-----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, R/NC9KEHy9U4hg7mN3aDrPfKKQiNN9LUTsu7vPt9XLSdz7RbB4xZqwSp2K6BhlYx +Iuyo96zCIXOi/VAcq63kA== 0000047035-05-000035.txt : 20050611 0000047035-05-000035.hdr.sgml : 20050611 20050609183737 ACCESSION NUMBER: 0000047035-05-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050501 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050610 DATE AS OF CHANGE: 20050609 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: 05888455 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 earnings8k060905.txt EARNINGS RELEASE THIRD QUARTER 5-1-2005 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 9, 2005 ------------ 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 -------------- 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 June 9, 2005, Herley Industries, Inc. issued an earnings release announcing its financial results for the third quarter of fiscal 2005 ended May 1, 2005. A copy of the earnings release is attached hereto as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Earnings Release, dated June 9, 2005, announcing the Registrants's financial results for the third quarter of fiscal 2005 ended May 1, 2005. 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: June 9, 2005 EX-99 2 exhibit991050105.txt EARNINGS RELEASE THIRD QUARTER 5-1-2005 Exhibit 99.1 ------------ HERLEY 3RD QUARTER REVENUE INCREASED 36.5% TO $41.3 MILLION 3RD QUARTER EARNINGS WERE $0.24 PER DILUTED SHARE BOOKINGS FOR THE QUARTER WERE $44.8 MILLION BACKLOG INCREASED TO $131 MILLION Lancaster, PA June 9, 2005. Herley Industries, Inc. (Nasdaq:HRLY) today announced the results for the third quarter ended May 1, 2005. Net revenues for the quarter were approximately $41.3 million, an increase of $11.0 million or 36.5% over the third quarter of fiscal 2004. Net income for the third quarter of fiscal 2005 was $3.6 million, or $0.24 per diluted share. This compares to net income of $3.9 million, or $0.26 per diluted share for the third quarter last year. Net income for the second quarter of fiscal 2005 was $2.1 million, or $0.14 per diluted share. Operating income for the third quarter was $4.6 million of net sales or 11.0%, representing an increase of 3.7% from the second quarter of fiscal 2005. Cash and cash equivalents at May 1, 2005 were $20.0 million. The company generated $2.9 million in cash provided from operations for the quarter. During the quarter, in addition to the acquisition of two companies, Herley repurchased 105,641shares of common stock. John M. Kelley, Herley President, stated, "We made very good progress on several fronts during the quarter including: o The engineering development projects are in line with expectations and approximately on schedule. Most of this business should be in a production phase in the fourth quarter of fiscal 2005. o Our investment in corporate business development is generating tangible financial results both domestically and internationally. Business development is also gaining greater visibly for Herley's capabilities with customers. o As a result of Herley's decision to make Micro Systems the Center of Excellence for Command & Control, we are transitioning all new business and most of Herley's legacy command & control business to our Ft. Walton Beach facility. o Innovative Concepts continues to benefit from market acceptance of it's IDM Technology (R), as today's military thinking parallels ICI's product offering of mobile, interoperable, tactical data communications in hostile environments. Herley plans to leverage its excellent business relationships with all branches of the U.S. military which should generate new program and platform opportunities for ICI products. o Herley Power Amplifiers is completing several design projects and expects production contracts to follow. Herley amplifiers have applications in electronic warfare environments (jamming) and anti-IED solutions. We are pursuing both of these markets and we expect to increase our level of activity in the fourth quarter of fiscal 2005 and fiscal year 2006. Kelley continued "Herley's organic revenue growth was 6.3% for the third quarter of fiscal 2005 and we expect organic growth to continue its upward trend. Backlog increased approximately $37 million to $131.2 million at the end of the third quarter of fiscal 2005. Bookings for the third quarter of fiscal 2005 were $44.9 million, reflecting a book - to - bill of 1.1 to 1." Herley will host a Conference Call at 9:00 a.m. Eastern Time on Friday, June 10, 2005 to discuss the news. Participating in the call will be Lee Blatt, Chairman of the Board, Myron Levy, Chief Executive Officer, John M. Kelley, President, and Thomas V. Gilboy, Chief Financial Officer. Interested parties may join the conference through InterCall Teleconference by dialing Phone Number: 1 (888) 425-4188, referencing Conference ID # 6853182. Replay of the conference call is scheduled to begin on June 10, 2005 at 11:00 a.m. and end on June 17, 2005 at 11:59 p.m. Eastern Time. To listen to the replay dial: 1 (800) 642 1687 (U.S.) or 1 (706) 645-9291 (International), and reference Conference ID # 6853182. This conference call will be broadcast live over the Internet and can be accessed by interested parties through the following: URL:http://phx.corporate-ir.net/playerlink.zhtml?c=111170&s=wm&e=1079827 To listen to the live call, please go to the Web site at least fifteen minutes prior to the start of the call to register, download, and install any necessary audio software. For those who are not available to listen to the live broadcast, a replay will be available shortly after the call on the site. 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 nine manufacturing locations and approximately 1000 employees. Additional information about the company can be found on the Internet at www.herley.com. ... tables follow For information at Herley contact: Peg Guzzetti Tel: (717) 735-8117 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 CONSOLIDATED BALANCE SHEETS (In thousands, except share data) May 1, August 1, 2005 2004 ------------ ------------ (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 19,987 $ 66,181 Trade accounts receivable 24,852 24,664 Costs incurred and income recognized in excess of billings on uncompleted contracts 18,005 14,210 Other receivables 1,107 576 Inventories, net of allowance of $4,489 in fiscal 2005 and $3,412 in 2004 50,516 44,909 Deferred taxes and other 4,155 3,579 ------------ ------------ Total Current Assets 118,622 154,119 Property, Plant and Equipment, net 30,329 25,968 Goodwill 80,638 35,165 Intangibles, net of accumulated amortization of $1,161 in fiscal 2005 and $752 in 2004 10,585 4,555 Other Investments 62 264 Other Assets 737 900 ------------ ------------ $ 240,973 $ 220,971 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 846 $ 804 Accounts payable and accrued expenses 24,374 16,934 Billings in excess of costs incurred and income recognized on uncompleted contracts 973 1,303 Income taxes payable 4,954 2,091 Accrual for contract losses 753 954 Accrual for warranty costs 786 580 Advance payments on contracts 1,837 1,180 ------------ ------------ Total Current Liabilities 34,523 23,846 Long-term Debt 5,047 5,845 Other Long-term Liabilities 1,020 932 Deferred Income Taxes 4,850 4,848 ------------ ------------ 45,440 35,471 ------------ ------------ Commitments and Contingencies Shareholders' Equity: Common stock, $.10 par value; authorized 20,000,000 shares; issued and outstanding 14,277,084 in fiscal 2005 and 14,220,508 in 2004 1,428 1,422 Additional paid-in capital 108,043 107,671 Retained earnings 84,408 75,151 Accumulated other comprehensive income 1,654 1,256 ------------ ------------ Total Shareholders' Equity 195,533 185,500 ------------ ------------ $ 240,973 $ 220,971 ============ ============
HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands except per share data) Thirteen weeks ended Thirty-nine weeks ended -------------------- ----------------------- May 1, May 2, May 1, May 2, 2005 2004 2005 2004 ------ ------ ------ ------ Net sales $ 41,266 $ 30,233 $ 108,610 $ 87,908 --------- --------- --------- --------- Cost and expenses: Cost of products sold 27,845 19,465 75,034 56,135 Selling and administrative expenses 8,865 5,418 21,541 15,396 --------- --------- --------- --------- 36,710 24,883 96,575 71,531 --------- --------- --------- --------- Operating Income 4,556 5,350 12,035 16,377 --------- --------- --------- --------- Other income (expense), net: Investment income 253 153 769 516 Interest expense (74) (79) (211) (248) Foreign exchange gain (loss) 79 18 264 (225) --------- --------- --------- --------- 258 92 822 43 --------- --------- --------- --------- Income before income taxes 4,814 5,442 12,857 16,420 Provision for income taxes 1,187 1,566 3,600 5,057 --------- --------- --------- --------- Net income $ 3,627 $ 3,876 $ 9,257 $ 11,363 ========= ========= ========= ========== Earnings per common share - Basic $ .25 $ .27 $ .65 $ .81 ========= ========= ========= ========= Basic weighted average shares 14,313 14,129 14,300 14,072 ========= ========= ========= ========= Earnings per common share - Diluted $ .24 $ .26 $ .62 $ .76 ========= ========= ========= ========= Diluted weighted average shares 14,936 14,932 14,972 14,861 ========= ========= ========= =========
HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Thirty-nine weeks ended ----------------------- May 1, May 2, 2005 2004 ---- ---- Cash flows from operating activities: Net income $ 9,257 $ 11,363 ------ ------ Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 3,825 3,048 Foreign exchange loss 31 182 Gain on sale of securities (22) - Equity in income of limited partnership (54) - Changes in operating assets and liabilities: Decrease (increase) in trade accounts receivable 4,996 (1,846) (Increase) in costs incurred and income recognized in excess of billings on uncompleted contracts (3,569) (9,063) (Increase) in other receivables (269) (22) (Increase) in inventories (3,341) (5,737) (Increase) in deferred taxes and other (400) (122) Increase in accounts payable and accrued expenses 1,677 1,904 (Decrease) increase in billings in excess of costs incurred and income recognized on uncompleted contracts (1,206) 478 Increase in income taxes payable 3,187 1,224 (Decrease) increase in accrual for contract losses (377) 98 (Decrease) increase in advance payments on contracts (1,410) 9 Other, net 293 539 ------ ------ Total adjustments 3,361 (9,308) ------ ------ Net cash provided by operating activities 12,618 2,055 ------ ------ Cash flows from investing activities: Acquisition of business, net of cash acquired (51,391) (14,914) Acquisition of technology license (2,000) - Proceeds from sale of securities 165 - Partial distribution from limited partnership 109 50 Capital expenditures (4,948) (4,270) ------ ------ Net cash used in investing activities (58,065) (19,134) ------ ------ Cash flows from financing activities: Proceeds from exercise of stock options 1,803 1,825 Payments of long-term debt (780) (664) Purchase of treasury stock (1,770) - ------ ------ Net cash (used in) provided by financing activities (747) 1,161 ------ ------ Net decrease in cash and cash equivalents (46,194) (15,918) Cash and cash equivalents at beginning of period 66,181 81,523 ------ ------ Cash and cash equivalents at end of period $ 19,987 $ 65,605 ====== ======
-----END PRIVACY-ENHANCED MESSAGE-----