FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2018 and 2017
1.
Summary of Accounting Policies
Principles of Consolidation
:
The consolidated financial statements include the accounts of Frequency Electronics, Inc. and its wholly-owned subsidiaries (the “Company” or “Registrant”). References to “FEI” are to the parent company alone and do not refer to any of its subsidiaries. The Company is principally engaged in the design, development and manufacture of precision time and frequency control products and components for microwave integrated circuit applications. See Note 14 for information regarding the Company’s business segments: (1) FEI-NY (which includes the subsidiaries FEI Government Systems, Inc., FEI Communications, Inc., Frequency Electronics, Inc. Asia (“FEI-Asia”) and FEI-Elcom Tech, Inc. (“FEI-Elcom”)), and (2) FEI-Zyfer, Inc. (“FEI-Zyfer”). Intercompany accounts and significant intercompany transactions are eliminated in consolidation.
These financial statements have been prepared in conformity with United States generally accepted accounting principles (“U.S. GAAP”) and require management to make estimates and assumptions that affect amounts reported and disclosed in the financial statements and related notes. Actual results could differ from these estimates.
Cash Equivalents:
The Company considers certificates of deposit and other highly liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company places its temporary cash investments with high credit quality financial institutions. Such investments may at times be in excess of the Federal Deposit Insurance Corporation (“FDIC”) and Securities Investor Protection Corporation (“SIPC”) insurance limits. No losses have been experienced on such investments.
Marketable Securities:
Marketable securities consist of investments in common stocks, including exchange-traded funds, corporate debt securities and debt securities of U.S. Government agencies. All marketable securities were held in the custody of two financial institutions at April 30, 2018 and April 30, 2017. Investments in debt and equity securities are categorized as available for sale and are carried at fair value, with unrealized gains and losses excluded from income and recorded directly to stockholders’ equity. The Company recognizes gains or losses when securities are sold using the specific identification method.
Allowance for Doubtful Accounts:
Losses from uncollectible accounts receivable are provided for by utilizing the allowance for doubtful accounts method based upon management’s estimate of uncollectible accounts. Management analyzes accounts receivable and the potential for bad debts, customer concentrations, credit worthiness, current economic trends and changes in customer payment terms when evaluating the amount recorded for the allowance for doubtful accounts.
Property, Plant and Equipment:
Property, plant and equipment are recorded at cost and include interest on funds borrowed to finance construction. Expenditures for renewals and betterments are capitalized; maintenance and repairs are charged to income when incurred. When fixed assets are sold or retired, the cost and related accumulated depreciation and amortization are eliminated from the respective accounts and any gain or loss is credited or charged to income.
If events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, the Company estimates the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the long-lived asset, an impairment loss is recognized. To date, no impairment losses have been recognized.
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
Inventories
:
Inventories, which consist of finished goods, work-in-process, raw materials and components, are accounted for at the lower of cost (specific and average) or net realizable value.
Depreciation and Amortization:
Depreciation of fixed assets is computed on the straight-line method based upon the estimated useful lives of the assets (40 years for buildings and 3 to 10 years for other depreciable assets). Leasehold improvements and equipment acquired under capital leases are amortized on the straight-line method over the shorter of the term of the lease or the useful life of the related asset.
Amortization of identifiable intangible assets is based upon the expected lives of the assets and is recorded at a rate which approximates the Company’s utilization of the assets.
Intangible Assets:
Intangible assets consist of the ISO 9000 certification arising from the acquisition of FEI-Elcom in the assignment of fair value to its acquired assets including intangibles. The certification is valued at fair value and was amortized over the estimated useful life of 3 years from the date of acquisition.
Goodwill:
The Company records goodwill as the excess of purchase price over the fair value of identifiable net assets acquired. Goodwill is tested for impairment on at least an annual basis at year end. When it is determined that the carrying value of goodwill may not be recoverable, the Company writes down the goodwill to an amount commensurate with the revised value of the acquired assets. The Company measures impairment based on revenue projections, recent transactions involving similar businesses and price/revenue multiples at which they were bought and sold, price/revenue multiples of competitors, and the present market value of publicly-traded companies in the Company’s industry. Management has determined that goodwill is not impaired as of April 30, 2018 and 2017.
Revenue and Cost Recognition:
Revenues under larger, long-term contracts, which generally require billings based on achievement of milestones rather than delivery of product, 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. Costs and estimated earnings in excess of billings on uncompleted contracts, net of billings on uncompleted contracts in excess of costs and estimated earnings, are included in current assets.
On production-type orders, revenue is recorded as units are delivered with the related cost of sales recognized on each shipment based upon a percentage of estimated final program costs.
Changes in job performance on long-term and production-type orders may result in revisions to costs and revenue and are recognized in the period in which revisions are determined to be required. Provisions for the full amount of anticipated losses are made in the period in which they become determinable.
For customer orders in the Company’s subsidiaries, and smaller contracts or orders in the other business segments, sales of products and services to customers are reported in operating results upon shipment of the product or performance of the services pursuant to terms of the customer order.
Contract costs include all direct material, direct labor costs, 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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
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.
Program costs for which production-level orders cannot be determined as probable are written down in the period in which that assessment is made.
Comprehensive Loss
:
Comprehensive loss consists of net income and other comprehensive loss. Other comprehensive loss includes changes in unrealized gains or losses, net of tax, on securities available for sale during the year and the effects of foreign currency translation adjustments.
Research and Development Expenses:
The Company engages in research and development (“R&D”) activities to identify new applications for its core technologies, to improve existing products and to improve manufacturing processes to achieve cost reductions and manufacturing efficiencies. R&D costs include direct labor, manufacturing overhead, direct materials and contracted services. Such costs are expensed as incurred. The Company also engages in customer-funded R&D activity. The customer funds received in connection therewith appear in revenues and the associated expenses are included in Costs of revenues and are not included in R&D expenses.
Income Taxes:
The Company recognizes deferred tax liabilities and assets based on the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established and adjusted when necessary to increase or reduce deferred tax assets to the amount expected to be realized.
The Company analyzes its tax positions under accounting standards which prescribe recognition thresholds that must be met before a tax benefit is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. An entity may only recognize or continue to recognize tax positions that meet a “more likely than not” threshold. Interest and penalties recognized on income taxes are recorded as income tax expense.
Earnings Per Share:
Basic earnings per share are computed by dividing net earnings by the weighted average number of shares of common stock outstanding. Diluted earnings per share are computed by dividing net earnings by the sum of the weighted average number of shares of common stock and the if-converted effect of unexercised stock options and stock appreciation rights. Diluted earnings per share are not computed where the if-converted effect of such items would be anti-dilutive.
Fair Values of Financial Instruments:
Cash and cash equivalents, short-term credit obligations, long term debt and cash surrender value are reflected in the accompanying consolidated balance sheets at amounts considered by management to reasonably approximate fair value based upon the nature of the instrument and current market conditions. Management is not aware of any factors that would significantly affect the value of these amounts. The Company also has an investment in a privately-held Russian company, Morion, Inc. (“Morion”). The Company is unable to reasonably estimate a fair value for this investment.
Foreign Operations and Foreign Currency Adjustments:
The Company maintains manufacturing operations in the People’s Republic of China. The Company is vulnerable to currency risks in this country. The local currency is the functional currency of FEI-Asia. No foreign currency gains or losses are recorded on intercompany transactions since they are affected at current rates of exchange. The results of operations of FEI-Asia, when translated into U.S. dollars, reflect the average rates of exchange for the periods presented. The balance sheet of FEI-Asia, except for equity accounts which are translated at historical rates, are translated into U.S. dollars at the rate of exchange in effect on the date of the balance sheet. As a result, similar results in local currency can vary upon translation into U.S. dollars if exchange rates fluctuate significantly from one period to the next.
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
Equity-based Compensation:
The Company values its share-based payment transactions using the Black-Scholes valuation model. Such value is recognized as expense on a straight-line basis over the service period of the awards, which is generally the vesting period, net of estimated forfeitures.
The weighted average fair value of each option or stock appreciation right (“SAR”) has been estimated on the date of grant using the Black-Scholes option pricing model with the following range of weighted average assumptions used for grants:
|
Years ended April 30
|
|
|
2018
|
|
2017
|
|
Expected volatility
|
|
|
35
|
%
|
|
|
35
|
%
|
Dividend yield
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
Risk-free interest rate
|
|
|
1.85
|
%
|
1.85% and 1.14
|
%
|
Expected lives
|
5.0 years
|
|
5.0 years
|
|
The expected life assumption was determined based on the Company’s historical experience as well as the term of recent SAR agreements. The expected volatility assumption was based on the historical volatility of the Company’s common stock. The dividend yield assumption was determined based upon the Company’s past history of dividend payments and the Company’s current decision to suspend payment of dividends. The risk-free interest rate assumption was determined using the implied yield currently available for zero-coupon U.S. Government issues with a remaining term equal to the expected life of the stock options or SARs.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents and trade receivables. The Company maintains accounts at several commercial banks at which the balances exceed FDIC limits. The Company has not experienced any losses on such amounts. Concentration of credit risk with respect to trade receivables is generally diversified due to the large number of entities comprising the Company’s customer base and their dispersion across geographic areas principally within the U. S. The Company routinely addresses the financial strength of its customers and, as a consequence, believes that its receivable credit risk exposure is limited. The Company does not require customers to post collateral.
New Accounting Pronouncements:
In January 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-04,
Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
, which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Under ASU 2017-04 goodwill impairment will be tested by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new guidance must be applied on a prospective basis and is effective for periods beginning after December 15, 2019, with early adoption permitted. The Company will not be adopting ASU 2017-04 early and is in the process of determining the effect that ASU 2017-04 may have, however, the Company expects the new standard to have an immaterial effect on its financial statements.
In August 2016, the FASB issued ASU 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
which clarifies how certain cash receipts and payments should be presented in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017 and early adoption is permitted. The update is not expected to have a material impact on the financial statements when it becomes effective in the first quarter of fiscal year 2019.
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
In June 2016, the FASB issued ASU 2016-13,
Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
which replaces the incurred loss impairment methodology in current generally accepted accounting principles U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The new guidance is effective for fiscal years beginning after December 15, 2019. The Company is evaluating the effect, if any, the update will have on the financial statements when adopted in fiscal year 2021.
In March 2016, the FASB amended the existing accounting standards for stock-based compensation, ASU 2016-09,
Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
. The amendments impact several aspects of accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance requires a mix of prospective, modified retrospective, and retrospective transition to all annual and interim periods presented and is effective for the Company in the next fiscal year. The Company has not determined the full impact of implementation of this standard, however the Company is determining if the stock options offered would require any type of transition under the new pronouncement and expects that, when adopted beginning in fiscal 2019, the new standard will have an immaterial effect on the Company’s financials.
In February 2016, the FASB issued ASU No. 2016-02
Leases (Topic 842
). The objective of the update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The standard requires a modified retrospective transition approach for existing leases. The amendments of ASU 2016-02 are effective for fiscal years beginning after December 31, 2018 and early adoption is permitted. The Company does not intend to adopt this update early and is currently re-evaluating the impact of this standard on our consolidated financial statements, due to the new lease amendment dated July 25, 2018, for our company headquarters in New York, when adopted beginning in fiscal 2020.
In July 2015, the FASB issued ASU 2015-11,
Inventory
(Topic 330): Simplifying the Measurement of Inventory
which changes the measurement principle for inventory from the lower of cost or market to the lower of cost or net realizable value. ASU 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The new guidance must be applied on a prospective basis and is effective for periods beginning after December 15, 2016, with early adoption permitted. The Company adopted this standard May 1, 2017 with no impact on the reported amounts of assets, liabilities or net loss.
In May 2014, the FASB issued ASU No. 2014-09
, Revenue from Contracts with Customers (Topic 606)
. ASU 2014-09 eliminates most of the existing industry-specific revenue recognition guidance and significantly expands related disclosures. The required disclosures will include both quantitative and qualitative information about the amount, timing and uncertainty of revenue from contracts with customers and the significant judgments used. Entities can retrospectively apply ASU 2014-09 or use an alternative transition method. In July 2015, the FASB approved a one-year deferral of the effective date of ASU 2014-09. This ASU is effective for public companies for annual reporting periods beginning on or after December 15, 2017. On May 1, 2018 the first quarter of fiscal 2019, the Company is required to adopt ASU 2014-19. The Company has decided it will adopt it using the modified-retrospective method, which will result in a cumulative-effect adjustment as of the date of adoption, to accumulated deficit. A significant portion of our business that is not being accounted for presently as percentage of completion is from contracts where the end customer is the U.S. Government. For these production-type order contracts under which revenue recognition is currently as units are delivered, revenue will be recognized over time from the inception of the contract as part of the adoption of this ASU. As a result, the Company will begin recognizing revenue earlier under these contracts. The Company estimates that there will be an increase of approximately $800,000 as an opening adjustment to Accumulated Deficit and costs and estimated earning in excess of billings on uncompleted contracts upon adoption of this pronouncement.
2.
Discontinued Operations
In December 2016, the Company entered into a contingent share purchase agreement with certain foreign parties with respect to a potential sale of Gillam, the Company’s Belgian subsidiary. However, these parties did not perform their obligations under that agreement, and the Company continued to negotiate with others with respect to a potential sale. Subsequently, in April 2017, the Company decided to sell its Gillam business in any event as soon as practicable. Accordingly, the Company determined that the assets and liabilities of this reportable segment met the discontinued operations criteria in U.S. GAAP in the quarter ended April 30, 2017. On April 26, 2018, the Company sold Gillam to a European entity, in a stock purchase agreement, for $1 million in cash received on April 27, 2018, and a note receivable payable in three years for $1 million. The loss recorded due to the sale of Gillam was approximately $359,000. The calculation of the loss was the carrying amount of the investment on FEI-NY’s books less the retained earnings and remaining equity amounts of Gillam reduced by the cash and note received. As such Gillam’s results have been classified as discontinued operations in the accompanying Consolidated Statements of Operations and Comprehensive Loss.
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
Summarized operating results for the Gillam discontinued operations for the years ended April 30, 2018 and 2017, respectively, were as follows (in thousands):
|
|
For the years ended April 30,
|
|
|
|
2018
|
|
|
2017
|
|
Revenues
|
|
$
|
4,694
|
|
|
$
|
5,985
|
|
Cost of revenues
|
|
|
3,314
|
|
|
|
4,407
|
|
Gross profit
|
|
|
1,380
|
|
|
|
1,578
|
|
Selling and administrative expenses
|
|
|
1,902
|
|
|
|
1,714
|
|
Research and development expenses
|
|
|
436
|
|
|
|
408
|
|
Operating Loss
|
|
|
(958
|
)
|
|
|
(544
|
)
|
Other income (expense):
|
|
|
|
|
|
|
|
|
Investment loss
|
|
|
-
|
|
|
|
(3
|
)
|
Other income (expense), net
|
|
|
(9
|
)
|
|
|
-
|
|
Loss before provision for income taxes
|
|
|
(967
|
)
|
|
|
(547
|
)
|
Provision for income taxes
|
|
|
-
|
|
|
|
650
|
|
Net (loss) income
|
|
|
(967
|
)
|
|
|
103
|
|
Net loss from sale of discontinued operations
|
|
|
(359
|
)
|
|
|
-
|
|
Total net (loss) income from discontinued operations
|
|
$
|
(1,326
|
)
|
|
$
|
103
|
|
The carrying amounts of assets and liabilities for the Gillam discontinued operations for the years ended April 30, 2018 and 2017, respectively, were as follows (in thousands):
|
|
April 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
-
|
|
|
$
|
575
|
|
Accounts receivable, net of allowance for doubtful accounts
|
|
|
-
|
|
|
|
3,202
|
|
Inventories, net
|
|
|
-
|
|
|
|
3,980
|
|
Prepaid expenses and other
|
|
|
-
|
|
|
|
408
|
|
Total current assets of discontinued operations
|
|
$
|
-
|
|
|
$
|
8,165
|
|
Property, plant and equipment, at cost, net of accumulated depreciation and amortization
|
|
$
|
-
|
|
|
$
|
555
|
|
Investments
|
|
|
-
|
|
|
|
14
|
|
Deferred taxes – non-current
|
|
|
-
|
|
|
|
-
|
|
Total non-current assets of discontinued operations
|
|
$
|
-
|
|
|
$
|
569
|
|
|
|
|
|
|
|
|
|
|
Accounts payable – trade
|
|
$
|
-
|
|
|
$
|
949
|
|
Accrued liabilities
|
|
|
-
|
|
|
|
1,300
|
|
Total current liabilities of discontinued operations
|
|
|
-
|
|
|
|
2,249
|
|
Deferred rent and other liabilities
|
|
|
-
|
|
|
|
1,215
|
|
Total non-current liabilities of discontinued operations
|
|
$
|
-
|
|
|
$
|
1,215
|
|
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
3.
Earnings Per Share
Reconciliations of the weighted average shares outstanding for basic and diluted Earnings Per Share for the years ended April 30, 2018 and 2017, respectively, were as follows (in thousands):
|
|
Years ended April 30,
|
|
|
|
2018
|
|
|
2017
|
|
Basic EPS Shares outstanding (weighted average)
|
|
|
8,841,166
|
|
|
|
8,787,082
|
|
Effect of Dilutive Securities
|
|
|
**
|
|
|
|
**
|
|
Diluted EPS Shares outstanding
|
|
|
8,841,166
|
|
|
|
8,787,082
|
|
** For the years ended April 30, 2018 and 2017, dilutive securities are excluded since the inclusion of such shares would be antidilutive due to the net loss for the period. The exercisable shares excluded for 2018 and 2017 are 1,259,500 and 1,280,625, respectively. The effect of dilutive securities for 2018 and 2017 would have been 127,536 and 192,523, respectively.
4.
Costs and Estimated Earnings in Excess of Billings
At April 30, 2018 and 2017, costs and estimated earnings in excess of billings, net, consisted of the following:
|
|
2018
|
|
|
2017
|
|
|
|
(in thousands)
|
|
Costs and estimated earnings in excess of billings
|
|
$
|
5,266
|
|
|
$
|
8,890
|
|
Billings in excess of costs and estimated earnings
|
|
|
(172
|
)
|
|
|
(926
|
)
|
Net asset
|
|
$
|
5,094
|
|
|
$
|
7,964
|
|
Such amounts represent revenue recognized on long-term contracts that had not been billed at the balance sheet dates or represent a liability for amounts billed in excess of the revenue recognized. Amounts are billed to customers pursuant to contract terms. In general, the recorded amounts will be billed and collected or revenue recognized within twelve months of the balance sheet date. Revenue on these long-term contracts is accounted for on the percentage of completion basis. During the years ended April 30, 2018 and 2017, revenue recognized under percentage of completion contracts was approximately $16.7 million and $26.4 million, respectively. If contract losses are anticipated, costs and estimated earnings in excess of billings are reduced for the full amount of such losses when they are determinable. There were no contract losses for the fiscal year ended April 30, 2018. Total contract losses at April 30, 2017 were approximately $300,000.
5.
Inventories
Inventories at April 30, 2018 and 2017, respectively, consisted of the following (in thousands):
|
|
2018
|
|
|
2017
|
|
Raw Materials and Component Parts
|
|
$
|
16,206
|
|
|
$
|
17,702
|
|
Work in Progress
|
|
|
8,216
|
|
|
|
7,340
|
|
Finished Goods
|
|
|
1,764
|
|
|
|
4,009
|
|
|
|
$
|
26,186
|
|
|
$
|
29,051
|
|
As of April 30, 2018, and 2017, approximately $25.2 million and $28.2 million, respectively, of total inventory was located in the U.S. and $1.0 million and $0.8 million, respectively, was located in China. For the year ended April 30, 2018, the Company recorded a non-cash write-down of approximately $5.6 million of inventory. Inventory write-down resulted from two principal factors; (1) adoption by satellite manufacturers of policies precluding the use of parts and components over ten years old. This policy was unanticipated and resulted in reduced likelihood of FEI being able to use inventory that exceeds that threshold, and (2) changing technology associated with the advanced analog-to-digital converters which enables direct synthesis of certain frequencies for which FEI previously provided frequency conversion technology, reducing the likelihood that some parts and components associated with frequency conversion will be usable. For the year ended April 30, 2017, the Company recorded a non-cash write-down of approximately $5 million of inventory relating to wire-line copper-based synchronization products in the FEI-Zyfer segment. Additionally, in fiscal 2017 the Company recorded $2 million of inventory adjustments in the FEI-NY segment.
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
6.
Property, Plant and Equipment and Leases
Property, plant and equipment at April 30, 2018 and 2017, consisted of the following (in thousands):
|
|
2018
|
|
|
2017
|
|
Buildings and building improvements
|
|
$
|
2,790
|
|
|
$
|
2,646
|
|
Machinery, equipment and furniture
|
|
|
57,503
|
|
|
|
56,435
|
|
|
|
|
60,293
|
|
|
|
59,081
|
|
Less, accumulated depreciation
|
|
|
(46,166
|
)
|
|
|
(44,268
|
)
|
|
|
$
|
14,127
|
|
|
$
|
14,813
|
|
Depreciation and amortization expense for the years ended April 30, 2018 and 2017 was $2,466,000 and $2,610,000, respectively.
Maintenance and repairs charged to operations for the years ended April 30, 2018 and 2017 was approximately $466,000 and $675,000, respectively.
The Company leases its Long Island, New York headquarters building at an annual rent of $800,000 following the Company’s exercise of its option to renew the lease for a second 5-year period. The lease will end in January 2019. On July 25, 2018, the Company signed an amendment to the lease which extends the current lease terms ten years and eight months through September 30, 2029. Under the terms of the lease, the Company is required to pay its proportionate share of real estate taxes, insurance and other charges.
In addition, the Company’s subsidiaries in New Jersey, China, and California lease their office and manufacturing facilities. On February 1, 2018, FEI-Elcom entered into a new lease agreement in New Jersey for office and manufacturing space encompassing approximately 9,000 square feet. The monthly rent is $9,673 through the end of the lease which expires in January 31, 2021. The lease for the FEI-Asia facility in China is for a six-month term with monthly rent of $1,000 through August 2018. FEI-Zyfer has signed a second amendment to its lease in California, which extends the lease an additional 88 months, beginning October 1, 2017 and expiring January 31, 2025. The average annual rent over the period of the amendment is approximately $312,000. FEI-Zyfer leases office and manufacturing space encompassing 27,850 square feet.
Rent expense under operating leases for the years ended April 30, 2018 and 2017 was approximately $1.7 million and $1.6 million, respectively. The Company records rent expense on its New York building and FEI-Zyfer facility on the straight-line method over the lives of the respective leases. As a result, as of April 30, 2018 and 2017, the Company’s balance sheet included deferred rent payable of approximately $110,000 and $99,000, respectively, which will be recognized over the respective rental periods.
Future non-cancelable minimum lease payments required by the operating leases for the years ended April 30 were as follows (in thousands):
Years ending
|
|
|
|
|
April 30,
|
|
Operating Leases
|
|
2019
|
|
$
|
1,249
|
|
2020
|
|
|
1,490
|
|
2021
|
|
|
1,521
|
|
2022
|
|
|
1,436
|
|
2023
|
|
|
1,469
|
|
Thereafter
|
|
|
8,357
|
|
Total future minimum lease payments
|
|
$
|
15,522
|
|
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
7.
Marketable Securities
The cost, gross unrealized gains, gross unrealized losses and fair market value of available-for-sale securities at April 30, 2018 and 2017, respectively, were as follows (in thousands):
|
|
April 30, 2018
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Fair
|
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Market
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
Fixed income securities
|
|
$
|
6,274
|
|
|
$
|
10
|
|
|
$
|
(135
|
)
|
|
$
|
6,149
|
|
Equity securities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
$
|
6,274
|
|
|
$
|
10
|
|
|
$
|
(135
|
)
|
|
$
|
6,149
|
|
|
|
April 30, 2017
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Fair
|
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Market
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
Fixed income securities
|
|
$
|
1,516
|
|
|
$
|
60
|
|
|
$
|
-
|
|
|
$
|
1,576
|
|
Equity securities
|
|
|
5,230
|
|
|
|
1,248
|
|
|
|
(239
|
)
|
|
|
6,239
|
|
|
|
$
|
6,746
|
|
|
$
|
1,308
|
|
|
$
|
(239
|
)
|
|
$
|
7,815
|
|
The following table presents the fair value and unrealized losses, aggregated by investment type and length of time that individual securities have been in a continuous unrealized loss position:
|
|
Less than 12 months
|
|
|
12 Months or more
|
|
|
Total
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
April 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Income Securities
|
|
$
|
5,334
|
|
|
$
|
(135
|
)
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
5,334
|
|
|
$
|
(135
|
)
|
Equity Securities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
$
|
5,334
|
|
|
$
|
(135
|
)
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
5,334
|
|
|
$
|
(135
|
)
|
April 30, 201
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Income Securities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Equity Securities
|
|
|
219
|
|
|
|
(9
|
)
|
|
|
1,024
|
|
|
|
(230
|
)
|
|
|
1,243
|
|
|
|
(239
|
)
|
|
|
$
|
219
|
|
|
$
|
(9
|
)
|
|
$
|
1,024
|
|
|
$
|
(230
|
)
|
|
$
|
1,243
|
|
|
$
|
(239
|
)
|
The Company regularly reviews its investment portfolio to identify and evaluate investments that have indications of possible impairment. The Company does not believe that its investments in marketable securities with unrealized losses at April 30, 2018 were other-than-temporary due to market volatility of the security’s fair value, analysts’ expectations and the Company’s ability to hold the securities for a period of time sufficient to allow for any anticipated recoveries in market value.
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
Proceeds from the sale or redemption of available-for-sale securities and the resulting gross realized gains and losses included in the determination of net loss for the years ended April 30, 2018 and 2017, respectively, were as follows (in thousands):
|
|
For the years ended April 30,
|
|
|
|
2018
|
|
|
2017
|
|
Proceeds
|
|
$
|
6,477
|
|
|
$
|
4,397
|
|
Gross realized gains
|
|
$
|
1,317
|
|
|
$
|
156
|
|
Gross realized losses
|
|
$
|
(270
|
)
|
|
$
|
(184
|
)
|
Maturities of fixed income securities classified as available-for-sale at April 30, 2018 were as follows (at cost, in thousands):
Current
|
|
$
|
450
|
|
Due after one year through five years
|
|
|
2,214
|
|
Due after five years through ten years
|
|
|
3,610
|
|
|
|
$
|
6,274
|
|
The fair value accounting framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).
The three levels of the fair value hierarchy are described below:
|
Level 1
|
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
|
|
Level 2
|
Inputs to the valuation methodology include:
|
- Quoted prices for similar assets or liabilities in active markets;
- Quoted prices for identical or similar assets or liabilities in inactive markets
- Inputs other than quoted prices that are observable for the asset or liability;
- Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
Level 3
|
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. All of the Company’s investments in marketable securities are Level 1 assets.
8.
Debt Obligations
On January 30, 2017, the Company repaid the principal balance due on its credit facility, dated June 6, 2013, with JPMorgan Chase Bank, N.A. Subsequently, the Company voluntarily terminated this credit facility with JPMorgan Chase Bank, N.A to reduce the fees and expenses associated with maintaining that facility. The Company did not incur any early termination fees associated with its voluntary termination of this credit facility. If, in the future, the Company determines that it would be beneficial to have a credit facility in place, the Company believes that alternative facilities are available. As of April 30, 2018, the Company had available credit at variable terms based on its securities holdings under an advisory arrangement, under which no borrowings have been made.
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
9.
Accrued Liabilities
Accrued liabilities at April 30, 2018 and 2017, respectively, consisted of the following (in thousands):
|
|
2018
|
|
|
2017
|
|
Vacation and other compensation
|
|
$
|
1,433
|
|
|
$
|
1,467
|
|
Incentive compensation
|
|
|
411
|
|
|
|
265
|
|
Payroll taxes
|
|
|
113
|
|
|
|
128
|
|
Deferred revenue
|
|
|
68
|
|
|
|
232
|
|
Warranty reserve
|
|
|
520
|
|
|
|
557
|
|
Commissions
|
|
|
307
|
|
|
|
234
|
|
Other
|
|
|
564
|
|
|
|
542
|
|
|
|
$
|
3,416
|
|
|
$
|
3,425
|
|
10.
Investment in Morion, Inc.
The Company has an investment in Morion a privately-held Russian company, which manufactures high precision quartz resonators and crystal oscillators. The Company’s investment consists of 4.6% of Morion’s outstanding shares, accordingly, the Company accounts for its investment in Morion on the cost basis. This investment is included in other assets in the accompanying balance sheets. During the fiscal years ended April 30, 2018 and 2017, the Company acquired product from Morion in the aggregate amount of approximately $446,000 and $317,000, respectively, and the Company sold product to Morion in the aggregate amount of approximately $203,000 and $10,000, respectively. At April 30, 2018, there was no accounts receivable balance due from Morion and $85,000 was payable to Morion. During the fiscal years 2018 and 2017, the Company received dividends from Morion of approximately $85,000 and $249,000, respectively.
On October 22, 2012, the Company entered into an agreement to license its rubidium oscillator production technology to Morion. The agreement required the Company to sell certain fully-depreciated production equipment previously owned by the Company and to provide training to Morion employees to enable Morion to produce a minimum of 5,000 rubidium oscillators per year. Morion will pay the Company approximately $2.7 million for the license and the equipment plus 5% royalties on third party sales for a 5-year period following an initial production run. During the same 5-year period, the Company commits to purchase from Morion a minimum of approximately $400,000 worth of rubidium oscillators per year although Morion is not obligated to sell that amount to the Company. During the fiscal year ended April 30, 2016, sales to Morion included $375,000 for product and training services under this agreement. Per the amended agreement, the balance of $1 million for the transfer of the license will be due once the United States Department of State (“State Department”) approves the removal of certain provisions of the original agreement. The State Department has approved the technology transfer called for under the agreement.
On March 29, 2016, the Company renegotiated the $1 million amendment under the original agreement dated October 22, 2012 to $602,000 due to the U.S. Government easing of export regulations. Of this amount $392,500 was billed and paid during FY 2016 and the balance of $210,000 was billed during FY 2017 and was subsequently collected. During the fiscal year ended April 30, 2018 and 2017, sales to Morion include $203,000 and $10,000, respectively, under this agreement.
Morion operates as a subsidiary of Gazprombank, a state-owned Russian bank. On July 16, 2014, after the Company’s investment in Morion, Gazprombank became subject to the U.S. Department of Treasury’s prohibition against U.S. persons from providing it with new financing.
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
11.
Employee Benefit Plans
Profit Sharing Plan:
The Company provides its U.S.-based employees with a profit sharing plan and trust under section 401(k) of the Internal Revenue Code. This plan allows all eligible employees to defer a portion of their income through voluntary contributions to the plan. In accordance with the provisions of the plan, the Company can make discretionary matching contributions in the form of cash or common stock. For the years ended April 30, 2018 and 2017, the Company contributed 46,628 and 47,839 shares of common stock, respectively. The approximate value of these shares at the date of contribution was $433,000 in fiscal year 2018 and $493,000 in fiscal year 2017. Contributed shares are drawn from the Company’s common stock held in treasury and are removed at the Company’s original cost of acquisition of such shares on a specific identification basis. In addition to changes in the treasury stock accounts, during fiscal years 2018 and 2017, such transactions increased additional paid in capital by $219,000 and $274,000, respectively. As of April 30, 2018, the plan held a total of 665,656 shares, which are allocated to the accounts of the individual participants.
Income Incentive Pool:
The Company maintains incentive bonus programs for certain employees which are based on operating profits of the individual subsidiaries to which the employees are assigned. The Company also adopted a plan for the President and Chief Executive Officer of the Company, which formula is based on consolidated pre-tax profits. Under these plans, the Company charged approximately $0 and $272,000 to selling and administrative expenses for the fiscal years ended April 30, 2018 and 2017, respectively.
Employee Stock Plans:
The Company has various stock plans, some of which have been approved by the Company’s stockholders, for key management employees, including officers and directors who are employees, certain consultants and independent members of the Board of Directors. The plans are Nonqualified Stock Options (“NQSO”) plans, Incentive Stock Option (“ISO”) plans and SARS. Under these plans, options or SARS are granted at the discretion of the Stock Option Committee at an exercise price not less than the fair market value of the Company’s common stock on the date of grant.
Typically, options and SARS vest over a four-year period from the date of grant. The options and SARS generally expire ten years after the date of grant (the most recent SAR award expires in five years) and are subject to certain restrictions on transferability of the shares obtained on exercise. Under the Company’s 2005 Stock Award Plan (“Plan”) the Company provided option holders the opportunity to exercise stock options either by paying the exercise price for the shares or to do a cashless exercise whereby the individual receives the net number of shares of stock equal in value to the exercised number of shares times the difference between the current market value of the Company’s stock and the exercise price. Under the Plan, instruments granted under other plans which expire, are canceled, or are tendered in the exercise of such instruments, increase the shares available under the Plan.
As of April 30, 2018, eligible employees and directors have been granted SARS representing approximately 2,222,000 shares of Company stock, of which approximately 1,488,000 shares are outstanding and approximately 1,260,000 shares with a weighted average exercise price of $8.55 are exercisable. As of April 30, 2017, eligible employees and directors have been granted SARS representing approximately 2,197,000 shares of Company stock, of which approximately 1,635,000 shares are outstanding and approximately 1,281,000 shares with a weighted average exercise price of $8.35 are exercisable. When the SARS become exercisable, the Company will settle the SARS by issuing to exercising recipients the number of shares of stock equal to the appreciated value of the Company’s stock between the grant date and exercise date. At the time of exercise, the quantity of shares under the SARS grant equal to the exercise value divided by the then market value of the shares will be returned to the pool of available shares for future grant under the Plan. During the year ended April 30, 2018, employees exercised SARS representing 3,500 shares of Company stock and received 861 shares of Company stock. The 2,639 share difference was returned to the pool of available shares and may be used for future grants. During the year ended April 30, 2017, employees exercised SARS representing 35,500 shares of Company stock and received 15,273 shares of Company stock. The 20,227 share difference was returned to the pool of available shares and may be used for future grants.
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
The excess of the consideration received over the par value of the common stock or cost of treasury stock issued under both types of option plans is recognized as an increase in additional paid-in capital.
The following table summarizes information about stock option and SARs activity for the years ended April 30:
|
|
Stock Options and Stock Appreciation Rights
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
Contractual
|
|
Aggregate
|
|
|
|
Shares
|
|
|
Exercise Price
|
|
Term
|
|
Intrinsic Value
|
|
Outstanding – April 30, 2016
|
|
|
1,652,625
|
|
|
$
|
9.05
|
|
5.1 years
|
|
|
|
|
Granted
|
|
|
175,000
|
|
|
|
10.65
|
|
|
|
|
|
|
Exercised
|
|
|
(35,500
|
)
|
|
|
6.02
|
|
|
|
$
|
158,920
|
|
Expired or Canceled
|
|
|
(157,000
|
)
|
|
|
12.02
|
|
|
|
|
|
|
Outstanding – April 30, 2017
|
|
|
1,635,125
|
|
|
$
|
9.00
|
|
4.3 years
|
|
$
|
-
|
|
Granted
|
|
|
25,000
|
|
|
|
8.06
|
|
|
|
|
|
|
Exercised
|
|
|
(3,500
|
)
|
|
|
6.92
|
|
|
|
|
6,645
|
|
Expired or Canceled
|
|
|
(168,625
|
)
|
|
|
9.54
|
|
|
|
|
|
|
Outstanding – April 30, 2018
|
|
|
1,488,000
|
|
|
$
|
8.93
|
|
3.7 years
|
|
$
|
1,462,713
|
|
Exercisable
|
|
|
1,259,500
|
|
|
$
|
8.55
|
|
3.7 years
|
|
$
|
1,443,963
|
|
Available for future grants
|
|
|
164,827
|
|
|
|
|
|
|
|
|
|
|
As of April 30, 2018, total unrecognized compensation cost related to non-vested options and SARs under the plans was approximately $642,000. These costs are expected to be recognized over a weighted average period of 2.0 years.
During the years ended April 30, 2018 and 2017, 151,000 and 159,500 shares, respectively, vested, the fair value of which was approximately $628,000 and $694,000, respectively. The weighted average grant date fair value of SARs granted during the years ended April 30, 2018 and 2017, were approximately $2.71 and $3.48, respectively.
Stock-based compensation costs capitalized as part of work in process inventory or included in the cost of sales of programs on which the Company recognizes revenue under the percentage of completion method were approximately $168,000 and $229,000 for the years ended April 30, 2018 and 2017, respectively. Selling and administrative expenses included stock-based compensation expense of approximately $275,000 and $424,000 for the years ended April 30, 2018 and 2017, respectively.
The Company classifies cash flows resulting from the tax benefits from tax deductions recognized upon the exercise of stock options or SARS (tax benefits) as financing cash flows. The Company did not recognize any tax benefits from the exercise of stock options and SARS for the fiscal year 2018. For the year ended April 30, 2017, the Company realized $26,000 of tax benefits from the exercise of stock options and SARS.
Restricted Stock Plan and Other Issuances:
During fiscal year 1990, the Company adopted a Restricted Stock Plan which provided that key management employees could be granted rights to purchase an aggregate of 375,000 shares of the Company’s common stock. The grants, transferability restrictions and purchase price were determined at the discretion of a special committee of the board of directors. The purchase price could not be less than the par value of the common stock. Transferability of shares is restricted for a four-year period, except in the event of a change in control as defined. As a result of the adoption by the Company’s stockholders of the 2005 Stock Award Plan, the Restricted Stock Plan was discontinued. No additional grants will be made under this plan. As of April 30, 2018, and 2017, grants for 7,500 shares are available to be purchased at a price of $4.00 per share.
During the years ended April 30, 2018 and 2017 the Company issued 2,850 shares and 850 shares, respectively, to select employees for milestone years of service to the Company. These shares are for common stock and are fully vested at time of issuance.
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
Deferred Compensation Agreements:
The Company has a series of agreements with key employees providing for the payment of benefits upon retirement or death. Under these agreements, each key employee receives specified retirement payments for the remainder of the employee’s life with a minimum payment of ten years’ benefits to either the employee or his beneficiaries. The agreements also provide for lump sum payments upon termination of employment without cause and reduced benefits upon early retirement. The Company pays the benefits out of its working capital but has also purchased whole life or term life insurance policies on the lives of certain of the participants to cover the optional lump sum obligations of the agreements upon the death of the participant. Deferred compensation expense charged to selling and administrative expenses during the years ended April 30, 2018 and 2017 was approximately $909,000 and $2,029,000, respectively.
Life Insurance Policies and Cash Held in Trust:
The whole-life insurance policies on the lives of certain participants covered by deferred compensation agreements have been placed in a trust. Upon the death of any insured participant, cash received from life insurance policies in excess of the Company’s deferred compensation obligations to the estate or beneficiaries of the deceased, are also placed in the trust. These assets belong to the Company until a change of control event, as defined in the trust agreement, should occur. At that time, the Company is required to add sufficient cash to the trust so as to match the deferred compensation liability described above. Such funds will be used to continue the deferred compensation arrangements following a change of control.
12.
Income Taxes
On December 22, 2017, the legislation commonly known as the Tax Cuts and Jobs Act (the “TCJA” or the “Act”) was enacted into law. The Act makes comprehensive changes to the U.S. tax code, including, but not limited to: (1) reducing the U.S. federal corporate tax rate from 35% to 21%; (2) changing rules related to uses and limitations of net operating loss carry-forwards created in tax years beginning after December 31, 2017 as well as the repeal of the current carryback provisions for net operating losses arising in tax years ending after December 31, 2017; (3) immediate full expensing of certain qualified property; (4) creating a new limitation on deductible interest expense; (5) eliminating the corporate alternative minimum tax; (6) repeal of the deduction for income attributable to domestic production activities; and (7) changes in the manner in which international operations are taxed in the U.S. including a mandatory one-time transition tax on the accumulated untaxed earnings of foreign subsidiaries of U.S. shareholders.
In response to the TCJA, the U.S. Securities and Exchange Commission (“SEC”) staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of TCJA. The purpose of SAB 118 was to address any uncertainty or diversity of view in applying ASC Topic 740, Income Taxes in the reporting period in which the TCJA was enacted. SAB 118 addresses situations where the accounting is incomplete for certain income tax effects of the TJCA upon issuance of a company’s financial statements for the reporting period which include the enactment date. SAB 118 allows for a provisional amount to be recorded if it is a reasonable estimate of the impact of the TCJA. Additionally, SAB 118 allows for a measurement period to finalize the impacts of the TCJA, not to extend beyond one year from the date of enactment.
Although the majority of the changes resulting from the Act are effective for tax years beginning in 2018, U.S. GAAP requires that certain impacts of the Act be recognized in the income tax provision in the period of enactment. During the three months ended January 31, 2018, we revalued our deferred tax assets at the lower federal corporate tax rate of 21%, which resulted in a provisional noncash charge to income tax expense. of approximately $5.3 million. For fiscal taxpayers, the rate change is administratively effective at the beginning of the Company’s fiscal year, using a blended rate for the annual period. As such, the Company’s blended U.S. statutory tax rate for fiscal 2018 is 29.73%. Our deferred tax assets, inclusive of the fiscal 2018 tax loss, would be realized in future years at the lower corporate tax rate of 21%. As of April 30, 2018, we have a full valuation allowance against our net U.S. deferred tax assets.
The TCJA introduced a mandatory deemed repatriation tax on the earnings of foreign corporations that were not previously subject to U.S. income tax. In accordance with the guidelines provided by the Act, we aggregated untaxed earnings and profits and calculated a provisional one-time transition income tax liability of $0. With the sale of Gillam and the election to treat FEI-Asia as a disregarded entity for U.S. tax purposes, the Company is not subject to the Global Intangible Low Tax Income (“GILTI”) provision provided for by the Act in tax years beginning after December 31, 2017.
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
While the Company is able to make a reasonable estimate of the impact of the reduction in the corporate rate and transition tax, the provisional amounts may change due to a variety of factors, including, among other things, (i) anticipated guidance from the U.S. Department of Treasury about implementing the TCJA, (ii) potential additional guidance from the SEC or the FASB related to the TCJA, and (iii) the Company’s further assessment of the TCJA and related regulatory guidance. The Company is not complete in its assessment of the impact of the TCJA on its income tax accounts and financial statements.
The income before provision (benefit) for income taxes consisted of (in thousands):
|
|
Year Ended April 30,
|
|
|
|
2018
|
|
|
2017
|
|
U.S.
|
|
$
|
(10,785
|
)
|
|
$
|
(6,625
|
)
|
Foreign
|
|
|
(490
|
)
|
|
|
(414
|
)
|
|
|
$
|
(11,275
|
)
|
|
$
|
(7,039
|
)
|
The provision (benefit) for income taxes consists of the following (in thousands):
|
|
2018
|
|
|
2017
|
|
Current:
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(869
|
)
|
|
$
|
(677
|
)
|
Foreign
|
|
|
-
|
|
|
|
-
|
|
State
|
|
|
(124
|
)
|
|
|
(84
|
)
|
Current provision
|
|
|
(993
|
)
|
|
|
(761
|
)
|
Deferred:
|
|
|
|
|
|
|
|
|
Federal
|
|
|
10,702
|
|
|
|
(1,861
|
)
|
Foreign
|
|
|
267
|
|
|
|
-
|
|
State
|
|
|
1,200
|
|
|
|
507
|
|
Deferred tax (benefit)
|
|
|
12,169
|
|
|
|
(1,354
|
)
|
|
|
|
|
|
|
|
|
|
Total provision (benefit)
|
|
$
|
11,176
|
|
|
$
|
(2,115
|
)
|
The following table reconciles the reported income tax expense (benefit) with the amount computed using the federal statutory income tax rate (in thousands):
|
|
2018
|
|
|
2017
|
|
Statutory rate
|
|
$
|
(3,352
|
)
|
|
$
|
(2,394
|
)
|
State and local tax
|
|
|
(352
|
)
|
|
|
(317
|
)
|
Valuation allowance on deferred tax assets
|
|
|
9,393
|
|
|
|
260
|
|
Effect of foreign operations
|
|
|
606
|
|
|
|
21
|
|
Nondeductible expenses
|
|
|
1
|
|
|
|
36
|
|
Worthless securities
|
|
|
-
|
|
|
|
(1,543
|
)
|
Uncertain tax positions
|
|
|
(388
|
)
|
|
|
1,511
|
|
Domestic production activities deduction
|
|
|
-
|
|
|
|
66
|
|
Nontaxable life insurance cash value increase
|
|
|
(111
|
)
|
|
|
(135
|
)
|
Tax credits
|
|
|
(163
|
)
|
|
|
(203
|
)
|
Change in tax rate
|
|
|
5,323
|
|
|
|
477
|
|
Stock-based compensation
|
|
|
271
|
|
|
|
-
|
|
Other items
|
|
|
(52
|
)
|
|
|
106
|
|
|
|
$
|
11,176
|
|
|
$
|
(2,115
|
)
|
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
The components of deferred taxes are as follows (in thousands):
|
|
2018
|
|
|
2017
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Employee benefits
|
|
$
|
5,078
|
|
|
$
|
7,590
|
|
Inventory
|
|
|
1,129
|
|
|
|
4,220
|
|
Accounts receivable
|
|
|
213
|
|
|
|
360
|
|
Tax credits
|
|
|
1,213
|
|
|
|
1,040
|
|
Foreign subsidiary – outside basis
|
|
|
-
|
|
|
|
2,710
|
|
Other assets
|
|
|
139
|
|
|
|
152
|
|
Capital Loss carry-forward
|
|
|
1,385
|
|
|
|
-
|
|
Net operating loss carry-forwards
|
|
|
6,451
|
|
|
|
1,710
|
|
Total deferred tax asset
|
|
|
15,608
|
|
|
|
17,782
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Marketable securities
|
|
|
-
|
|
|
|
(410
|
)
|
Property, plant and equipment
|
|
|
(1,639
|
)
|
|
|
(1,710
|
)
|
Other liabilities
|
|
|
(821
|
)
|
|
|
(60
|
)
|
Deferred state income tax
|
|
|
(727
|
)
|
|
|
(410
|
)
|
Net deferred tax asset
|
|
|
12,421
|
|
|
|
15,192
|
|
Valuation allowance
|
|
|
(12,688
|
)
|
|
|
(3,290
|
)
|
Net deferred tax (liability) asset
|
|
$
|
(267
|
)
|
|
$
|
11,902
|
|
The components of the deferred tax asset were as follows (in thousands):
|
|
2018
|
|
|
2017
|
|
Gross deferred assets
|
|
$
|
12,421
|
|
|
$
|
15,196
|
|
Valuation allowance
|
|
|
(12,688
|
)
|
|
|
(3,294
|
)
|
Net deferred tax (liability) asset
|
|
$
|
(267
|
)
|
|
$
|
11,902
|
|
As of April 30, 2018, the net deferred tax liability of $267 is included in other liabilities in the consolidated balance sheet.
In assessing the realizability of deferred tax assets, the Company considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will be realized. A valuation allowance, if needed, reduces the deferred tax assets to the amounts expected to be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating loss carry-forwards can be utilized. We assess all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized. This evidence includes, but is not limited to, prior earnings history, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income. Significant weight is given to positive and negative evidence that is objectively verifiable.
As of April 30, 2018, we are in a three-year cumulative loss position which is considered to be a significant piece of negative evidence that is objectively verifiable. We also considered and weighed positive evidence including our existing backlog and how the backlog might enhance future earnings. However, because the accounting guidance for income taxes considers a projection of future earnings inherently subjective, it does not carry significant weight to overcome the objectively verifiable evidence of cumulative losses in recent years. Based on the weighting of all available evidence, both positive and negative evidence, most notably the three-year cumulative loss and declining sales during the fourth quarter which led to the recognition of a $5.6 million inventory impairment charge and additional losses, we determined that it was appropriate to establish a full valuation allowance against our U.S. net deferred tax assets during the quarter ended April 30, 2018. Although recognition of the valuation allowance for our net deferred tax assets is a non-cash charge to income tax expense of approximately $9.6 million, it did have a negative impact on net loss for the quarter and fiscal year ended April 30, 2018. If these estimates and assumptions change in the future, the Company may be required to reduce its existing valuation allowance resulting in less income tax expense. The Company evaluates the likelihood of realizing its deferred tax assets quarterly.
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
For the year ended April 30, 2018, the valuation allowance increased by approximately $9.4 million. The valuation allowance increased by $9.6 million for the establishment of a full valuation allowance against our U.S. net deferred tax assets, adjusted by the U.S. federal corporate rate reduction for the enactment of the Act, and current year U.S. losses not benefited offset by a release of a $0.2 million valuation allowance recorded against Asia net operating loss carry-forward.
As of April 30, 2018, the Company had U.S. federal net operating losses of $24.5 million of which $4.4 million begins to expire in Fiscal 2023 through 2031, if not utilized, and are subject to annual limitation under IRC Section 382. The remaining U.S. federal net operating losses of $20.1 million have an indefinite carry-forward period. As of April 30, 2018, FEI-Asia had available net operating loss carry-forwards of $2.0 million which begin to expire in 2018 through 2023. The U.S. federal capital loss carry-forward of $9.2 million expires in 2023. The Company also has state net operating loss carry-forward, R&D tax credits, and state tax credits that expire in various years and amounts.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits, is as follows (in thousands):
|
|
2018
|
|
|
2017
|
|
Balance at the beginning of the fiscal year
|
|
$
|
1,626
|
|
|
$
|
-
|
|
Additions based on positions taken in the current year
|
|
|
-
|
|
|
|
1,323
|
|
Additions based on positions taken in prior years
|
|
|
-
|
|
|
|
303
|
|
Decreases based on positions taken in prior years
|
|
|
(304
|
)
|
|
|
-
|
|
Lapse in statute of limitations
|
|
|
(58
|
)
|
|
|
-
|
|
Balance at the end of the fiscal year
|
|
$
|
1,264
|
|
|
$
|
1,626
|
|
The entire amount reflected in the table above at April 30, 2018, if recognized, would reduce our effective tax rate. As of April 30, 2018, and 2017, the Company had $10,201 and $21,404, respectively, accrued for the payment of interest and penalties. For the fiscal years ended April 30, 2018 and 2017, the Company recognized interest and penalties of $3,039 and $21,404, respectively. Although it is difficult to predict or estimate the change in the Company’s unrecognized tax benefits over the next twelve months, the Company believes that it is reasonably possible that decreases in unrecognized tax benefits of up to $0.1 million may be recognized during the next twelve months.
The Company is subject to taxation in the U.S. federal, various state and local jurisdictions, and foreign jurisdictions. The Company is no longer subject to examination of its federal income tax returns by the Internal Revenue Service for fiscal years 2016 and 2014 and prior. During fiscal 2018, the Company closed an Internal Revenue Service examination of its fiscal 2016 tax return with no change to the tax liability reported. The Company is no longer subject to examination by the taxing authorities in its foreign jurisdictions for fiscal 2014 and prior. Net operating losses and tax attributes generated by domestic and foreign entities in closed years and utilized in open years are subject to adjustment by the tax authorities.
13.
Segment Information
The Company operates under two reportable segments based on the geographic locations of its subsidiaries:
(1)
|
FEI-NY – operates out of New York and its operations consist principally of precision time and frequency control products used in three principal markets- communication satellites (both commercial and U.S. Government-funded); terrestrial cellular telephone or other ground-based telecommunication stations; and other components and systems for the U.S. military.
|
(2)
|
FEI-Zyfer – operates out of California and its products incorporate Global Positioning System (GPS) technologies into systems and subsystems for secure communications, both government and commercial, and other locator applications. This segment also provides sales and support for the Company’s wireline telecommunications family of products, including US5G, which are sold in the U. S. market.
|
The FEI-NY segment also includes the operations of the Company’s wholly-owned subsidiaries, FEI-Elcom and FEI-Asia. FEI-Asia functions as a manufacturing facility for the FEI-NY segment with historically minimal sales to outside customers. Beginning in late fiscal year 2014, FEI-Asia began shipping higher volumes of product to third parties as a contract manufacturer. FEI-Elcom, in addition to its own product line, provides design and technical support for the FEI-NY segment’s satellite business.
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
The Company measures segment performance based on total revenues and profits generated by each geographic location rather than on the specific types of customers or end-users. Consequently, the Company determined that the segments indicated above most appropriately reflect the way the Company’s management views the business.
The accounting policies of the two segments are the same as those described in the “Summary of Significant Accounting Policies.” The Company evaluates the performance of its segments and allocates resources to them based on operating profit which is defined as income before investment income, interest expense and taxes. All acquired assets, including intangible assets, are included in the assets of both reporting segments.
The table below presents information about reported segments for each of the years ended April 30, 2018 and 2017, respectively, with reconciliation of segment amounts to consolidated amounts as reported in the statement of operations or the balance sheet for each of the years (in thousands):
|
|
2018
|
|
|
2017
|
|
Net revenues:
|
|
|
|
|
|
|
|
|
FEI-NY
|
|
$
|
26,936
|
|
|
$
|
39,486
|
|
FEI-Zyfer
|
|
|
15,272
|
|
|
|
14,853
|
|
Less intersegment revenues
|
|
|
(2,801
|
)
|
|
|
(3,988
|
)
|
Consolidated revenues
|
|
$
|
39,407
|
|
|
$
|
50,351
|
|
Operating profit (loss):
|
|
|
|
|
|
|
|
|
FEI-NY
|
|
$
|
(15,097
|
)
|
|
$
|
(3,093
|
)
|
FEI-Zyfer
|
|
|
3,164
|
|
|
|
(2,937
|
)
|
Corporate
|
|
|
(462
|
)
|
|
|
(1,495
|
)
|
Consolidated operating loss
|
|
$
|
(12,395
|
)
|
|
$
|
(7,525
|
)
|
|
|
2018
|
|
|
2017
|
|
Identifiable assets:
|
|
|
|
|
|
|
|
|
FEI-NY (approximately $1.7 in China in 2018 and 2017, respectively)
|
|
$
|
55,181
|
|
|
$
|
64,828
|
|
FEI-Zyfer
|
|
|
8,168
|
|
|
|
10,427
|
|
less intersegment receivables
|
|
|
(11,888
|
)
|
|
|
(11,992
|
)
|
Corporate
|
|
|
32,123
|
|
|
|
50,056
|
|
Consolidated identifiable assets
|
|
$
|
83,584
|
|
|
$
|
113,319
|
|
Depreciation and amortization (allocated):
|
|
|
|
|
|
|
|
|
FEI-NY
|
|
$
|
2,355
|
|
|
$
|
2,471
|
|
FEI-Zyfer
|
|
|
114
|
|
|
|
152
|
|
Corporate
|
|
|
15
|
|
|
|
15
|
|
Consolidated depreciation and amortization expense
|
|
$
|
2,484
|
|
|
$
|
2,638
|
|
Major Customers
The Company’s products are sold to both commercial and governmental customers. For the years ended April 30, 2018 and 2017, approximately 74% and 59% respectively, of the Company’s sales were made under contracts to the U.S. Government or subcontracts for U.S. Government end-use.
In fiscal year 2018, sales to three customers of the FEI-NY segment accounted for more than 10% of that segment’s sales. One of these customers also exceeded 10% of the Company’s consolidated revenues. In the FEI-Zyfer segment, two customers accounted for more than 10% of that segment’s sales.
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
In fiscal year 2017, sales to three customers of the FEI-NY segment accounted for more than 10% of that segment’s sales. Two of these customers also exceeded 10% of the Company’s consolidated revenues. In the FEI-Zyfer segment, one customer accounted for more than 10% of that segment’s sales and also exceeded 10% of the Company’s consolidated revenues.
The loss by the Company of any one of these customers would have a material adverse effect on the Company’s business. The Company believes its relationship with these customers to be mutually satisfactory. Sales to the major customers referenced above can include commercial and governmental end users.
Foreign Sales
Revenues in each of the Company’s segments include sales to foreign governments or to companies located in foreign countries. Revenues, based on the location of the procurement entity and excluding intersegment sales, were derived from the following countries:
|
|
(in thousands)
|
|
|
|
2018
|
|
|
2017
|
|
Belgium
|
|
$
|
64
|
|
|
$
|
167
|
|
France
|
|
|
154
|
|
|
|
508
|
|
China
|
|
|
512
|
|
|
|
1,052
|
|
Israel
|
|
|
7
|
|
|
|
110
|
|
Russia
|
|
|
302
|
|
|
|
168
|
|
Germany
|
|
|
143
|
|
|
|
5
|
|
Italy
|
|
|
110
|
|
|
|
1,059
|
|
South Korea
|
|
|
314
|
|
|
|
912
|
|
Singapore
|
|
|
376
|
|
|
|
23
|
|
Other
|
|
|
462
|
|
|
|
496
|
|
|
|
$
|
2,444
|
|
|
$
|
4,500
|
|
14.
Product Warranties
The Company generally provides its customers with a one-year warranty regarding the manufactured quality and functionality of its products. For some limited products, the warranty period has been extended. The Company establishes warranty reserves based on its product history, current information on repair costs and annual sales levels. As of April 30, 2018, and 2017, respectively, changes in the carrying amount of accrued product warranty costs were as follows (in thousands):
|
|
Year Ended April 30,
|
|
|
|
2018
|
|
|
2017
|
|
Balance at beginning of year
|
|
$
|
557
|
|
|
$
|
557
|
|
Warranty costs incurred
|
|
|
(40
|
)
|
|
|
(159
|
)
|
Product warranty accrual
|
|
|
3
|
|
|
|
159
|
|
Balance at end of year
|
|
$
|
520
|
|
|
$
|
557
|
|
FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
April 30, 2018 and 2017
15.
Other Comprehensive Income (Loss)
Changes in Accumulated Other Comprehensive Income (Loss) (“AOCI”) by component and reclassifications from AOCI to Other income (expense), net, for the years ended April 30, 2018 and 2017, respectively, were as follows (in thousands):
|
|
Change in
|
|
|
Foreign
|
|
|
|
|
|
|
|
Market Value
|
|
|
Currency
|
|
|
|
|
|
|
|
of Marketable
|
|
|
Translation
|
|
|
|
|
|
|
|
Securities
|
|
|
Adjustment
|
|
|
Total
|
|
Balance April 30, 2016, net of taxes
|
|
|
|
|
|
$
|
812
|
|
|
$
|
1,152
|
|
|
$
|
1,964
|
|
Items of other comprehensive income (loss)
before reclassification, pretax
|
|
|
|
|
|
|
534
|
|
|
|
(38
|
)
|
|
|
496
|
|
Tax effect
|
|
|
|
|
|
|
(182
|
)
|
|
|
-
|
|
|
|
(182
|
)
|
Items of other comprehensive income (loss)
before reclassification, net of taxes
|
|
|
|
|
|
|
352
|
|
|
|
(38
|
)
|
|
|
314
|
|
Reclassification adjustments, pretax **
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax effect
|
|
|
(25
|
)
|
|
|
3
|
|
|
|
-
|
|
|
|
3
|
|
Total other comprehensive income (loss), net of taxes
|
|
|
|
|
|
|
355
|
|
|
|
(38
|
)
|
|
|
317
|
|
Balance April 30, 2017, net of taxes
|
|
|
|
|
|
|
1,167
|
|
|
|
1,114
|
|
|
|
2,281
|
|
Items of other comprehensive income (loss)
before reclassification, pretax
|
|
|
|
|
|
|
(147
|
)
|
|
|
1,488
|
|
|
|
1,341
|
|
Tax effect
|
|
|
|
|
|
|
(360
|
)
|
|
|
-
|
|
|
|
(360
|
)
|
Items of other comprehensive income (loss)
before reclassification, net of taxes
|
|
|
|
|
|
|
(507
|
)
|
|
|
1,488
|
|
|
|
981
|
|
Reclassification adjustments, pretax **
|
|
|
(1,047
|
)
|
|
|
|
|
|
|
(3,392
|
)
|
|
|
(3,392
|
)
|
Tax effect
|
|
|
262
|
|
|
|
(785
|
)
|
|
|
-
|
|
|
|
(785
|
)
|
Total other comprehensive income (loss), net of taxes
|
|
|
|
|
|
|
(1,292
|
)
|
|
|
(1,904
|
)
|
|
|
(3,196
|
)
|
Balance April 30, 2018, net of taxes
|
|
|
|
|
|
$
|
(125
|
)
|
|
$
|
(790
|
)
|
|
$
|
(915
|
)
|
**The reclassification adjustments represent net realized gains on the sale or redemption of available-for-sale marketable securities that were reclassified from AOCI to Other income (expense), net.