-----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, AOWJAU7H886sY4eLcnoj9tXOb/zr9I298oh05N+R+tCItoknKio2wARfqC+t66za i2W8qD81Jkl6yk5NiONLKA== 0001380878-06-000011.txt : 20061212 0001380878-06-000011.hdr.sgml : 20061212 20061212152340 ACCESSION NUMBER: 0001380878-06-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061211 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061212 DATE AS OF CHANGE: 20061212 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: 061271472 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 hrly8krelearn-dec06.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: December 11, 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 (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 December 11, 2006, Herley Industries, Inc. issued an earnings press release announcing its financial results for the first quarter ended October 29, 2006. 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 December 11, 2006, announcing the Registrant's financial results for the first quarter ended October 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/ Myron Levy --------------------------------- Myron Levy Chairman and Chief Executive Officer Dated: December 12, 2006 EX-99 2 hrly8kdec06-ex99.txt PRESS RELEASE Exhibit 99 HERLEY REPORTS 1ST QUARTER RESULTS CONFERENCE CALL SCHEDULED FOR TUESDAY, DECEMBER 12, 2006 Lancaster, PA. December 11, 2006. Herley Industries, Inc. (Nasdaq:HRLY) reported net sales for the first quarter ended October 29, 2006 of $40.1 million, down $1.8 million or 4.3% from the first quarter of last year. Herley reported a loss of ($0.43) per share which included the impact of employment contract settlement costs for the Company's former Chairman. Excluding the impact of the employment contract settlement costs, basic and diluted earnings per common share would have been $.07 for the thirteen weeks ended October 29, 2006 as compared to basic and diluted earnings per common share of $.28 and $.26, respectively for the thirteen weeks ended October 30, 2005. A reconciliation of the Non-GAAP earnings per common share calculation is as follows:
Thirteen weeks ended -------------------- Non-GAAP Measure As Reported Under GAAP ------- ---------------------- October 29, October 29, October 30, 2006 2006 2005 ---- ---- ---- (Loss) income before income taxes ($7,561) ($7,561) $5,678 Employment contract settlement costs 8,914 - - Income before income taxes 1,353 (7,561) 5,678 ------ ------ ------ Provision (benefit) for income taxes 381 (1,550) 1,703 ------ ------ ------ Net income (loss) $972 ($6,011) $3,975 ====== ====== ====== Earnings (loss) per common share - Basic $0.07 ($0.43) $0.28 ====== ====== ====== Basic weighted average shares 13,862 13,862 14,446 ====== ====== ====== Earnings (loss) per common share - Diluted $0.07 ($0.43) $0.26 ====== ====== ====== Basic weighted average shares 14,148 13,862 15,240 ====== ====== ======
John M. Kelley, Herley's President stated, "We are very pleased that the suspension has been lifted and we are able to conduct business as usual. Since the lifting of the suspension, order placement has been strong, as reflected by our first quarter book to bill ratio of 1.12 to 1. We expect bookings to be brisk as our customers submit orders unencumbered by the suspension." Herley will host a conference call on Tuesday December 12, 2006 at 9:30 A.M. Eastern Standard Time to discuss the quarter. To join the conference call dial 1 (888) 425-4188, referencing Conference ID 4210073. A taped replay of the call will be available through December 19, 2006. To listen to the replay dial: 1 (800) 642 1687 (U.S.) or 1 (706) 645-9291 (International), and Conference ID 4210073. 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=36988 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 eight 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. 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 recently 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. HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
October 29, July 30, 2006 2006 -------------- ---------- (Unaudited) (Audited) ASSETS Current Assets: Cash and cash equivalents $ 21,482 $ 22,303 Trade accounts receivable 30,930 30,600 Costs incurred and income recognized in excess of billings on uncompleted contracts and claims 13,258 13,926 Other receivables 1,204 769 Inventories, net 52,172 52,909 Deferred income taxes and other 5,963 4,932 -------------- ---------- Total Current Assets 125,009 125,439 Property, Plant and Equipment, net 30,184 30,478 Goodwill 73,612 73,612 Intangibles, net of accumulated amortization of $3,915 at October 29, 2006 and $3,468 at July 30, 2006 19,721 19,989 Other Assets 2,037 1,932 -------------- ---------- $ 250,563 $ 251,450 ============== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 1,278 $ 630 Current portion of employment settlement agreement - (net of imputed interest of $342) 816 - Accounts payable and accrued expenses 19,809 21,503 Billings in excess of costs incurred and income recognized on uncompleted contracts 589 555 Income taxes payable 4,072 3,395 Accrual for contract losses 2,794 2,959 Accrual for warranty costs 1,068 986 Advance payments on contracts 3,584 3,323 -------------- ---------- Total Current Liabilities 34,010 33,351 Long-term Debt 6,909 5,948 Long-term Portion of Employment Settlement Agreement - (net of imputed interest of $728) 4,920 - Other Long-term Liabilities 1,390 1,265 Deferred Income Taxes 5,605 7,416 -------------- ---------- 52,834 47,980 -------------- ---------- Commitments and Contingencies Shareholders' Equity: Common stock, $.10 par value; authorized 20,000,000 shares; issued 14,660,716 and outstanding 13,862,149 1,466 1,466 Additional paid-in capital 113,730 113,418 Retained earnings 90,275 96,286 Treasury stock, 798,567 common shares at cost (9,044) (9,044) Accumulated other comprehensive income 1,302 1,344 -------------- ---------- Total Shareholders' Equity 197,729 203,470 -------------- ---------- $ 250,563 $ 251,450 ============== ==========
HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands except per share data)
Thirteen weeks ended October 29, October 30, 2006 2005 ------------ ------------ Net sales $ 40,116 $ 41,938 ------------ ------------ Cost and expenses: Cost of products sold 29,831 27,813 Selling and administrative expenses 9,022 8,587 Employment contract settlement costs 8,914 - ------------ ------------ 47,767 36,400 ------------ ------------ (Loss) income from operations (7,651) 5,538 ------------ ------------ Other income (expense), net: Investment income 216 110 Interest expense (143) (83) Foreign exchange gain 17 113 ------------ ------------ 90 140 ------------ ------------ (Loss) income before income taxes (7,561) 5,678 (Benefit) provision for income taxes (1,550) 1,703 ------------ ------------ Net (loss) income $ (6,011) $ 3,975 ============ ============ (Loss) earnings per common share - Basic $ (.43) $ .28 ============ ============ Basic weighted average shares 13,862 14,446 ============ ============ (Loss) earnings per common share - Diluted $ (.43) $ .26 ============ ============ Diluted weighted average shares 13,862 15,240 ============ ============
HERLEY INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)
Thirteen weeks ended -------------------- October 29, October 30, 2006 2005 --------------- --------------- Cash flows from operating activities: Net (loss) income $ (6,011) $ 3,975 --------------- --------------- Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization 1,751 1,730 Stock-based compensation expense 116 78 Excess tax benefit from exercise of stock options - (216) Employment contract settlement costs (includes $196 of stock option modification costs) 5,914 - Deferred tax assets and liabilities (2,301) (30) Foreign exchange gain (27) (31) Inventory valuation reserve charges 287 331 Changes in operating assets and liabilities: Trade accounts receivable (330) (437) Costs incurred and income recognized in excess of billings on uncompleted contracts and claims 668 (1,357) Other receivables (435) 114 Inventories 450 (2,844) Other current assets (649) (139) Accounts payable and accrued expenses (1,695) (489) Billings in excess of costs incurred and income recognized on uncompleted contracts 34 218 Income taxes payable 677 1,681 Accrual for contract losses (165) (210) Advance payments on contracts 261 145 Other, net 250 123 --------------- --------------- Total adjustments 4,806 (1,333) --------------- --------------- Net cash (used in) provided by operating activities (1,205) 2,642 --------------- --------------- Cash flows from investing activities: Acquisition of technology license (179) (375) Capital expenditures (1,016) (1,820) --------------- --------------- Net cash used in investing activities (1,195) (2,195) --------------- --------------- Cash flows from financing activities: Borrowings under bank line of credit 4,500 4,000 Borrowings - other 1,746 - Proceeds from exercise of stock options - 898 Payments of long-term debt (167) (727) Payments under bank line of credit (4,500) (4,000) Excess tax benefit from exercises of stock options - 216 --------------- --------------- Net cash provided by financing activities 1,579 387 --------------- --------------- Net (decrease) increase in cash and cash equivalents (821) 834 Cash and cash equivalents at beginning of period 22,303 20,331 --------------- --------------- Cash and cash equivalents at end of period $ 21,482 $ 21,165 =============== ===============
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