-----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, Og8hVC3oZjIKAR+d6CI/8Pbf+0rfOIzI+ZyrH933PfmIzHHNcLPQcfS6JC0yQzaK JPL0H9hLOrouqaEgWagu4g== 0001201800-08-000071.txt : 20080616 0001201800-08-000071.hdr.sgml : 20080616 20080616164516 ACCESSION NUMBER: 0001201800-08-000071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080612 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080616 DATE AS OF CHANGE: 20080616 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: 08901003 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-relearnjun08.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: June 12, 2008 (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-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 filing. Item 2.02 Results of Operations and Financial Condition On June 12, 2008, Herley Industries, Inc. issued an earnings press release announcing its financial results for the third quarter ended May 4, 2008. 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 June 12, 2008, announcing the Registrant's financial results for the third quarter ended May 4, 2008. 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/ Myron Levy ------------------------------------ Myron Levy Chairman and Chief Executive Officer Dated: June 16, 2008 EX-99 2 hrlyrelearnjun08-ex99.txt HERLEY REPORTS THIRD QUARTER RESULTS CONFERENCE CALL SCHEDULED FOR FRIDAY, JUNE 13, 2008 Lancaster, PA. June 12, 2008 Herley Industries, Inc. (Nasdaq: HRLY) today reported financial results for the third quarter ended May 4, 2008. Herley reported net sales for the third quarter of $38.5 million, down $5.9 million or 13% from the third quarter of the prior fiscal year. Herley reported a basic and diluted loss of $0.27 per share including the impact of a litigation settlement agreement with the United States Department of Justice, as compared with basic and diluted earnings per share of $0.28 and $0.27, respectively, for the thirteen weeks ended April 29, 2007. Excluding the impact of the litigation settlement costs in fiscal 2008, basic and diluted earnings per common share in the third quarter would have been $ 0.15 for the thirteen weeks ended May 4, 2008 as compared to basic and diluted earnings per common share of $0.28 and $0.27, respectively, for the thirteen weeks ended April 29, 2007. On a year-to-date basis, excluding the impact of both the litigation settlement costs in fiscal 2008 and the employment contract settlement costs in fiscal 2007, basic and diluted earnings per common share in 2008 would have been $ 0.07 for the forty weeks ended May 4, 2008 as compared to basic and diluted earnings per common share of $0.46 and $0.44, respectively, for the thirty-nine weeks ended April 29, 2007. A non-recurring income tax benefit of $2.7 million is included in the results for both the thirteen weeks ended May 4, 2008 and the forty weeks ended May 4, 2008. A reconciliation of the Non-GAAP earnings per common share calculation is as follows: (In thousands, except share data)
Thirteen weeks ended May 4, 2008 April 29, 2007 ----------------------------- --------------- Non-GAAP As Reported As Reported Measure * Under GAAP Under GAAP ------------- -------------- --------------- (Loss) income before income taxes ($10,859) ($10,859) $4,176 Litigation settlement 9,500 - - ------------- -------------- --------------- (Loss) income before income taxes (1,359) (10,859) 4,176 (Benefit) provision for income taxes (3,425) (7,267) 298 ------------- -------------- --------------- Net income (loss) $2,066 ($3,592) $3,878 Earnings (loss) per common share - Basic $0.15 ($0.27) $0.28 ============= ============== =============== Basic weighted average shares 13,507 13,507 13,969 Earnings (loss) per common share - Diluted $0.15 ($0.27) $0.27 ============= ============== =============== Basic weighted average shares 13,709 13,507 14,449 ============= ============== ===============
For information at Herley contact: Peg Guzzetti Tel: (717) 735-8117 Investor Relations www.herley.com (In thousands, except share data)
Forty weeks ended Thirty-nine weeks ended May 4, 2008 April 29, 2007 ----------------------------- --------------------------------- Non-GAAP As Reported Non-GAAP As Reported Measure * Under GAAP Measure * Under GAAP ------------ -------------- --------------- --------------- (Loss) before income taxes ($19,336) ($19,336) ($489) ($489) Employment contract settlement - - 8,914 - Litigation settlements 15,542 - - - ------------ -------------- --------------- --------------- (Loss) income before income taxes (3,794) (19,336) 8,425 (489) (Benefit) provision for income taxes (4,713) (9,313) 2,084 (29) ------------ -------------- --------------- --------------- Net income (Loss) $919 ($10,023) $6,341 ($460) ============ ============== =============== =============== Earnings (loss) per common share - Basic $0.07 ($0.73) $0.46 ($0.03) ============ ============== =============== =============== Basic weighted average shares 13,696 13,696 13,911 13,911 ============ ============== =============== =============== Earnings (loss) per common share - Diluted $0.07 ($0.73) $0.44 ($0.03) ============ ============== =============== =============== Basic weighted average shares 14,053 13,696 14,369 13,911 ============ ============== =============== =============== - --- * The non-GAAP disclosure of net income and basic and diluted earnings per common share is not preferable to GAAP net income and earnings per common share but is shown as a supplement to such disclosure for comparability to the prior year's results. Management believes that this information is important to investors for a meaningful analysis of our financial performance.
Myron Levy, Herley Chairman and CEO commented, "It is no surprise that the Company's third quarter and fiscal year results were affected by very unusual and significant events. The good news is that these events are finally behind us and we are looking to the future. Management is in the process of reviewing our fiscal 2009 budgets. For the first time in several years, I believe that legal expense will not be a dominant factor. During the budgeting process we carefully review the military and commercial programs that are important to Herley's success. By evaluating our past successes, we can more successfully plan for FY 2009 and beyond. We believe that our strong past performance on well-funded, long-term U. S. military programs such as Trident D-5, EA-18G, AN/ARA-63 Tactical Instrument Landing System, and AMRAAM, will contribute significantly to our continued success for the long term. The Company's bookings continue to be strong; we have a record-level backlog; and we continue to extend our reach into the international market. We are also continuing to take the steps necessary to achieve more efficient operations, so that we can better meet the requirements of current and future customers." Mr. Levy will host a conference call on June 13, 2008 at 9:00 a.m. Eastern time to discuss financial results for the third quarter ended May 4, 2008. To join the conference call dial 1 (888) 425-4188, referencing Conference ID 50633300. A taped replay of the call will be available on June 13, 2008 at 11:00 a.m. through June 20, 2008 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 50633300. In addition, the conference call will be broadcast live over the Internet and can be accessed through the following URL: http://www.videonewswire.com/event. asp?id=49000. To listen to the live call on the Internet, go to the web site at least 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 eight manufacturing locations and approximately 965 employees. Additional information about the Company can be found on the Internet at 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. 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, and general economic conditions. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments. - -------------------------------------------------------------------------------- HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
May 4, 2008 July 29, 2007 (Unaudited) ------------------ ------------------ ASSETS Current Assets: Cash and cash equivalents $ 20,583 $ 35,181 Trade accounts receivable, net 23,548 28,058 Income Taxes Receivable 2,056 819 Costs incurred and income recognized in excess of billings on uncompleted contracts and claims 19,833 14,448 Other receivables 3,837 2,816 Inventories, net 60,321 51,815 Deferred income taxes 11,340 4,254 Other current assets 1,546 1,069 ------------------ ------------------ Total Current Assets 143,064 138,460 Property, Plant and Equipment, net 30,957 29,996 Goodwill 73,903 74,044 Intangibles, net of accumulated amortization of $6,943 at May 4, 2008 and $5,256 at July 29, 2007 16,624 18,431 Other Assets 551 1,662 ------------------ ------------------ Total Assets $ 265,099 $ 262,593 ================== ================== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 1,387 $ 1,346 Current portion of employment settlement agreement - (net of imputed interest of $124 at May 4, 2008 and $245 at July 29, 2007) 1,234 1,113 Current portion of litigation settlements (net of imputed interest of $62) 10,438 - Accounts payable, accrued expenses and other 30,903 21,719 Billings in excess of costs incurred and income recognized on uncompleted contracts 527 99 Income taxes payable 411 3,518 Advance payments on contracts 7,111 7,163 ------------------ ------------------ Total Current Liabilities 52,011 34,958 Long-term Debt 4,927 5,951 Long-term Portion of Employment Settlement Agreement - (net of imputed interest of $471 at May 4, 2008 and $580 at July 29, 2007) 3,192 4,117 Long-term portion of litigation settlement (net of imputed interest of $122) 878 - Other Long-term Liabilities 1,598 1,311 Deferred Income Taxes 8,675 6,615 Accrued Income Taxes Payable 507 - ------------------ ------------------ Total Liabilities 71,788 52,952 ------------------ ------------------ Commitments and Contingencies Shareholders' Equity: Common stock, $.10 par value; authorized 20,000,000 shares; issued and outstanding 13,510,177 at May 4, 2008, and 13,977,115 at July 29, 2007 1,351 1,398 Additional paid-in capital 101,085 107,094 Retained earnings 89,381 99,404 Accumulated other comprehensive income 1,494 1,745 ------------------ ------------------ Total Shareholders' Equity 193,311 209,641 ------------------ ------------------ Total Liabilities and Shareholders' Equity $ 265,099 $ 262,593 ================== ==================
HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except per share data) (Unaudited)
Forty weeks Thirty-nine Thirteen weeks ended ended weeks ended May 4, April 29, May 4, April 29, 2008 2007 2008 2007 ----------------- ----------------- ----------------- --------------- Net sales $ 38,549 $ 44,401 $ 108,343 $ 122,514 ----------------- ----------------- ----------------- --------------- Cost and expenses: Cost of products sold 29,982 31,687 84,790 89,528 Selling and administrative expenses 9,951 8,895 27,869 25,315 Litigation settlements 9,500 - 15,542 - Employment contract settlement costs - - - 8,914 ----------------- ----------------- ----------------- --------------- 49,433 40,582 128,201 123,757 ----------------- ----------------- ----------------- --------------- (Loss) income from operations (10,884) 3,819 (19,858) (1,243) ----------------- ----------------- ----------------- --------------- Other income (expense): Investment income 147 375 955 854 Interest expense (164) (213) (427) (578) Foreign exchange transactions gain (loss) 42 195 (6) 478 ----------------- ----------------- ----------------- --------------- 25 357 522 754 ----------------- ----------------- ----------------- --------------- (Loss) income before income taxes (10,859) 4,176 (19,336) (489) (Benefit) provision for income taxes (7,267) 298 (9,313) (29) ----------------- ----------------- ----------------- --------------- Net (loss) income $ (3,592) $ 3,878 $ (10,023) $ (460) ================= ================= ================= =============== (Loss) earnings per common share - Basic $ (.27) $ .28 $ (.73) $ (.03) ================= ================= ================= =============== Basic weighted average shares 13,507 13,969 13,696 13,911 ================= ================= ================= =============== (Loss) earnings per common share - Diluted $ (.27) $ .27 $ (.73) $ (.03) ================= ================= ================= =============== Diluted weighted average shares 13,507 14,449 13,696 13,911 ================= ================= ================= ===============
HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)
Forty weeks ended Thirty-nine weeks ended May 4, 2008 April 29, 2008 ------------------------ ------------------------ Cash flows from operating activities: Net Loss $ (10,023) $ (460) ------------------------ ------------------------ Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization 5,573 5,271 Stock-based compensation costs 800 326 Excess tax benefit from exercises of stock options (57) (235) Employment contract settlement costs (includes $196 of stock option modification costs) - 5,914 Litigation settlement costs 15,442 - Imputed interest 347 199 Deferred tax benefit (4,999) (2,314) Loss (gain) on sale of fixed assets 8 (107) Foreign exchange transaction losses (gains) 48 (96) Inventory valuation reserve charges 1,287 1,102 Reduction in accrual for contract losses (826) (699) Warranty reserve charges 848 976 Changes in operating assets and liabilities: Trade accounts receivable 4,416 (243) Income taxes receivable (1,237) - Costs incurred and income recognized in excess of billings on uncompleted contracts and claims (5,385) 334 Other receivables (1,021) (1,310) Inventories (9,876) (389) Other current assets (477) (438) Accounts payable, accrued expenses and other 10,079 (3,597) Billings in excess of costs incurred and income recognized on uncompleted contracts 428 51 Income taxes payable (2,543) 1,796 Employment settlement payments (1,034) (443) Litigation settlement payments (4,000) - Advance payments on contracts (52) 4,202 Other, net (531) 449 ------------------------ ------------------------ Total adjustments 7,238 10,749 ------------------------ ------------------------ Net cash (used in) provided by operating activities (2,785) 10,289 ------------------------ ------------------------ Cash flows from investing activities: Acquisition of technology license - (179) Proceeds from sale of fixed assets - 202 Capital expenditures (3,912) (3,516) ------------------------ ------------------------ Net cash used in investing activities (3,912) (3,493) ------------------------ ------------------------ Cash flows from financing activities: Borrowings under bank line of credit 13,900 13,000 Borrowings - other - 1,746 Proceeds from exercise of stock options 225 1,164 Excess tax benefit from exercises of stock options 57 235 Payments of long-term debt (1,044) (690) Payments under bank line of credit (13,900) (13,000) Purchase of treasury stock (7,138) - ------------------------ ------------------------ Net cash (used in) provided by financing activities (7,900) 2,455 ------------------------ ------------------------ Effect of exchange rate changes on cash (1) 8 ------------------------ ------------------------ Net (decrease) increase in cash and cash equivalents (14,598) 9,259 Cash and cash equivalents at beginning of period 35,181 22,303 ------------------------ ------------------------ Cash and cash equivalents at end of period $ 20,583 $ 31,562 ======================== ========================
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