beginning of the pandemic for positions that were conducive to work from home in order to minimalize risk to the manufacturing staff that continued to work in the Company’s facilities.
−Removed: The Company has since returned to essentially normal operations.
OTHER ASPECTS
13 unchanged sentences
McClelland’s title was modified to Senior Vice President and Chief Scientist.
−Removed: On July 8, 2022, Dr.
−Removed: McClelland was appointed the Company’s Interim President and Chief Executive Officer, in addition to his existing positions and responsibilities with the Company, following the resignation of the Company’s former President and Chief Executive Officer, on July 8, 2022.
+Added: In July 2022, Dr.
+Added: McClelland was appointed the Company’s Interim President and Chief Executive Officer, in addition to his existing positions and responsibilities with the Company, following the resignation of the Company’s former President and Chief Executive Officer.
On January 17, 2023, Dr.
6 unchanged sentences
Bernstein, age 59, joined the Company in April 2010 as its Controller and was appointed to the position of Chief Financial Officer in April 2016.
−Removed: Effective January 1, 2019, Mr.
+Added: In January 2019, Mr.
Bernstein was also appointed as Secretary and Treasurer of the Company, in addition to his role as Chief Financial Officer.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.