-----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, KNugGoBDCqcXYZLRhZLaNBJ/a47ArfjE71+rUcRalKjREjlgujCwvPwt7FFacebk wiRE1e7Z6GMJ0jF1lo8a/g== 0001201800-06-000038.txt : 20060313 0001201800-06-000038.hdr.sgml : 20060313 20060313165337 ACCESSION NUMBER: 0001201800-06-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060308 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060313 DATE AS OF CHANGE: 20060313 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: 06682644 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 hrly8kearnmarch06.txt 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: March 8, 2006 (Date of earliest event reported) HERLEY INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-5411 23-2413500 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 101 North Pointe Boulevard, Lancaster, Pennsylvania 17601-4133 - -------------------------------------------------------------------------------- Address of principal executive offices) (Zip Code) Registrant's telephone number including area code (717) 735-8117 ---------------------- ---------------------------------------------------- (Former name or former address, 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4c) 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 filing.` Item 2.02 Results of Operations and Financial Condition On March 8, 2006, Herley Industries, Inc. issued an earnings press release announcing its financial results for the second quarter ended January 29, 2006. A copy of the earnings press release is attached as Exhibit 99 to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99 Earnings Release, dated March 8, 2006, announcing the Registrant's financial results for the second quarter ended January 29, 2006. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HERLEY INDUSTRIES, INC. By: /s/ John M. Kelley ----------------------- John M. Kelley President Dated: March 13, 2006 EX-99 2 hrly8kmar06-ex99.txt PRESS RELEASE Exhibit 99 HERLEY REPORTS STRONG SECOND QUARTER RESULTS -- Q2 Net Sales Increased 35.8% to $45.8 Million -- Q2 Diluted Earnings Per Share was $0.26 -- 1.29 to 1 Book-to-Bill for Q2 Lancaster, PA, March 8, 2006. Herley Industries, Inc. (Nasdaq:HRLY) today reported record financial results for the second quarter and six month period ended January 29, 2006. Net income for the second quarter was $4.0 million, or $0.26 per diluted share. This compares to net income of $2.1 million or $0.14 per diluted share for the second quarter of fiscal 2005. Operating income for the second quarter of fiscal 2006 was $5.3 million, or 11.5% of net sales, up 112.1% from the second quarter of fiscal 2005. Net sales for the second quarter of fiscal 2006 increased $12.1 million, up 35.8% from the second quarter of fiscal 2005. John M. Kelley, Herley's President, said, "We are very pleased with our second quarter financial results and the Company's position in key market segments as we enter the second half of our fiscal 2006." Mr. Kelley continued, "Financial performance from Herley's first quarter to its second quarter has historically fallen due to extended holiday vacation days in November and December, effectively reducing the number of shipping days. Improved execution and operational efficiencies in the second quarter allowed us to overcome the lost days and increase revenues and earnings compared to historical second quarter results. In addition, many of the engineering programs underway in Q2 of fiscal 2005 were completed successfully and introduced to production in Q2 2006. We are beginning to see the rise in revenues and earnings that we expected." For the six months ended January 29, 2006, net sales were $87.8 million, up 30.3% from the first six months of fiscal 2005. Operating income for the first six months of fiscal 2006 was $10.8 million or 12.3% of net sales. Net income for the first six months of fiscal 2006 was $7.9 million or $0.52 per diluted share. Cash and cash equivalents at January 29, 2006 were $21.8 million. During the quarter, the Company generated $1.9 million in cash from operations, and had approximately $1.0 million in capital expenditures. Herley will host a conference call on Thursday, March 9, 2005 at 9:00 A.M. Eastern Time to discuss this news. To join the conference call dial 1 (888) 425-4188, referencing Conference ID # 6191756. A taped replay of the call will be available through March 16, 2006. To listen to the replay dial: 1 (800) 642-1687 (U.S.) or 1 (706) 645-9291 (International), and Conference ID # 6191756. In addition, the conference call will be broadcast live over the Internet through PR Newswire at http://phx.corporate-ir.net/playerlink.zhtml?c=111170&s= wm&e=1226692. To listen to the live call on the Internet, go to the web site 15 minutes early to register, download and install any necessary audio software. 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 locations and over a thousand employees worldwide. 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 (UNAUDITED) (In thousands, except share data)
January 29, July 31, 2006 2005 ------------ --------------- ASSETS Current Assets: Cash and cash equivalents $ 21,769 $ 20,331 Trade accounts receivable 28,549 27,258 Costs incurred and income recognized in excess of billings on uncompleted contracts, including claims 18,923 16,058 Other receivables 1,642 1,414 Inventories, net of allowance of $4,844 in fiscal 2006 and $4,492 in fiscal 2005 56,671 53,668 Deferred taxes and other 3,853 3,782 ------------ --------------- Total Current Assets 131,407 122,511 Property, Plant and Equipment, net 29,722 29,461 Goodwill 73,372 70,831 Intangibles, net of accumulated amortization of $2,574 in fiscal 2006 and $1,680 in fiscal 2005 20,497 20,554 Other Assets 703 744 ------------ --------------- $ 255,701 $ 244,101 ============ =============== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 219 $ 797 Accounts payable and accrued expenses 21,523 24,477 Billings in excess of costs incurred and income recognized on uncompleted contracts 995 538 Income taxes payable 4,690 3,760 Reserve for contract losses 3,219 630 Advance payments on contracts 5,704 3,966 ------------ --------------- Total Current Liabilities 36,350 34,168 Long-term Debt 4,805 5,000 Other Long-term Liabilities 1,228 1,042 Deferred Income Taxes 6,263 6,254 ------------ --------------- 48,646 46,464 ------------ --------------- Commitments and Contingencies Shareholders' Equity: Common stock, $.10 par value; authorized 20,000,000 shares; issued and outstanding 14,478,975 in fiscal 2006 and 14,389,625 in fiscal 2005 1,448 1,439 Additional paid-in capital 110,564 109,118 Retained earnings 93,871 85,932 Accumulated other comprehensive income 1,172 1,148 ------------ --------------- Total Shareholders' Equity 207,055 197,637 ------------ --------------- $ 255,701 $ 244,101 ============ ===============
HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands except per share data)
Thirteen weeks ended Twenty-six weeks ended -------------------- ---------------------- January 29, January 30, January 29, January 30, 2006 2005 2006 2005 -------------- -------------- -------------- -------------- Net sales $ 45,839 $ 33,754 $ 87,777 $ 67,344 -------------- -------------- -------------- -------------- Cost and expenses: Cost of products sold 32,351 24,405 60,164 47,189 Selling and administrative expenses 8,238 6,874 16,825 12,676 -------------- -------------- -------------- -------------- 40,589 31,279 76,989 59,865 -------------- -------------- -------------- -------------- Operating Income 5,250 2,475 10,788 7,479 -------------- -------------- -------------- -------------- Other income (expense), net: Investment income 199 292 309 516 Interest expense (91) (58) (174) (137) Foreign exchange gain (loss) (10) 185 103 185 -------------- -------------- -------------- -------------- 98 419 238 564 -------------- -------------- -------------- -------------- Income before income taxes 5,348 2,894 11,026 8,043 Provision for income taxes 1,384 817 3,087 2,413 -------------- -------------- -------------- -------------- Net income $ 3,964 $ 2,077 $ 7,939 $ 5,630 ============== ============== ============== ============== Earnings per common share - Basic $ .27 $ .14 $ .55 $ .39 ============== ============== ============== ============== Basic weighted average shares 14,474 14,335 14,460 14,294 ============== ============== ============== ============== Earnings per common share - Diluted $ .26 $ .14 $ .52 $ .38 ============== ============== ============== ============== Diluted weighted average shares 15,091 15,044 15,173 14,990 ============== ============== ============== ==============
HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)
Twenty-six weeks ended ---------------------- January 29, January 30, 2006 2005 ------------ ------------ Cash flows from operating activities: Net income $ 7,939 $ 5,630 ------------ ------------ Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 3,466 2,389 Stock-based compensation expense 213 - Increase in deferred tax assets (81) - Foreign exchange (gain) loss (36) 22 Gain on sale of securities - (20) Equity in income of limited partnership - (6) Changes in operating assets and liabilities: (Increase) decrease in trade accounts receivable (1,291) 6,610 Increase in costs incurred and income recognized in excess of billings on uncompleted contracts, and claims (2,865) (2,593) Increase in other receivables (228) (123) (Increase) decrease in inventories (3,003) 484 Increase in deferred taxes and other (71) (549) Decrease in accounts payable and accrued expenses (2,954) (3,121) Increase (decrease) in billings in excess of costs incurred and income recognized on uncompleted contracts 457 (1,022) Increase in income taxes payable 930 1,708 Increase in accrual for contract losses 85 22 Increase (decrease) in advance payments on contracts 1,738 (281) Other, net 248 220 ------------ ------------ Total adjustments (3,392) 3,740 ------------ ------------ Net cash provided by operating activities 4,547 9,370 ------------ ------------ Cash flows from investing activities: Acquisition of businesses, net of cash acquired - (3,753) Acquisition of technology license (825) (1,000) Deposit on purchase price of acquired business - (1,014) Proceeds from sale of securities - 165 Partial distribution from limited partnership 11 78 Capital expenditures (2,785) (3,274) ------------ ------------ Net cash used in investing activities (3,599) (8,798) ------------ ------------ Cash flows from financing activities: Borrowings under bank line of credit 8,000 - Proceeds from exercise of stock options 999 1,599 Payments of long-term debt (753) (734) Payments under bank line of credit (8,000) - Income tax benefit from exercise of stock options 244 330 ------------- ------------- Net cash provided by financing activities 490 1,195 ------------- ------------- Net increase in cash and cash equivalents 1,438 1,767 20,331 66,181 ------------- ------------- $ 21,769 $ 67,948 ============= =============
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