-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, NCmmO+dyT5FuGU7MG9Rf9M7n9UcUIvKGqk2+vGpO0mY/kko2FCRfETGA5t0mpejF 5L8Sjr2u9LrA9eEQUUjNAA== 0000047035-95-000004.txt : 19950602 0000047035-95-000004.hdr.sgml : 19950602 ACCESSION NUMBER: 0000047035-95-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950129 FILED AS OF DATE: 19950314 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HERLEY INDUSTRIES INC /NEW CENTRAL INDEX KEY: 0000047035 STANDARD INDUSTRIAL CLASSIFICATION: 3679 IRS NUMBER: 232413500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-05411 FILM NUMBER: 95520518 BUSINESS ADDRESS: STREET 1: 10 INDUSTRY DR CITY: LANCASTER STATE: PA ZIP: 17603 BUSINESS PHONE: 7173972777 MAIL ADDRESS: STREET 1: 10 INDUSTRY DRIVE CITY: LANCASTER STATE: PA ZIP: 17603 FORMER COMPANY: FORMER CONFORMED NAME: HERLEY MICROWAVE SYSTEMS INC DATE OF NAME CHANGE: 19900510 FORMER COMPANY: FORMER CONFORMED NAME: HERLEY INDUSTRIES INC DATE OF NAME CHANGE: 19831103 10-Q 1 LIVE 10-Q FILING SECOND QUARTER ENDED JANUARY 29, 1995 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended January 29, 1995 Commission File Number 0-5411 HERLEY INDUSTRIES, INC. ----------------------------------------------------- (Exact Name of Registrant as specified in its Charter) DELAWARE #23-2413500 - -------------------------------- ------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 10 Industry Drive, Lancaster, Pennsylvania 17603 - ------------------------------------------- --------------- (Address of Principal Executive Offices) (Zip Code) (717) 397-2777 - ----------------------------------------------------------------- (Registrant's Telephone Number, including Area Code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. March 13, 1995 3,615,815 - --------------------------- ------------------- (Date) (Number of Shares) 2 HERLEY INDUSTRIES, INC AND SUBSIDIARIES INDEX TO FORM 10-Q -------------------------- For the Quarter Ended January 29, 1995 PART I - FINANCIAL INFORMATION PAGE Item 1 - Financial Statements: Consolidated Balance Sheets - January 29, 1995 and January 30, 1994 3-4 Consolidated Statements of Operations - For the thirteen and twenty-six weeks ended January 29, 1995 and January 30, 1994 5-6 Consolidated Statements of Cash Flows - For the thirteen and twenty-six weeks ended January 29, 1995 and January 30, 1994 7-8 Notes to Consolidated Financial Statements 9 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 12 PART II - OTHER INFORMATION 14 Signatures 16 Computation of per share earnings 17 3 HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS January 29, 1995 July 31, 1994 (Unaudited) (Audited) ----------- --------- ASSETS Current Assets: Cash and cash equivalents $ 368,946 $ 539,729 Accounts receivable 3,190,392 4,940,304 Other receivables 155,582 300,037 Inventories 8,910,562 9,938,190 Prepaid expenses and other 363,860 252,666 ---------- ---------- Total Current Assets 12,989,342 15,970,926 Property, Plant and Equipment, net 14,700,021 15,542,245 Intangibles, net of amortization 4,988,386 5,124,436 Available-for-sale Securities 5,583,758 11,895,084 Other Investments 3,727,506 3,727,506 Note Receivable - 1,000,000 Deferred Income Taxes 1,209,091 860,211 Other Assets 472,329 492,257 ---------- ---------- $ 43,670,433 $ 54,612,665 ========== ========== The accompanying notes are an integral part of these financial statements. 4 HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) January 29, 1995 July 31, 1994 (Unaudited) (Audited) ----------- --------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 390,997 $ 552,311 Accounts payable and accrued expenses 4,707,184 6,489,039 Reserve for contract losses 325,000 500,000 Advance payments on contracts 1,517,601 2,513,705 Income taxes payable 63,787 162,543 ---------- ---------- Total Current Liabilities 7,004,569 10,217,598 Long-term Debt 9,482,867 14,822,834 Deferred Income Taxes 1,384,928 1,291,095 ---------- ---------- 17,872,364 26,331,527 ---------- ---------- Commitments and Contingencies Shareholders' Equity: Common stock, $.10 par value; authorized 10,000,000 shares; issued 3,615,815 at January 29, 1995 and 4,278,189 at July 31 1994. 361,582 427,819 Additional paid-in capital 15,301,806 17,989,374 Retained earnings 10,213,209 10,510,682 ---------- ---------- 25,876,597 28,927,875 Less: Unrealized loss on available-for-sale securities 78,528 201,117 Treasury stock at cost - 445,620 ---------- ---------- Total Shareholders' Equity 25,798,069 28,281,138 ---------- ---------- $ 43,670,433 $ 54,612,665 ========== ========== The accompanying notes are an integral part of these financial statements. 5 HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Thirteen weeks ended -------------------- January 29, 1995 January 30, 1994 ---------------- ---------------- Net sales $ 5,505,361 $ 7,638,727 ---------- ---------- Cost and expenses: Cost of products sold 4,325,642 4,513,317 Selling and administrative expenses 1,557,201 2,246,325 ---------- ---------- 5,882,843 6,759,642 ---------- ---------- Operating income (loss) (377,482) 879,085 ---------- ---------- Other income (expense): Gain (loss)on sale of marketable securities (339,098) 37,087 Dividend and interest income 230,600 209,635 Other income - 66,394 Interest expense (236,576) (314,709) ---------- ---------- (345,074) (1,593) ---------- ---------- Income (loss) before income taxes (722,556) 877,492 Provision for income taxes (241,000) 230,000 ---------- ---------- Net income (loss) $ (481,556) $ 647,492 ========== ========== Earnings (loss) per common and common equivalent share $(0.12) $ 0.15 ===== ===== Weighted average number of common and common equivalent shares outstanding 3,886,040 4,333,574 ========= ========= The accompanying notes are an integral part of these financial statements. 6 HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Twenty-six weeks ended ---------------------- January 29, 1995 January 30, 1994 ---------------- ---------------- Net sales $ 11,803,970 $ 15,441,885 ---------- ---------- Cost and expenses: Cost of products sold 8,967,330 9,899,646 Selling and administrative expenses 2,785,295 3,899,187 ---------- ---------- 11,752,625 13,798,833 ---------- ---------- Operating income 51,345 1,643,052 ---------- ---------- Other income (expense): Gain (loss) on sale of marketable securities (529,726) 116,091 Dividend and interest income 468,334 415,251 Other income - 139,641 Interest expense (523,426) (626,258) ---------- ---------- (584,818) 44,725 ---------- ---------- Income (loss) before income taxes (533,473) 1,687,777 Provision for income taxes (236,000) 404,000 ---------- ---------- Net income (loss) $ (297,473) $ 1,283,777 ========== =========== Earnings (loss) per common and common equivalent share $(0.07) $ 0.30 ===== ===== Weighted average number of common and common equivalent shares outstanding 4,030,864 4,338,607 ========= ========= The accompanying notes are an integral part of these financial statements. 7 HERLEY INDUSTRIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Twenty-six weeks ended ---------------------- January 29, 1995 January 30, 1994 ---------------- ---------------- Cash flows from operating activities: Net income (loss) $ (297,473) $ 1,283,777 ---------- --------- Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 1,050,418 1,156,833 (Gain)loss on sale of marketable securities 601,448 (116,091) Decrease (increase) in deferred tax assets (348,880) 27,131 Increase (decrease) in deferred tax liabilities 93,833 (33,342) Recovery of unrealized loss on securities 122,589 60,610 Changes in operating assets and liabilities: Decrease (increase) in accounts receivable 1,749,912 (1,345,286) Decrease in notes receivable 1,000,000 - Decrease in other receivables 144,455 148,628 Decrease (increase) in inventories 1,027,628 (37,633) Decrease (increase) in prepaid expenses (111,194) 819,317 (Decrease) in accounts payable and accrued expenses (1,679,042) (1,885,640) (Decrease) in losses on contracts (175,000) (1,183,159) (Decrease) in advance payments on contracts (996,104) (16,388) Increase (decrease) in income taxes payable (98,756) 106,813 Other, net 3,385 13,170 --------- --------- Total adjustments 2,384,692 (2,285,037) --------- --------- Net cash provided by (used in) operating activities 2,087,219 (1,001,260) --------- --------- The accompanying notes are an integral part of these financial statements. 8 HERLEY INDUSTRIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED) Twenty-six weeks ended ---------------------- January 29, 1995 January 30, 1994 ---------------- ---------------- Cash flows from investing activities: Purchase of available-for-sale securities (17,502,419) (16,680,447) Proceeds from sale of available-for-sale securities 23,212,297 16,242,391 Capital expenditures (55,601) (240,186) ---------- ---------- Net cash provided by (used in) investing activities 5,654,277 (678,242) ---------- ---------- Cash flows from financing activities: Borrowing under bank line of credit 1,813,392 3,458,579 Proceeds from exercise of stock options - 92,820 Payments under lines of credit (7,314,673) (1,581,444) Purchase of treasury stock (2,410,998) - ---------- ---------- Net cash provided by (used in) financing activities (7,912,279) 1,969,955 --------- ---------- Net increase (decrease) in cash and cash equivalents (170,783) 290,453 Cash and cash equivalents at beginning of period 539,729 595,715 --------- ---------- Cash and cash equivalents at end of period $ 368,946 $ 886,168 ========== ========== The accompanying notes are an integral part of these financial statements. 9 HERLEY INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED) - -------------------------------------------------------- Note 1. The consolidated financial statements include the accounts of Herley Industries, Inc. and its subsidiaries, all of which are wholly-owned. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Company, the accompanying consolidated financial statements reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly the results of operations and cash flows for the periods presented. These financial statements (except for the balance sheet presented at July 31, 1994) are unaudited and have not been reported on by independent public accountants. Results of operations for interim periods are not necessarily indicative of the results of operations for a full year due to external factors which are beyond the control of the Company. Note 2. Inventories at January 29, 1995 and July 31, 1994 are summarized as follows: January 29, 1995 July 31, 1994 ---------------- -------------- Purchased parts and raw materials $ 4,721,628 $ 5,412,767 Work in process 4,123,770 4,324,393 Finished products 65,164 201,030 ---------- --------- $ 8,910,562 $ 9,938,190 ========== ========= Note 3. In May 1993 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115, "Accounting for certain Investments in Debt and Equity Securities." The Company adopted the provisions of the new standard for investments held as of or acquired after August 1, 1994. Adoption of this statement did not have a material effect on the financial statements of the Company. Management determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Marketable equity securities and debt securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale 10 securities are carried at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of shareholders' equity. Realized gains and losses and declines in value judged to be other-than- temporary are included in other income (expense). The cost of securities sold is based on the specific identification method. Interest and dividends on securities are included in other income (expense). The following is a summary of available-for-sale securities: Available-for-Sale Securities ------------------------------------------------ Gross Gross Estimated Unrealized Unrealized Fair Cost Gains Losses Value ---------- ---------- ---------- ------------ January 29, 1995 ---------------- Government bonds $ 4,519,287 $ 6,926 $ 124,068 $ 4,402,145 Municipal bonds 24,512 - 1,840 22,672 Other 1,154,849 - - 1,154,849 ---------- ------ ------- ---------- Total debt securities 5,698,648 6,926 125,908 5,579,666 Equity securities 4,092 - - 4,092 ---------- ------ ------- ---------- $ 5,702,740 $ 6,926 $ 125,908 $ 5,583,758 ========== ====== ======= ========== July 31, 1994 ------------- Government bonds $ 6,086,532 $ 20,384 $ 68,528 $ 6,038,388 Municipal bonds 4,646,008 - 247,943 4,398,065 Other 1,327,978 - - 1,327,978 ---------- ------ ------- ---------- Total debt securities 12,060,518 20,384 316,471 11,764,431 Equity securities 107,404 23,249 - 130,653 ---------- ------ ------- ---------- $ 12,167,922 $ 43,633 $ 316,471 $ 11,895,084 ========== ====== ======= ========== In December 1994, the Company decided to liquidate $6,000,000 of its long-term investments and used the proceeds to pay down a portion of its long-term bank debt. Note 4. The Company has a revolving credit facility with a bank, secured by its portfolio of marketable securities, that provides for the extension of credit in the aggregate principal amount of $12,000,000. The facility requires the payment of interest only on a monthly basis and payment of the outstanding 11 principal balance on January 31, 1997. Interest is set daily at 1% over the bank s earliest daily rate quoted for Federal Funds applied to outstanding balances up to 80% of the net equity value of certain investments and at the bank's National Commercial Rate for outstanding balances in excess of this limit. In addition, the agreement provides for a fee of 1/8 of 1% of the unused availability under the facility payable quarterly. Borrowing of $5,650,000 were outstanding at January 29, 1995. Interest at the Federal Funds rate plus 1% (6.5%) was applied to $4,458,000 of the outstanding balance, and at the National Commercial Rate of 8.5% on the excess. The agreement contains various financial covenants, including, among other matters, the maintenance of working capital, tangible net worth and restrictions on cash dividends. The Company also maintains a letter of credit facility with this bank that provides for the issuance of stand-by letters of credit in the aggregate of $2,000,000. The facility requires the payment of a fee of 1.25% per annum of the amounts outstanding under the facility. The facility expires January, 1996. At January 29, 1995 stand-by letters of credit aggregating $526,011 were outstanding under this facility. Note 5. In December 1994, under the terms of an agreement in 1993 to acquire Carlton Industries, Inc. and its wholly owned subsidiary Vega Precision Laboratories, Inc., certain selling stockholders exercised their option to sell back to the Company a total of 309,074 shares of common stock of the Company at a price of $5.00 per share. Of the proceeds, $1,000,000 was used to pay back the note receivable from the selling stockholders which was secured by the pledge of 200,000 of the shares of common stock sold back to the Company. Note 6. Supplemental cash flow information is as follows: January 29, 1995 January 30, 1994 ---------------- ---------------- Cash paid during the period for: Interest $ 416,783 $ 544,994 Income Taxes 37,325 54,710 ======= ======= 12 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations LIQUIDITY AND CAPITAL RESOURCES As of January 29, 1995 and July 31, 1994, working capital was approximately $5,985,000 and $5,753,000, respectively, and the ratio of current assets to current liabilities was 1.85 to 1 and 1.56 to 1, respectively. As is customary in the defense industry, inventory is partially financed by progress payments. The unliquidated balance of these advanced payments was approximately $1,518,000, a decrease of $996,000 from July 31, 1994. As receivables are collected from shipments on contracts subject to progress payments, these advanced payments are liquidated. The reduction in accounts receivable of approximately $1,750,000 is consistent with the decline in sales volume. Net cash provided by investing activities results from the Company's decision to liquidate $6,000,000 of its long-term investments, net of the reinvestment of earnings on its portfolio, and the investment in capital equipment. The proceeds from the sale of investments were used to reduce long-term bank debt. The Company maintains a revolving credit facility with a bank, secured by certain marketable securities, for an aggregate of $12,000,000 which expires January, 1997. As of January 29, 1995 and July 31, 1994, the Company had borrowing outstanding of $5,650,000 and $11,000,000 respectively. Net cash used in financing activities during the quarter is principally attributable to net payments of the credit facility, and the purchase of treasury stock. At January 29, 1995, the Company owned high grade investment securities having a market value of approximately $5,600,000, and cash and cash equivalents of approximately $369,000. The Company believes that presently anticipated future cash requirements will be provided by internally generated funds and existing credit facilities. RESULTS OF OPERATIONS Thirteen weeks ended January 29, 1995 and January 30, 1994 - ---------------------------------------------------------- Net sales for the thirteen weeks ended January 29, 1995 decreased by approximately $2,133,000 or 28% from the comparable period of the prior year due to decreases in flight instrumentation products of approximately $1,764,000 and decreases in microwave components of approximately $369,000. 13 Cost of products sold for the thirteen weeks ended January 29, 1995 increased as a percentage of net sales from 59% in 1994 to 79% in 1995. This increase is attributable to a reduction in higher margin foreign sales of approximately $1,725,000, and a decrease in absorption of fixed costs due to the significantly lower sales volume. Selling and administrative expenses for the thirteen weeks ended January 29, 1995 decreased approximately $689,000 from the comparable period of the prior year, of which $678,000 is attributable to decreased representative fees on foreign sales, and $171,000 to a reduction in personnel and related expenses; offset by an increase in legal fees of $136,000 in connection with various litigation (See Part II, Item 1 - Legal Proceedings ), and $24,000 in other expenses. Other income (expense) for the thirteen weeks ended January 29, 1995 decreased $343,000 from the comparable prior year period due to losses on the sale of certain long-term investments of $339,000 as compared to a gain of $37,000 in 1994, and a decrease of $66,000 in other income (primarily rental income in 1994); offset by increased dividend and interest income of $21,000, and a decrease in interest expense of $78,000. Twenty-six weeks ended January 29, 1995 and January 30, 1994 - ------------------------------------------------------------ Net sales for the twenty-six weeks ended January 29, 1995 decreased by approximately $3,638,000 or 24% from the comparable period of the prior year due to decreases in flight instrumentation products of approximately $2,523,000 and decreases in microwave components of approximately $1,115,000. Cost of products sold for the twenty-six weeks ended January 29, 1995 increased as a percentage of net sales from 64% in 1994 to 76% in 1995. This increase is attributable to a reduction in higher margin foreign sales of approximately $3,362,000, and a decrease in absorption of fixed costs due to the significantly lower sales volume. Selling and administrative expenses for the twenty-six weeks ended January 29, 1995 decreased approximately $1,114,000 from the comparable period of the prior year, of which $983,000 is attributable to decreased representative fees on foreign sales, $421,000 to a reduction in personnel and related expenses, and $66,000 in other expenses: offset by an increase in legal fees of $356,000 in connection with various litigation (See Part II, Item 1 - Legal Proceedings ). Other income (expense) for the twenty-six weeks ended January 29, 1995 decreased $630,000 from the comparable prior year period due to losses on the sales of certain long-term investments of $530,000 as compared to a gain of $116,000 in 1994, and a decrease of $140,000 in other income (primarily rental income in 1994); offset by increased dividend and interest income of $53,000, and a decrease in interest expense of $103,000. 14 PART II - OTHER INFORMATION - --------------------------- ITEM 1 - LEGAL PROCEEDINGS: In April 1992, Litton Systems, Inc. Electron Devices Division ("Litton") commenced an action in the Essex Superior Court of Massachusetts against the Company alleging, among other claims for relief, theft of trade secrets, unfair trade practices and related common law claims in connection with the defendants alleged misappropriation of Litton s beacon magnetron drawings. Litton is seeking damages in the approximate sum of $1,750,000, although it has never substantiated or justified fully its claim in that regard. Defendants have filed an answer denying generally the plaintiff's allegations asserting affirmatively defenses against liability and interposing counterclaims. Since the filing of the case, the parties have engaged in extensive discovery and motion practice. The Company continues to defend itself vigorously against Litton s duplicative claims. A trial of the action commenced in January, 1995 and is currently in progress. In May and June 1994, the Company was served with two class action complaints against the Company and certain of its officers and directors in the United States District Court for the Eastern District of Pennsylvania. The claims are made under Section 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. One of the claims is also based upon alleged negligence. The claims relate to the Company's acquisition of Vega. The Company believes it has a meritorious defense and intends to vigorously defend against these allegations. In or about March, 1994, the principal selling shareholders of Carlton Industries, Inc. ("Carlton") and its subsidiary, Vega Precision Laboratories, Inc. ("Vega"), as claimants, commenced an arbitration proceeding before the American Arbitration Association in New York City pursuant to the terms of the Stock Purchase Agreement ("Agreement") by which the Company acquired the stock of Carlton and Vega. The claimants principally are seeking to recover damages for the Company's alleged failure to register timely the claimants' shares of the Company's common stock in accordance with the provisions of the Agreement and other breaches of the Agreement. The Company has denied and will contest vigorously the legitimacy of the claimants' claims and has interposed several counterclaims seeking indemnification under the Agreement against the principal selling shareholders, for damages suffered by the Company in an aggregate amount exceeding $1 million as a result of breaches of contractual representations. No formal evidentiary hearings have been held yet and the parties currently are engaging in consensual discovery proceedings under the auspices of the arbitrators. There is no certainty as to the outcome of these matters. However, in the opinion of management, the ultimate liability on these matters, if any, will not have a material adverse effect on the financial position of the Company. 15 ITEM 2 - CHANGES IN SECURITIES: None ITEM 3 - DEFAULTS UPON SENIOR SECURITIES: None ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: None ITEM 5 - OTHER INFORMATION: None ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K: (a) Exhibit 11: Computation of per share earnings. Exhibit 27: Financial data schedule (b) During the quarter for which this report is filed, the Registrant filed the following reports under Form 8-K: None 16 FORM 10-Q SIGNATURES -------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HERLEY INDUSTRIES, INC. ------------------------------------ Registrant BY: /S/ Myron Levy ------------------------------ Myron Levy, President BY: /S/ Anello C. Garefino ---------------------------- Anello C. Garefino Principal Financial Officer DATE: March 15, 1995 17 HERLEY INDUSTRIES, INC. AND SUBSIDIARIES ------------------------------- Exhibit 11 -------------- COMPUTATION OF PER SHARE EARNINGS ---------------------------------- Thirteen weeks ended -------------------- January 29,1995 January 30, 1994 --------------- ---------------- Net Income (loss) $ (481,556) $ 647,492 ========= ========== Weighted average number of common shares outstanding 3,886,040 4,333,574 ========= ========= Number of shares outstanding 3,615,815 4,312,189 ========= ========= Earnings per common and common equivalent share: Net income (loss) $(.12) $ .15 ===== ===== Twenty-six weeks ended ---------------------- January 29,1995 January 30, 1994 --------------- ---------------- Net Income (loss) $ (297,473) $ 1,283,777 ========= ========= Weighted average number of common shares outstanding 4,030,864 4,338,607 ========= ========= Number of shares outstanding 3,615,815 4,312,189 ========= ========= Earnings per common and common equivalent share: Net income (loss) $(.07) $ .30 ===== ===== EX-27 2 FDS 6 MOS. JAN 95
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JANUARY 29, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS JUL-30-1995 AUG-01-1994 JAN-29-1995 368,946 0 3,190,392 0 8,910,562 12,989,342 23,376,315 8,676,294 43,670,433 7,004,569 9,482,867 361,582 0 0 25,515,015 43,670,433 11,803,970 11,803,970 8,967,330 11,752,625 0 0 523,426 ( 533,473 ) ( 236,000 ) ( 297,473 ) 0 0 0 ( 297,473 ) ( .07 ) ( .07 )
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