8-K 1 earnings8k120904.txt EARNINGS RELEASE Q105 DECEMBER 9, 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): December 9, 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.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(C) under the Exchange Act (17 CFR 240.13e-4(C)) INFORMATION TO BE INCLUDED IN THE REPORT 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. ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On December 9, 2004, Herley Industries, Inc. issued an earnings release announcing its financial results for the first quarter of fiscal 2005 ended October 31, 2004. A copy of the earnings release is attached hereto as Exhibit 99.1. NON-GAAP FINANCIAL MEASURE The press release furnished herewith contains a financial measure ("free cash flow") not calculated in accordance with generally accepted accounting principles in the United States of America ("GAAP"). The Registrant defines "Free cash flow" as "Net cash provided by operating activities" less "Capital expenditures." The Registrant's management believes that free cash flow is useful to investors and management as a supplemental financial measurement in the evaluation of the Registrant's business and believes that free cash flow may provide additional information with respect to the Registrant's ability to meet its future debt service and capital expenditures as well as working capital requirements. A reconciliation of free cash flow for the thirteen weeks ended October 31, 2004 and November 2, 2003 is as follows (in thousands):
Thirteen weeks ended -------------------- October 31, 2004 November 2, 2003 ---------------- ---------------- Net cash provided by operating activities $ 7,658 $ 2,085 Capital expenditures (2,044) (1,187) ----- ----- Free cash flow $ 5,614 $ 898 ===== =====
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Earnings Release, dated December 9, 2004, announcing the Registrants's financial results for the first quarter of fiscal 2005 ended October 31, 2004. 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/ Thomas V. Gilboy -------------------------------------------- Thomas V. Gilboy Vice President and CFO (Principal Financial Officer) DATE: December 9, 2004