-----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, TSFejDEsw3NPz3Pz3P/ZM0QthfPn6Kend8rJ22y3fAtILiedeCUXMAoxoWmSV+Cr 92bcNbl9ZNjklwFwr/UUag== 0001201800-07-000178.txt : 20071017 0001201800-07-000178.hdr.sgml : 20071017 20071017165746 ACCESSION NUMBER: 0001201800-07-000178 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071012 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071017 DATE AS OF CHANGE: 20071017 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: 071176940 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 hrly8k-relearnoct2007.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: October 12, 2007 (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 (17 CFR 240.14d-2(b) [ ] 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 October 12, 2007, Herley Industries, Inc. issued an earnings press release announcing its financial results for the year ended July 29, 2007. A copy of the earnings 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 October 12, 2007, as amended, announcing the Registrant's financial results for the year ended July 29, 2007. 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/ Kevin J. Purcell ------------------------------------------ Kevin J. Purcell Vice President and Chief Financial Officer Dated: October 17, 2007 EX-99 2 hrly8krelearn-oct2007ex99.txt PRESS RELEASE AMENDED RELEASE HERLEY REPORTS 4TH QUARTER AND YEAR-END RESULTS o Net Income for the Fourth Quarter was $ 0.25 per diluted share o Revenues Down Slightly For the Year o Backlog Up at Year End Lancaster, PA, October 12, 2007. Herley Industries, Inc. (Nasdaq: HRLY) today reported its financial results for the fourth quarter and fiscal year ended July 29, 2007. Net income during the fourth quarter of 2007 was $3.6 million or $.25 per diluted share, as compared to $713,000 or $.05 per diluted share in the fourth quarter of 2006. Net sales for the fourth quarter ended July 29, 2007 were $40.6 million, down 5.1% when compared to $42.8 million for the fourth quarter of fiscal year 2006. Net sales for the fifty-two weeks ended July 29, 2007 were approximately $163.1 million compared to $176.3 million for fiscal 2006, a decrease of $13.2 million or 7.5%. Net income for the fifty-two weeks ended July 29, 2007 was approximately $3.1 million compared to $10.3 million for fiscal year 2006. Myron Levy, Herley's Chairman and CEO, said, "This has been a tough year. Our first quarter saw the departure of our founder and Chairman. In addition, the Company was suspended for almost the entire first quarter. The suspension permitted us to continue shipping from our backlog, but made it difficult to book new business. As we were recovering after the suspension was lifted, and getting our operations back on track, we were hit with a second suspension of about six weeks, or almost half of the fourth quarter. It is difficult to focus our energies on the Company's profitability in these times. Much of the efforts of our management team, much of my efforts and those of our board of directors, were focused on getting our suspension lifted and corrective actions implemented. Fortunately, our customers, including all of the U. S. Defense agencies, stayed with us and have remained good customers during this very difficult period. While we are not satisfied with the results for the fourth quarter and fiscal year, it is important to note that despite the effects of the suspensions and the costs associated with implementation of the Administrative Agreement, the Company was able to report a profit for its fourth quarter and its fiscal year. - -------------------------------------------------------------------------------- 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. When used in this report, words such as "anticipated," "believes," "could," "estimates," "expects," "may," "plans," "potential" and "intends" and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the belief of the Company's management, as well as assumptions made by and information currently available to the Company's management. 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, the effects of the previously announced indictment of the Company and general economic conditions. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments. - -------------------------------------------------------------------------------- Hopefully, we are past the rough times, and can now fully implement our growth strategies and focus our attention to the bottom line. Our new management team, headed up by Jeff Markel is taking hold, and we expect to see the results of the new operating plans reflected as higher earnings as we go through fiscal 2008. We begin the new fiscal year with a strong backlog of $137 million, up from $125 million at the end of last year, and bookings have been strong in the first quarter. As we look into the future, we continue to work toward our goal of increased international business and are targeting new long-term programs both domestically and internationally." A Conference Call was held at 9:00 a.m. Eastern Time on Friday, October 12, 2007. Replay of the conference call is available through October 19, 2007 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 Conference ID# 19657632. This conference call was broadcast live over the Internet and can be accessed by interested parties through URL: http://www.videonewswire.com/event.asp?id=42933 ----------------------------------------------- for those who were not available to listen to the live broadcast. 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 eight manufacturing locations and approximately 975 employees. Additional information about the company can be found on the Internet at www.herley.com. For information at Herley contact: www.herley.com Peg Guzzetti Tel: (717) 735-8117 HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
July 29, July 30, 2007 2006 ------------ ------------ ASSETS Current Assets: Cash and cash equivalents $ 35,181 $ 22,303 Trade accounts receivable, net 28,058 30,600 Income Taxes Receivable 819 - Costs incurred and income recognized in excess of billings on uncompleted contracts and claims 14,448 13,926 Other receivables 2,816 769 Inventories, net 51,815 52,909 Deferred income taxes 4,254 3,745 Other current assets 1,069 1,187 ------------ ------------ Total Current Assets 138,460 125,439 Property, Plant and Equipment, net 29,996 30,478 Goodwill 74,044 73,612 Intangibles, net of accumulated amortization of $5,256 in 2007 and $3,468 in 2006 18,431 19,989 Other Assets 1,662 1,932 ------------ ------------ Total Assets $ 262,593 $ 251,450 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 1,346 $ 630 Current portion of employment settlement agreement - (net of imputed interest) 1,113 - Accounts payable and accrued expenses 19,049 21,503 Billings in excess of costs incurred and income recognized on uncompleted contracts 99 555 Income taxes payable 3,518 3,395 Accrual for contract losses 1,564 2,959 Accrual for warranty costs 1,106 986 Advance payments on contracts 7,163 3,323 ------------ ------------ Total Current Liabilities 34,958 33,351 Long-term Debt 5,951 5,948 Long-term Portion of Employment Settlement Agreement - (net of imputed interest of $580) 4,117 - Other Long-term Liabilities 1,311 1,265 Deferred Income Taxes 6,615 7,416 ------------ ------------ Total Liabilities 52,952 47,980 ------------ ------------ Commitments and Contingencies Shareholders' Equity: Common stock, $.10 par value; authorized 20,000,000 shares; issued and outstanding 13,977,115 in 2007, and issued 14,660,716 and outstanding 13,862,149 in 2006 1,398 1,466 Additional paid-in capital 107,094 113,418 Retained earnings 99,404 96,286 Treasury stock, 798,567 common shares, at cost - (9,044) Accumulated other comprehensive income 1,745 1,344 ------------ ------------ Total Shareholders' Equity 209,641 203,470 ------------ ------------ Total Liabilities and Shareholders' Equity $ 262,593 $ 251,450 ============ ============
HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except per share data)
Thirteen weeks ended Fifty-two weeks ended -------------------- --------------------- July 29, July 30, July 29, July 30, 2007 2006 2007 2006 --------------- -------------- --------------- -------------- Net sales $ 40,626 $ 42,802 $ 163,140 $ 176,268 --------------- -------------- --------------- -------------- Cost and expenses: Cost of products sold 29,306 33,021 118,834 127,921 Selling and administrative expenses 8,875 9,181 34,190 34,966 Employment contract settlement costs - - 8,914 - --------------- -------------- --------------- -------------- 38,181 42,202 161,938 162,887 --------------- -------------- --------------- -------------- Operating Income 2,445 600 1,202 13,381 --------------- -------------- --------------- -------------- Other income (expense), net: Investment income 332 262 1,186 840 Interest expense (212) (77) (790) (319) Foreign exchange gain (loss) 23 158 501 431 --------------- -------------- --------------- -------------- 143 343 897 952 --------------- -------------- --------------- -------------- Income before income taxes 2,588 943 2,099 14,333 (Benefit) provision for income taxes (990)(1) 230 (1,019) 3,979 --------------- -------------- --------------- -------------- Net income $ 3,578 (1) $ 713 $ 3,118 $ 10,354 =============== ============== =============== ============== Earnings per common share - Basic $ .26 (1) $ .05 $ .22 $ .72 =============== ============== =============== ============== Basic weighted average shares 13,977 14,363 13,927 14,463 =============== ============== =============== ============== Earnings per common share - Diluted $ .25 (1) $ .05 $ .22 $ .69 =============== ============== =============== ============== Diluted weighted average shares 14,480 14,828 14,395 15,097 =============== ============== =============== ============== NOTE (1) The (Benefit) provision for income taxes, net income, Earnings per common share - Basic, and Earnings per common share - Diluted, for the thirteen weeks ended July 29, 2007 were prevously reported as ($1,256), $3,844, $0.28, and $0.27, respectively.
HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
Fifty-two weeks ended --------------------- July 29, July 30, July 31, 2007 2006 2005 ------------ ----------- ------------ Cash flows from operating activities: Net Income $ 3,118 $ 10,354 $ 10,781 ------------ ----------- ------------ Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,177 7,096 5,683 Stock-based compensation costs 1,007 453 - Excess tax benefit from exercises of stock options (256) (703) - Employment contract settlement costs (includes $196 of stock option modification costs) 8,914 - - Imputed interest related to employment settlement liability 283 - - Foreign exchange transaction (gains) losses (501) (431) 291 Inventory valuation reserve charges 1,283 1,475 804 Reduction in accrual for contract losses (1,144) - - Warranty reserve charges 1,304 726 965 Gain on sale of fixed assets (105) - (8) Equity in income of limited partnership - (52) (54) Deferred tax provision (1,310) 218 1,099 Changes in operating assets and liabilities: Trade accounts receivable 2,542 (3,342) 2,590 Income Taxes Receivable (819) - - Costs incurred and income recognized in excess of billings on uncompleted contracts and claims (522) 2,132 (1,626) Other receivables (2,047) 645 (576) Inventories, net (189) (2,794) (2,515) Other current assets 118 157 (430) Accounts payable and accrued expenses (3,246) (2,357) 350 Billings in excess of costs incurred and income recognized on uncompleted contracts (456) 17 (1,596) Income taxes payable 379 338 2,306 Accrual for contract losses (251) (175) (500) Employment settlement agreement (3,771) - - Advance payments on contracts 3,840 1,435 (4,827) Other, net 327 136 221 ------------ ----------- ------------ Total adjustments 12,557 4,974 2,177 ------------ ----------- ------------ Net cash provided by operating activities 15,675 15,328 12,958 ------------ ----------- ------------ Cash flows from investing activities: Acquisition of businesses, net of cash acquired - - (51,407) Acquisition of technology license (179) (1,256) (2,300) Proceeds from sale of securities - - 165 Proceeds from sale of fixed assets 204 - 17 Partial distribution from limited partnership - 111 109 Capital expenditures (4,972) (6,227) (5,404) ------------ ----------- ------------ Net cash used in investing activities (4,947) (7,372) (58,820) ------------ ----------- ------------ Cash flows from financing activities: Borrowings under bank line of credit 17,900 16,500 - Borrowings - other 1,746 - - Proceeds from exercise of stock options 1,219 3,171 3,534 Excess tax benefit from exercises of stock options 256 703 - Payments of long-term debt (1,038) (805) (804) Payments under bank line of credit (17,900) (16,500) - Purchase of treasury stock (26) (9,044) (2,728) ------------ ----------- ------------ Net cash provided by (used in) financing activities 2,157 (5,975) 2 ------------ ----------- ------------ Effect of exchange rate changes on cash (7) (9) 10 ------------ ----------- ------------ Net increase (decrease) in cash and cash equivalents 12,878 1,972 (45,850) Cash and cash equivalents at beginning of period 22,303 20,331 66,181 ------------ ----------- ------------ Cash and cash equivalents at end of period $ 35,181 $ 22,303 $ 20,331 ============ =========== ============ Supplemental cash flow information: Financing of computer software and maintenance $ 1,627 =========== Retirement of 800,231 shares of treasury stock $ 9,070 ============
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