-----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, MXFglxTgnryXdzcG40fFz+OQvIk+x1OFHYEFszkgTwf8SrSEg18RxiAiPE15E97P mCS8PtfhLVoMI5VSgFmtzQ== 0000047035-04-000007.txt : 20040614 0000047035-04-000007.hdr.sgml : 20040611 20040614162730 ACCESSION NUMBER: 0000047035-04-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040502 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040614 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: 04861740 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 earnings8k061404.txt EARNINGS RELEASE, THIRD QUARTER ENDED MAY 2, 2004 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 14, 2004 ------------- 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 June 14, 2004, announcing the Registrants's financial results for the third quarter ended May 2, 2004. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On June 14, 2004, Herley Industries, Inc. issued an earnings release announcing its financial results for the third quarter ended May 2, 2004. 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: June 14, 2004 EX-99 2 exhibit911061404.txt EX-99.1 EARNINGS RELEASE JUNE 14, 2004 Exhibit 91.1 ------------ HERLEY REPORTS THIRD QUARTER RESULTS THIRD QUARTER REVENUES INCREASED 12.4% TO $30.2 MILLION OPERATING INCOME INCREASED 12.1% WITH NET INCOME INCREASING 15.4% BACKLOG INCREASED $9.0 MILLION SEQUENTIALLY Lancaster, PA June 14, 2004 Herley Industries, Inc. (Nasdaq-HRLY) today reported results for the third quarter ended May 2, 2004. Net sales for the quarter were $30.2 million, up 12.4% from the third quarter of fiscal year 2003, and up 2.8% sequentially from the second quarter of fiscal 2004. Operating income for the third quarter was $5.4 million, or 17.7% of net sales, up $579,000, or 12.1% from the third quarter of last year, and up $185,000, or 3.6% sequentially. Net income for the third quarter was $3.9 million, or $0.26 per diluted share compared to $0.23 per diluted share for the third quarter of fiscal 2003. For the nine months ended May 2, 2004, net sales were $87.9 million, an 11.0% increase over the same fiscal year period in 2003. Net income increased 13.7% for the nine months of fiscal 2004 compared to the same period in fiscal year 2003. Earnings per diluted share increased 15.2% to $0.76 compared to the first nine months of fiscal year 2003. Cash and cash equivalents at May 2, 2004 were $65.6 million, approximately $4.39 per diluted share outstanding. In the third quarter, Herley paid approximately $14.9 million in cash to acquire Communication Techniques, Inc., generated $2.1 million in positive cash flow from operations, and did not repurchase any shares of its common stock. Capital expenditures for the third quarter of fiscal year 2004 were $1.1 million. Capital expenditures for the nine months ended May 2, 2004 were $4.3 million. Bookings in the third quarter were $33.5 million, and $103.3 million for the nine months ended May 2, 2004. Backlog as of May 2, 2004 was $111.1 million, up $9.0 million from the $102.1 million in backlog at the end of the second quarter of fiscal year 2004. John M. Kelley, President said, "We are pleased with the way we are executing our business plan. Sequential revenue growth, healthy booking levels, increased use of automation to improve efficiencies and lower costs all contributed to strong margins and profits for the quarter." Kelley continued, "Herley continues its focus on achieving durable growth by improving the quality of our products, streamlining to reduce costs and looking at ways to do a better job of marketing its products and capabilities." 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 700 employees worldwide. Additional information about the company can be found on the Internet at www.herley.com -------------- ..... tables follow For information at Herley contact: Tel: (717) 735-8117 Peg Guzzetti, Investor Relations www.herley.com -------------- 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.
HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands except per share data) Thirteen weeks ended Thirty-nine Forty -------------------- weeks ended weeks ended May 2, May 4, May 2, May 4, 2004 2003 2004 2003 -------- -------- -------- --------- Net sales $ 30,233 $ 26,897 $ 87,908 $ 79,202 -------- -------- -------- -------- Cost and expenses: Cost of products sold 19,465 18,046 56,135 52,487 Selling and administrative expenses 5,418 4,080 15,396 12,697 -------- -------- -------- -------- 24,883 22,126 71,531 65,184 -------- -------- -------- -------- Operating Income 5,350 4,771 16,377 14,018 -------- -------- -------- -------- Other (expense) income, net: Investment income 153 236 516 900 Interest expense (79) (81) (248) (258) Foreign exchange gain (loss) 18 - (225) - -------- -------- -------- -------- 92 155 43 642 -------- -------- -------- -------- Income before income taxes 5,442 4,926 16,420 14,660 Provision for income taxes 1,566 1,567 5,057 4,662 -------- -------- -------- -------- Net income $ 3,876 $ 3,359 $ 11,363 $ 9,998 ======== ======== ======== ======== Earnings per common share - Basic $ .27 $ .24 $ .81 $ .69 ======== ======== ======== ======== Basic weighted average shares 14,129 14,218 14,072 14,449 ======== ======== ======== ======== Earnings per common share - Diluted $ .26 $ .23 $ .76 $ .66 ======== ======== ======== ======== Diluted weighted average shares 14,932 14,848 14,861 15,175 ======== ======== ======== ========
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HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands except share data) May 2, August 3, 2004 2003 --------- --------- (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 65,605 $ 81,523 Accounts receivable 19,587 16,525 Costs incurred and income recognized in excess of billings on uncompleted contracts 16,023 6,960 Other receivables 849 827 Inventories, net of allowance of $3,640 in fiscal 2004 and $2,739 in fiscal 2003 44,677 37,545 Deferred taxes and other 3,416 3,207 --------- --------- Total Current Assets 150,157 146,587 Property, Plant and Equipment, net 25,124 22,406 Goodwill 35,342 25,729 Intangibles, net of accumulated amortization of $624 in fiscal 2004 and $403 in fiscal 2003 4,665 1,542 Available-For-Sale Securities 75 75 Other Investments 112 162 Other Assets 947 1,063 --------- --------- $ 216,422 $ 197,564 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 788 $ 686 Accounts payable and accrued expenses 16,836 14,026 Billings in excess of costs incurred and income recognized on uncompleted contracts 478 - Income taxes payable 3,332 2,670 Reserve for contract losses 1,129 736 Advance payments on contracts 865 856 --------- --------- Total Current Liabilities 23,428 18,974 Long-term Debt 5,845 6,403 Deferred Income Taxes 4,936 4,945 --------- --------- 34,209 30,322 --------- --------- Commitments and Contingencies Shareholders' Equity: Common stock, $.10 par value; authorized 20,000,000 shares; issued and outstanding 14,164,499 at May 2, 2004 and 13,969,151 at August 3, 2003 1,416 1,397 Additional paid-in capital 106,919 104,551 Retained earnings 72,841 61,478 Accumulated other comprehensive income (loss) 1,037 (184) --------- --------- Total Shareholders' Equity 182,213 167,242 --------- --------- $ 216,422 $ 197,564 ========= =========
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HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Thirty-nine Forty weeks ended weeks ended May 2, May 4, 2004 2003 ----------- ----------- Cash flows from operating activities: Net income $ 11,363 $ 9,998 -------- -------- Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 3,048 3,005 Foreign exchange loss 182 - Equity in income of limited partnership - (14) Changes in operating assets and liabilities: Increase in accounts receivable (1,846) (138) (Increase) decrease in costs incurred and income recognized in excess of billings on uncompleted contracts (9,063) 2,439 (Increase) in other receivables (22) (111) (Increase) in inventories (5,737) (5,731) (Increase) decrease in deferred taxes and other (122) 755 Increase (decrease) in accounts payable and accrued expenses 1,904 (2,266) Increase in billings in excess of costs incurred and income recognized on uncompleted contracts 478 - Increase in income taxes payable 1,224 2,157 Increase (decrease) in reserve for contract losses 98 (554) Increase in advance payments on contracts 9 265 Other, net 539 241 -------- -------- Total adjustments (9,308) 48 -------- -------- Net cash provided by operating activities 2,055 10,046 -------- -------- Cash flows from investing activities: Acquisition of business, net of cash acquired (14,914) (2,542) Partial distribution from limited partnership 50 49 Capital expenditures (4,270) (2,994) -------- -------- Net cash used in investing activities (19,134) (5,487) -------- -------- Cash flows from financing activities: Proceeds from exercise of stock options 1,825 704 Payments of long-term debt (664) (188) Purchase of treasury stock - (12,187) -------- -------- Net cash provided by (used in) financing activities 1,161 (11,671) -------- -------- Net decrease in cash and cash equivalents (15,918) (7,112) Cash and cash equivalents at beginning of period 81,523 86,210 -------- -------- Cash and cash equivalents at end of period $ 65,605 $ 79,098 ======== ========
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