-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A95g9kp3octyPnx+XNO/yKhQ0k8600PUUik/8tR1Jx5jcYFFMbW0z8vhiOcj9RMP us7pCUZquAP82vZE8b+MIA== 0000047035-03-000005.txt : 20030609 0000047035-03-000005.hdr.sgml : 20030609 20030609154300 ACCESSION NUMBER: 0000047035-03-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030605 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HERLEY INDUSTRIES INC /NEW CENTRAL INDEX KEY: 0000047035 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 232413500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05411 FILM NUMBER: 03737504 BUSINESS ADDRESS: STREET 1: 101 NORTH POINTE BOULEVARD CITY: LANCASTER STATE: PA ZIP: 17601-4133 BUSINESS PHONE: 7177358117 MAIL ADDRESS: STREET 1: 101 NORTH POINTE BOULEVARD CITY: LANCASTER STATE: PA ZIP: 17601-4133 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 8-K 1 earnings8k060503.txt EARNINGS RELEASE JUNE 5, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2003 ------------ 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) 101 North Pointe Boulevard, Lancaster, Pennsylvania 17601 - --------------------------------------------------- -------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (717) 735-8117 -------------- 3061 Industry Drive, Lancaster, Pennsylvania 17603 -------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. 99.1 Earnings Release, dated June 5, 2003, announcing financial results for the third quarter and nine months ended May 4, 2003. ITEM 9. REGULATION FD DISCLOSURE. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION In accordance with Securities and Exchange Commission Release No.33-8216, the information in this Form 8-K and the exhibit attached hereto is intended to be furnished under Item 12, "Results of Operations and Financial Condition." This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On June 5, 2003, Herley Industries, Inc. issued an earnings release announcing financial results for the third quarter and nine months ended May 4, 2003. A copy of this earnings release is attached hereto as Exhibit 99.1. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HERLEY INDUSTRIES, INC ---------------------- Registrant By: /s/ Anello C. Garefino ---------------------------------- Anello C. Garefino Principal Financial Officer DATE: June 9, 2003 EX-99 3 exhibit991060503.txt ITEM 12. EARNINGS RELEASE QUARTER 5/4/03 Exhibit 99.1 ------------ HERLEY REPORTS RECORD THIRD QUARTER RESULTS THIRD QUARTER REVENUES INCREASED 14.5%, TO $26.9 MILLION INCOME FROM OPERATIONS INCREASED 16.1% WITH NET INCOME INCREASING 24.8% Lancaster, PA June 5, 2003 - Herley Industries, Inc. (Nasdaq:HRLY) today reported strong financial results for the third quarter and nine months ended May 4, 2003. Third quarter and nine month results included increases in revenues, income from operations, net income and free cash flow (net cash provided by operating activities less capital expenditures). Third Quarter Results - --------------------- For the third quarter of fiscal 2003, Herley reported revenues of $26.9 million, a 14.5% increase over the same period last year. Income from operations for the third quarter was $4.8 million, 16.1% above the $4.1 million for the same period last year. Third quarter income from operations, as a percentage of sales was 17.7% compared to 17.5% for the same period last year. Net income for the quarter was up 24.8% to $3.4 million, or $0.23 per diluted share, on 14.8 million diluted shares outstanding. Diluted shares outstanding increased 18.8% over the same period last year. Nine-Month Results - ------------------ Revenues were $79.2 million, a 17.2% increase over the same period last year. Income from operations increased 23.6% to $14.0 million for the nine months ended May 4, 2003. Income from operations as a percentage of sales increased to 17.7%, compared to 16.8% for the prior nine-month period. Income from continuing operations for the nine-month period was $10.0 million, an increase of 32.9% over the same period last year. Earnings per share from continuing operations increased 6.5% to $0.66 per diluted share on 15.2 million diluted shares outstanding. Diluted shares outstanding increased 25.4% over the nine months of fiscal 2003 due primarily to the company's equity offering completed in April 2002. The offering placed approximately 3.0 million shares in the marketplace. "Herley had a very strong third quarter and has had a very good nine months," said John M. Kelley, Executive Vice President of Herley. "During the quarter we had success in coordinating EWST's growing needs for microwave hardware with our Israeli and domestic operations, investing in new programs and products while sustaining margins that are among, if not the highest in the industry. As we enter our fourth quarter, we are confident that it will be our best quarter of fiscal 2003 and that we will be in a position to achieve excellent financial results in fiscal 2004." Herley Industries, Inc. is a leader in the design, development and manufacture of microwave technology solutions for the defense, aerospace and medical industries worldwide. Based in Lancaster, PA, Herley has six locations and approximately 650 employees worldwide. Additional information about the company can be found on the Internet at www.herley.com
HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands except share data) May 4, July 28, 2003 2002 --------- -------- (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 79,098 $ 86,210 Accounts receivable 14,624 14,486 Costs incurred and income recognized in excess of billings on uncompleted contracts 3,263 6,882 Other receivables 558 274 Inventories, net of reserve of $2,522 in fiscal 2003 and $2,407 in fiscal 2002 39,430 33,371 Prepaid income taxes - 382 Deferred taxes and other 2,588 2,670 ------- ------- Total Current Assets 139,561 144,275 Property, Plant and Equipment, net 22,572 22,231 Goodwill 27,106 21,665 Intangibles, net of accumulated amortization of $176 in fiscal 2003 and $145 in fiscal 2002 392 423 Available-For-Sale Securities 46 46 Other Investments 160 195 Other Assets 1,062 1,367 ------- ------- $ 190,899 $ 190,202 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 713 $ 215 Accounts payable and accrued expenses 11,144 12,857 Income taxes payable 1,327 - Reserve for contract losses 975 820 Advance payments on contracts 1,636 1,371 ------- ------- Total Current Liabilities 15,795 15,263 Long-term Debt 6,519 5,684 Deferred Income Taxes 3,897 3,897 ------- ------- 26,211 24,844 ------- ------- Commitments and Contingencies Shareholders' Equity: Common stock, $.10 par value; authorized 20,000,000 shares; issued and outstanding 13,993,201 at May 4, 2003 and 14,680,960 at July 28, 2002 1,399 1,468 Additional paid-in capital 105,995 116,579 Retained earnings 57,539 47,541 Accumulated other comprehensive loss (245) (230) ------- ------- Total Shareholders' Equity 164,688 165,358 ------- ------- $ 190,899 $ 190,202 ======= =======
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HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands except per share data) Thirteen weeks ended Forty Thirty-nine ----------------------- weeks ended weeks ended May 4, April 28, May 4, April 28, 2003 2002 2003 2002 ------ ------ ------ ------ Net sales $ 26,897 $ 23,499 $ 79,202 $ 67,552 ------ ------ ------ ------ Cost and expenses: Cost of products sold 18,046 15,176 52,487 44,554 Selling and administrative expenses 3,839 3,629 11,628 10,291 Litigation costs 241 585 1,069 956 Plant closing costs - - - 406 ------ ------ ------ ------ 22,126 19,390 65,184 56,207 ------ ------ ------ ------ Income from operations 4,771 4,109 14,018 11,345 Other income (expense), net 155 (31) 642 55 ------ ------ ------ ------ Income from continuing operations before income taxes 4,926 4,078 14,660 11,400 Provision for income taxes 1,567 1,386 4,662 3,876 ------ ------ ------ ------ Income from continuing operations 3,359 2,692 9,998 7,524 Loss from discontinued operations (including loss on net assets held for sale of $1,166 in 2002) net of income taxes - - - (921) ------ ------ ------ ------ Income before cumulative effect of change in accounting principle 3,359 2,692 9,998 6,603 Cumulative effect of adopting SFAS 142 - - - (4,637) ------ ------ ------ ------ Net income $ 3,359 $ 2,692 $ 9,998 $ 1,966 ====== ====== ====== ====== Earnings (loss) per common share - Basic Income from continuing operations $ .24 $ .23 $ .69 $ .67 Loss from discontinued operations - - - (.08) Cumulative effect of adopting SFAS 142 - - - (.42) --- --- --- --- Net earnings $ .24 $ .23 $ .69 $ .18 === === === === Basic weighted average shares 14,218 11,559 14,449 11,164 ====== ====== ====== ====== Earnings (loss) per common share - Diluted Income from continuing operations $ .23 $ .22 $ .66 .62 Loss from discontinued operations - - - (.08) Cumulative effect of adopting SFAS 142 - - - (.38) --- --- --- --- Net earnings $ .23 $ .22 $ .66 $ .16 === === === === Diluted weighted average shares 14,848 12,495 15,175 12,099 ====== ====== ====== ======
3 For information at Herley contact: John M. Kelley, Executive Vice President Tel: (717) 735-8117 Safe Harbor Statement - Except for the historical information contained herein, this release may contain forward-looking statements. Such statements are inherently subject to risks and uncertainties. The Company's results could differ materially based on various factors, including, but not limited to cancellation or deferral of customer orders, difficulties in the timely development of new products, difficulties in manufacturing, increased competitive pressures, and general economic conditions. 4 -----END PRIVACY-ENHANCED MESSAGE-----