UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended: January 28, 2001
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ..............to..............
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)
3061 Industry Drive, Lancaster, Pennsylvania 17603
-------------------------------------------- --------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (717) 397-2777
-------------
--------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
[ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of March 6, 2001 - 7,020,086 shares of Common Stock.
HERLEY INDUSTRIES, INC
AND SUBSIDIARIES
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION PAGE
----
Item 1 - Financial Statements:
Consolidated Balance Sheets -
January 28, 2001 and July 30, 2000 2
Consolidated Statements of Income -
For the thirteen and twenty-six weeks ended
January 28, 2001 and January 30, 2000 3
Consolidated Statements of Cash Flows -
For the twenty-six weeks ended
January 28, 2001 and January 30, 2000 4
Notes to Consolidated Financial Statements 5
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3 - Quantitative and Qualitative Disclosures About Market Risk 10
PART II -OTHER INFORMATION 11
Signatures 12
HERLEY INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share data)
January 28, July 30,
2001 2000
------------ ----------
(Unaudited) (Audited)
ASSETS
Current Assets:
Cash and cash equivalents $ 11,981 $ 7,665
Accounts receivable 15,903 14,315
Costs incurred and income recognized in excess
of billings on uncompleted contracts 964 146
Other receivables 105 293
Inventories 28,508 23,045
Deferred taxes and other 2,828 2,795
--------- ---------
Total Current Assets 60,289 48,259
Property, Plant and Equipment, net 19,553 18,004
Intangibles, net of amortization of $3,799 at
January 28, 2001 and $3,095 at July 30, 2000 26,471 18,096
Available-For-Sale Securities 146 146
Other Investments 1,054 1,020
Other Assets 1,107 1,131
--------- ---------
$ 108,620 $ 86,656
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 284 $ 282
Accounts payable and accrued expenses 13,182 9,602
Income taxes payable 778 1,426
Reserve for contract losses 296 467
Advance payments on contracts 1,039 1,006
--------- ---------
Total Current Liabilities 15,579 12,783
Long-term Debt 2,811 2,931
Deferred Income Taxes 5,451 5,571
--------- ---------
23,841 21,285
--------- ---------
Commitments and Contingencies
Shareholders' Equity:
Common stock, $.10 par value; authorized
20,000,000 shares; issued and outstanding
7,018,086 at January 28, 2001 and 5,993,870
at July 30, 2000 702 599
Additional paid-in capital 45,479 29,808
Retained earnings 38,598 34,964
--------- ---------
Total Shareholders' Equity 84,779 65,371
--------- ---------
$ 108,620 $ 86,656
========= =========
The accompanying notes are an integral part of these financial statements.
2
HERLEY INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands except per share data)
Thirteen weeks ended Twenty-six weeks ended
-------------------- ----------------------
January 28, January 30, January 28, January 30,
2001 2000 2001 2000
----------- ----------- ----------- -----------
Net sales $ 18,322 $ 16,217 $ 36,416 $ 32,357
-------- -------- -------- --------
Cost and expenses:
Cost of products sold 12,367 10,313 23,606 19,978
Selling and administrative expenses 3,579 3,142 7,384 6,388
-------- -------- -------- --------
15,946 13,455 30,990 26,366
-------- -------- -------- --------
Operating income 2,376 2,762 5,426 5,991
-------- -------- -------- --------
Other income (expense):
Investment income 157 47 281 101
Interest expense (64) (309) (114) (581)
-------- -------- -------- --------
93 (262) 167 (480)
-------- -------- -------- --------
Income before income taxes 2,469 2,500 5,593 5,511
Provision for income taxes 865 874 1,959 1,928
-------- -------- -------- --------
Net income $ 1,604 $ 1,626 $ 3,634 $ 3,583
======== ======== ======== ========
Earnings per common share - Basic $ .23 $ .36 $ .57 $ .76
=== === === ===
Basic weighted average shares 6,842 4,563 6,416 4,684
===== ===== ===== =====
Earnings per common share - Diluted $ .22 $ .34 $ .51 $ .72
=== === === ===
Diluted weighted average shares 7,400 4,844 7,088 4,972
===== ===== ===== =====
The accompanying notes are an integral part of these financial statements.
3
HERLEY INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
Twenty-six weeks ended
----------------------
January 28, January 30,
2001 2000
------------ ------------
Cash flows from operating activities:
Net income $ 3,634 $ 3,583
---------- ----------
Adjustments to reconcile net income to
net cash provided by operations:
Depreciation and amortization 2,171 1,913
(Gain) on sale of fixed assets - (18)
Equity in income of limited partnership (34) (35)
Decrease (increase) in deferred tax assets 38 (90)
(Decrease) increase in deferred tax liabilities (120) 429
Changes in operating assets and liabilities:
(Increase) in accounts receivable (331) (649)
(Increase) in costs incurred and income recognized
in excess of billings on uncompleted contracts (818) -
Decrease (increase) in other receivables 188 (11)
(Increase) in inventories (3,991) (1,916)
(Increase) in prepaid expenses and other (71) (183)
(Decrease) increase in accounts payable and
accrued expenses (1,009) 369
(Decrease) increase in income taxes payable (648) 631
(Decrease) in reserve for contract losses (171) (165)
Increase in advance payments on contracts 33 620
Other, net ( -
---------- ----------
Total adjustments (4,777) 895
---------- ----------
Net cash (used in) provided by operating activities (1,143) 4,478
---------- ----------
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired (8,373) (6,020)
Proceeds from sale of fixed assets - 4,124
Capital expenditures (1,177) (1,794)
---------- ----------
Net cash (used in) investing activities (9,550) (3,690)
---------- ----------
Cash flows from financing activities:
Borrowings under bank line of credit 1,000 11,500
Proceeds from exercise of stock options and warrants 15,968 226
Payments under lines of credit (1,000) (4,000)
Payments of long-term debt (765) (204)
Purchase of treasury stock (194) (7,565)
---------- ----------
Net cash provided by (used in) financing activities 15,009 (43)
---------- ----------
Net increase in cash and cash equivalents 4,316 745
Cash and cash equivalents at beginning of period 7,665 2,741
---------- ----------
Cash and cash equivalents at end of period $ 11,981 $ 3,486
========== ==========
The accompanying notes are an integral part of these financial statements.
4
Herley Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - (Unaudited)
1. The consolidated financial statements include the accounts of Herley
Industries, Inc. and its subsidiaries, all of which are wholly-owned. All
significant inter-company accounts and transactions have been eliminated in
consolidation.
In the opinion of the Company, the accompanying consolidated financial
statements reflect all adjustments (which include only normal recurring
adjustments) necessary to present fairly the results of operations and cash
flows for the periods presented. These financial statements (except for the
balance sheet presented at July 30, 2000) are unaudited and have not been
reported on by independent public accountants.
Results of operations for interim periods are not necessarily indicative of
the results of operations for a full year due to external factors which are
beyond the control of the Company.
2. The Company entered into an agreement effective as of the close of business
September 30, 2000, to acquire all of the issued and outstanding common
stock of Terrasat, Inc. ("Terrasat"), a California corporation. The
transaction provides for the payment of $6,000,000 in cash, $3,000,000
which was paid in December 2000 and $3,000,000 to be paid in December 2001,
and the assumption of approximately $1,025,000 in liabilities. In addition,
the agreement provides for additional cash payments in the future up to
$2,000,000, based on gross revenues through December 31, 2001. The
transaction has been accounted for under the purchase method. Accordingly,
the consolidated balance sheet includes the assets and liabilities of
Terrasat at January 28, 2001, and the consolidated statement of income
includes the results of Terrasat operations from October 1, 2000. Excess
cost over the fair value of net assets acquired of approximately $4,971,000
is being amortized over 20 years. The allocation of the aggregate estimated
purchase price will be revised when additional information concerning asset
and liability valuations is obtained. Adjustments, which could be
significant, will be made during the allocation period based on detailed
reviews of the fair values of assets acquired and liabilities assumed and
could result in a substantial change in the excess of cost over the fair
value of net assets acquired.
The Company entered into an agreement as of September 1, 2000 to acquire
certain assets and the business, subject to the assumption of certain
liabilities, of American Microwave Technology, Inc., ("AMT"), a California
corporation, which is being operated as a division of Herley Industries,
Inc. The transaction provided for the payment of $5,400,000 in cash, and
the assumption of approximately $1,153,000 in liabilities. In addition, the
Company entered into an exclusive license agreement for certain products
providing for a royalty of 10% on the net shipments of such products
through October 2004. The transaction has been accounted for under the
purchase method. Accordingly, the consolidated balance sheet includes the
assets and liabilities of AMT at January 28, 2001, and the consolidated
statement of income includes the results of AMT's operations from September
1, 2000. Excess cost over the fair value of net assets acquired of
approximately $4,109,000 is being amortized over 20 years. The allocation
of the aggregate purchase price will be revised when additional information
concerning asset and liability valuations is obtained. Adjustments, which
could be significant, will be made during the allocation period based on
detailed reviews of the fair values of assets acquired and liabilities
assumed and could result in a substantial change in the excess of cost over
the fair value of net assets acquired.
5
3. Inventories at January 28, 2001 and July 30, 2000 are summarized as follows
(in thousands):
January 28, 2001 July 30, 2000
---------------- -------------
Purchased parts and raw materials $ 14,942 $ 12,804
Work in process 12,373 9,358
Finished products 1,193 883
$ 28,508 $ 23,045
4. In February 2001, the Company entered into an amendment to its revolving
loan agreement with a bank that provides for a revolving unsecured loan in
the aggregate principal amount of $30,000,000 which may be used for general
corporate purposes, including business acquisitions. The revolving credit
facility requires the payment of interest only on a monthly basis and
payment of the outstanding principal balance on January 31, 2003. Interest
is set at 1.65% over the FOMC Federal Funds Target Rate based on tangible
net worth in excess of $25,000,000, or at an increment of 1.80% if tangible
net worth is less than $25,000,001. The FOMC Federal Funds Target Rate was
6.00% at January 28, 2001. There is a fee of 15 basis points per annum on
the unused portion of the credit line in excess of $20,000,000 payable
quarterly. There were no borrowings outstanding as of January 28, 2001 and
July 30, 2000. The credit facility also provides for the issuance of
stand-by letters of credit with a fee of 1.0% per annum of the amounts
outstanding under the facility. At January 28, 2001, stand-by letters of
credit aggregating $2,982,195 were outstanding under this facility.
The agreement contains various financial covenants, including, among other
matters, minimum tangible net worth, debt to tangible net worth, debt
service coverage, and restrictions on other borrowings.
5. The following table shows the calculation of basic earnings per share and
earnings per share assuming dilution (in thousands except per share data):
Thirteen weeks ended
------------------------
January 28, January 30,
2001 2000
----------- -----------
Numerator:
Net Income $ 1,604 $ 1,626
Denominator:
Basic weighted-average shares 6,842 4,563
Effect of dilutive securities:
Employee stock options and warrants 558 281
Diluted weighted-average shares 7,400 4,844
Options to purchase 62,000 shares of common stock, with exercise prices
ranging from $18.88 to $21.38, were outstanding during the second quarter
of fiscal 2001, but were not included in the computation of diluted EPS
because the exercise price is greater than the average market price of the
common shares. The options, which expire December 4, 2005, were still
outstanding as of January 28, 2001. Options and warrants to purchase
2,648,675 shares of common stock, with exercise prices ranging from $13.88
to $16.46, were outstanding during the second quarter of fiscal 2000 but
were not included in the computation of diluted EPS because the exercise
prices are greater than the average market price of the common shares.
6
Approximately 946,300 of the warrants which were called for redemption as
of November 13, 2000 were exercised during the second quarter at $15.60 per
share of common stock resulting in proceeds of approximately $14,762,000.
The proceeds have been invested in a short term money fund.
Twenty-six weeks ended
----------------------
January 28, January 30,
2001 2001
---- ----
Numerator:
Net Income $ 3,634 $ 3,583
Denominator:
Basic weighted-average shares 6,416 4,684
Effect of dilutive securities:
Employee stock options and warrants 672 288
Diluted weighted-average shares 7,088 4,972
Options to purchase 45,417 shares of common stock, with exercise prices
ranging from $20.50 to $21.38, were outstanding during the first six months
of fiscal 2001, but were not included in the computation of diluted EPS
because the exercise price is greater than the average market price of the
common shares. The options, which expire December 4, 2005, were still
outstanding as of January 28, 2001. Options and warrants to purchase
2,648,675 shares of common stock, with exercise prices ranging from $13.88
to $16.46, were outstanding during the first six months of fiscal 2000 but
were not included in the computation of diluted EPS because the exercise
prices are greater than the average market price of the common shares.
As of March 6, 2001, 7,020,086 shares of common stock were outstanding.
6. Supplemental cash flow information is as follows (in thousands):
Twenty-six weeks ended
----------------------
January 28, January 30,
2001 2000
---- ----
Cash paid during the period for:
Interest $ 161 $ 553
Income Taxes 2,733 876
Cashless exercise of stock options - 47
Common stock issued for business acquired - 514
Tax benefit related to stock options - 161
7. In connection with the acquisition of Robinson Laboratories, Inc. in
January 2000, the Company is obligated to issue additional shares of Common
Stock based on new orders booked through January 31, 2001. Based on orders
booked, the Company will issue 97,841 shares of Common Stock during the
third quarter. The additional shares will be valued at the closing price of
the common stock on the date of issue.
7
Item 2: Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
The statements contained in this report which are not historical fact are
"forward-looking statements" that involve various important assumptions, risks,
uncertainties and other factors which could cause the Company's actual results
for fiscal 2001 and beyond to differ materially from those expressed in such
forward-looking statements. These important factors include, without limitation,
competitive factors and pricing pressures, changes in legal and regulatory
requirements, technological change or difficulties, product development risks,
commercialization and trade difficulties and general economic conditions, as
well as other risks previously disclosed in the Company's securities filings and
press releases.
Results of Operations
- ---------------------
Thirteen weeks ended January 28, 2001 and January 30, 2000
- ----------------------------------------------------------
Net sales for the thirteen weeks ended January 28, 2001 were approximately
$18,322,000 compared to $16,217,000 in the second quarter of fiscal 2000. The
sales increase of $2,105,000 (13.0%) is attributable to an increase in revenue
of $291,000 from microwave products, and $3,891,000 in commercial products,
offset by a decrease of $2,078,000 in microwave systems revenue. Included in
commercial products are revenues of $2,952,000 attributable to businesses
acquired during the first quarter of fiscal 2001.
The gross profit margin of 32.5% in the thirteen weeks ended January 28, 2001
was lower than the margin of 36.4% in the second quarter of the prior year
primarily due to the shift in volume to commercial products as noted above, with
lower gross margins, and the investment in new product development related to
commercial wireless applications.
Selling and administrative expenses for the thirteen weeks ended January 28,
2001 increased approximately $437,000 as compared to the second quarter of
fiscal 2001. Contributing to this increase were selling and administrative
expenses of $723,000 from businesses acquired. Incentive compensation decreased
$93,000 and legal expenses decreased $210,000.
Investment income increased approximately $110,000 from the prior year second
quarter primarily from the investment of proceeds from the exercise of warrants
in May and November 2000. Interest expense decreased $245,000 as compared to the
second quarter of fiscal 2000 due to the repayment of bank borrowings out of the
proceeds of the exercise of the warrants.
Twenty-six weeks ended January 28, 2001 and January 30, 2000
- ------------------------------------------------------------
Net sales for the twenty-six weeks ended January 28, 2001 were approximately
$36,416,000 compared to $32,357,000 in the first six months of fiscal 2000. The
sales increase of $4,059,000 (12.5%) is attributable to an increase in revenue
of $3,147,000 from microwave products, and $6,129,000 in commercial products,
offset by a decrease of $5,217,000 in microwave systems revenue. Included in
commercial products are revenues of $4,017,000 attributable to businesses
acquired during the first quarter of fiscal 2001.
The gross profit margin of 35.2% in the twenty-six weeks ended January 28, 2001
was lower than the margin of 38.3% in fiscal 2000 primarily due to the shift in
volume to commercial products as noted above , with lower gross margins, and the
investment in new product development related to commercial wireless
applications.
Selling and administrative expenses for the twenty-six weeks ended January 28,
2001 increased approximately $996,000 as compared to fiscal 2000. Contributing
to this increase were selling and administrative expenses of
8
$1,396,000 from businesses acquired. Incentive compensation decreased $323,000
and legal expenses decreased $238,000.
Investment income increased approximately $180,000 from the prior year primarily
from the investment of proceeds from the exercise of warrants in May and
November 2000. Interest expense decreased $467,000 as compared to fiscal 2000
due to the repayment of bank borrowings out of the proceeds of the exercise of
the warrants. Bank borrowings outstanding at January 30, 2000 were $11,500,000.
There was no bank debt outstanding during the quarter ended January 28, 2001.
Business Acquisitions
- ---------------------
In connection with the acquisition of Robinson Laboratories, Inc. in January
2000, the Company is obligated to issue additional shares of Common Stock based
on new orders booked through January 31, 2001. Based on orders booked, the
Company will issue 97,841 shares of Common Stock during the third quarter. The
additional shares will be valued at the closing price of the common stock on the
date of issue.
The Company entered into an agreement effective as of the close of business
September 30, 2000, to acquire all of the issued and outstanding common stock of
Terrasat, Inc. ("Terrasat"), a California corporation. The transaction provides
for the payment of $6,000,000 in cash, $3,000,000 of which was paid in December
2000 and $3,000,000 to be paid in December 2001, and the assumption of
approximately $1,025,000 in liabilities. In addition, the agreement provides for
additional cash payments in the future up to $2,000,000, based on gross revenues
through December 31, 2001. The transaction has been accounted for under the
purchase method. Accordingly, the consolidated balance sheet includes the assets
and liabilities of Terrasat at January 28, 2001, and the consolidated statement
of income includes the results of Terrasat operations from October 1, 2000.
Excess cost over the fair value of net assets acquired of approximately
$4,971,000 is being amortized over 20 years. The allocation of the aggregate
estimated purchase price will be revised when additional information concerning
asset and liability valuations is obtained. Adjustments, which could be
significant, will be made during the allocation period based on detailed reviews
of the fair values of assets acquired and liabilities assumed and could result
in a substantial change in the excess of cost over the fair value of net assets
acquired.
The Company entered into an agreement, as of September 1, 2000, to acquire
certain assets and the business, subject to the assumption of certain
liabilities, of American Microwave Technology, Inc., ("AMT"), a California
corporation, which is being operated as a division of Herley Industries, Inc.
The transaction provided for the payment of $5,400,000 in cash, and the
assumption of approximately $1,153,000 in liabilities. In addition, the Company
entered into an exclusive license agreement for certain products providing for a
royalty of 10% on the net shipments of such products through October 2004. The
transaction has been accounted for under the purchase method. Accordingly, the
consolidated balance sheet includes the assets and liabilities of AMT at January
28, 2001, and the consolidated statement of income includes the results of AMT's
operations from September 1, 2000. Excess cost over the fair value of net assets
acquired of approximately $4,109,000 is being amortized over 20 years. The
allocation of the aggregate purchase price will be revised when additional
information concerning asset and liability valuations is obtained. Adjustments,
which could be significant, will be made during the allocation period based on
detailed reviews of the fair values of assets acquired and liabilities assumed
and could result in a substantial change in the excess of cost over the fair
value of net assets acquired.
Liquidity and Capital Resources
- -------------------------------
As of January 28, 2001 and July 30, 2000, working capital was $44,710,000 and
$35,476,000, respectively, and the ratio of current assets to current
liabilities was 3.87 to 1 and 3.78 to 1, respectively.
As is customary in the defense industry, inventory is partially financed by
progress payments. The unliquidated balance of these advanced payments was
approximately $1,039,000 at January 28, 2001, and $1,006,000 at July 30,2000.
9
Net cash used in operations during the period was approximately $1,143,000 as
compared to cash provided by operations of $4,478,000 in the prior fiscal year.
Significant changes causing the decrease from fiscal 2000 include net increases
in inventories of $3,991,000 and costs incurred on uncompleted contracts of
$818,000, and reductions in accounts payable and accrued expenses of $1,009,000
and income taxes payable of $648,000.
Net cash used in investing activities consists of the acquisitions of AMT and
Terrasat for net cash of approximately $8,373,000, as discussed above under
"Business Acquisition", and $1,177,000 for capital expenditures.
During the period ended January 28, 2001, the Company received proceeds of
$210,633 from the exercise of common stock options by employees, $997,920 from
the exercise of Managing Underwriters' Warrants, and $14,759,186 from the
exercise of 946,349 of the warrants which were called for redemption as of
November 13, 2000 which were exercised at $15.60 per share of common stock. The
proceeds have been invested in a short term money fund.
Payments of long-term debt includes the payment of approximately $622,000 of
debt assumed in the acquisitions of AMT and Terrasat with interest rates ranging
from 9% to 18%.
The Company acquired 10,800 shares of treasury stock through open market
purchases at a cost of $194,000. All treasury shares have been retired.
The Company maintains a revolving credit facility with a bank for an aggregate
of $30,000,000, as amended in February 2001, which expires January 31, 2003.
There were no borrowings outstanding as of January 28, 2001 and July 30, 2000.
At January 28, 2001, the Company had cash and cash equivalents of approximately
$11,981,000.
The Company believes that presently anticipated future cash requirements will be
provided by internally generated funds and existing credit facilities.
Item 3: Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The Company is subject to market risk associated with changes in interest rates
and stock prices. The Company has not entered into any derivative financial
instruments to manage the above risks and the Company has not entered into any
market risk sensitive instruments for trading purposes. There have been no
material changes in market risk to the Company since its fiscal year end as
disclosed in the Company's Annual Report Form 10K as of July 30, 2000.
10
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS:
The Company is not involved in any material legal proceedings.
ITEM 2 - CHANGES IN SECURITIES:
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES:
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
(a) The Registrant held its Annual Meeting of Stockholders on January 18,
2001.
(b) Two directors were elected at the Annual Meeting of Stockholders as
follows:
Class I - To serve until the Annual Meeting of Stockholders in 2002 or
until their successors are chosen and qualified:
Name Votes For Votes Withheld
---------------------------- --------- --------------
Lee N. Blatt 5,594,464 217,001
Adm. Edward K. Walker, Jr. 5,594,464 217,001
(c) The adoption of a 2000 Stock Option Plan was ratified as follows:
Votes For Votes Against Abstained
--------- ------------- ---------
1,815,715 1,790,622 319,834
ITEM 5 - OTHER INFORMATION:
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits
10.1 Amendment to Loan Agreement dated February 15, 2001 between
Registrant and Allfirst Bank, successor to The First National
Bank of Maryland.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the second quarter of fiscal
2001.
11
FORM 10-Q
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 thereunto duly authorized.
HERLEY INDUSTRIES, INC.
-----------------------
Registrant
BY: /S/ Myron Levy
---------------------
Myron Levy, President
BY: /S/ Anello C. Garefino
---------------------------
Anello C. Garefino
Principal Financial Officer
DATE: March 12, 2001
12