-----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, P39+QMafZV6XhRqcW6BeOc1onPxN8153XBwS+Fl6H9mq4bfh2DydaUiTOIhk21uY wKE3QDrpn3f93gR2QS/HLA== 0000047035-03-000014.txt : 20031212 0000047035-03-000014.hdr.sgml : 20031212 20031212093348 ACCESSION NUMBER: 0000047035-03-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031102 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031212 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: 031050774 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 earnings8k121103.txt EARNINGS RELEASE DECEMBER 11, 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): December 11, 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 -------------- ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Earnings Release, dated December 11, 2003, announcing the Registrants's financial results for the first quarter ended November 2, 2003. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On December 11, 2003, Herley Industries, Inc. issued an earnings release announcing its financial results for the first quarter ended November 2, 2003. A copy of the earnings release is attached hereto as Exhibit 99.1. The information in this Form 8-K Current Report and the exhibit attached hereto is furnished and 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. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 Vice President Finance/CFO (Principal Financial Officer) DATE: December 11, 2003 EX-99.I 3 exhibit991121103.txt EX-99-1 EARNINGS RELEASE-FISCAL 2004 Exhibit 99.1 ------------ HERLEY REPORTS EXCELLENT 1ST QUARTER RESULTS HERLEY 1ST QUARTER OPERATING INCOME INCREASED 22.0% TO $5.9 MILLION 1ST QUARTER EARNINGS PER DILUTED SHARE INCREASED 22.7%, TO $0.27 FUNDED BACKLOG REACHED $91.7 MILLION, AN INCREASE OF $1.8 MILLION FROM FISCAL 2003 YEAR END Lancaster, PA December 11, 2003. Herley Industries, Inc. (Nasdaq:HRLY) today reported results for the first quarter ended November 2, 2003. Select financial results for the first quarter are as follows: - - Revenues increased 3.6% to $28.3 million. - - Vertical integration efforts generated $2.0 of inter-company sales. - - Operating Income was $5.9 million, an increase of 22.0% - - Net Income grew 17.6% to $3.9 million. - - Book to Bill was 1.06:1 for the first quarter. John Kelley, President said, "Our first quarter results gave Herley an excellent start to the year. For the period, record results were achieved in revenues and profitability, and new orders increased funded backlog $1.8 million to $91.7 million. The combination of international sales, domestic product mix, and increased inter-company sales generated very good margins for the quarter. Operating Margin for the first quarter was 20.7% of revenue compared to 17.6% for the same period last year. Net Income as a percentage of revenue was 13.9% compared to 12.3% for the first quarter of last year." Kelley continued, "We reiterate our previous comments that Herley's strategic objective is to grow our defense electronics business organically and by making accretive acquisitions of complimentary companies, business units, and product lines. We continue to be optimistic that we will be able to successfully invest some, most, or all of our existing cash into a domestic or international acquisition." 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 five manufacturing locations and approximately 675 employees. Additional information about the company can be found on the Internet at www.herley.com HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands except per share data) 13 weeks ended 14 weeks ended November 2, November 3, 2003 2002 -------------- -------------- Net sales ...................................... $ 28,267 $ 27,290 -------- -------- Cost and expenses: Cost of products sold ................... 17,625 18,099 Selling and administrative expenses ..... 4,743 3,735 Litigation costs ........................ 37 650 -------- -------- 22,405 22,484 -------- -------- Operating Income ........................ 5,862 4,806 -------- -------- Other (expense) income, net: Investment income ....................... 176 368 Interest expense ........................ (87) (95) Foreign exchange (loss) ................. (173) -- -------- -------- (84) 273 -------- -------- Income before income taxes .............. 5,778 5,079 Provision for income taxes ..................... 1,837 1,727 -------- -------- Net income .............................. $ 3,941 $ 3,352 ======== ======== Earnings per common share - Basic .............. $ .28 $ .23 ======== ======== Basic weighted average shares ........... 14,013 14,668 ======== ======== Earnings per common share - Diluted ............ $ .27 $ .22 ======== ======== Diluted weighted average shares ......... 14,782 15,506 ======== ======== 2 HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data) November 2, August 3, 2003 2003 ----------- --------- (Unaudited) (Audited) ASSETS Current Assets: Cash and cash equivalents ......................$ 82,538 $ 81,523 Accounts receivable ............................ 14,251 16,525 Costs incurred and income recognized in excess of billings on uncompleted contracts ........ 12,389 6,960 Other receivables .............................. 735 827 Inventories, net of allowance of $2,815 at November 2003 and $2,739 at August 2003 .. 39,280 37,545 Deferred taxes and other ....................... 3,450 3,207 --------- --------- Total Current Assets ...... 152,643 146,587 Property, Plant and Equipment, net ....................... 22,720 22,406 Goodwill ................................................. 25,729 25,729 Intangibles, net of accumulated amortization of $472 at November 2003 and $403 at August 2003 ....... 1,473 1,542 Available-For-Sale Securities ............................ 75 75 Other Investments ........................................ 142 162 Other Assets ............................................. 1,009 1,063 --------- --------- $ 203,791 $ 197,564 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt ..............$ 758 $ 686 Accounts payable and accrued expenses .......... 13,699 14,026 Billings in excess of costs incurred and income recognized on uncompleted contracts . 1,294 -- Income taxes payable ........................... 3,322 2,670 Reserve for contract losses .................... 977 736 Advance payments on contracts .................. 585 856 --------- --------- Total Current Liabilities ....... 20,635 18,974 Long-term Debt ........................................... 5,892 6,403 Deferred Income Taxes .................................... 4,928 4,945 --------- --------- 31,455 30,322 --------- --------- Commitments and Contingencies Shareholders' Equity: Common stock, $.10 par value; authorized 20,000,000 shares; issued and outstanding 14,052,801 at November 2003 and 13,969,151 at August 2003 1,405 1,397 Additional paid-in capital ..................... 105,486 104,551 Retained earnings .............................. 65,419 61,478 Accumulated other comprehensive income (loss) .. 26 (184) --------- --------- Total Shareholders' Equity ...... 172,336 167,242 --------- --------- $ 203,791 $ 197,564 ========= ========= For information at Herley contact: Peg Guzzetti, Investor Relations 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. - -------------------------------------------------------------------------------- 3 -----END PRIVACY-ENHANCED MESSAGE-----