UNITED STATES
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 (Date of earliest event reported): December 9, 2004
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Commission File Number 0-5411
HERLEY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE #23-2413500
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 North Pointe Boulevard, Lancaster, Pennsylvania 17601
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (717) 735-8117
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(Former name, former address and former fiscal year, 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:
o Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(C) 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 a filing.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On December 9, 2004, Herley Industries, Inc. issued an earnings release
announcing its financial results for the first quarter of fiscal 2005 ended
October 31, 2004. A copy of the earnings release is attached hereto as Exhibit
99.1.
NON-GAAP FINANCIAL MEASURE
The press release furnished herewith contains a financial measure ("free cash
flow") not calculated in accordance with generally accepted accounting
principles in the United States of America ("GAAP"). The Registrant defines
"Free cash flow" as "Net cash provided by operating activities" less "Capital
expenditures." The Registrant's management believes that free cash flow is
useful to investors and management as a supplemental financial measurement in
the evaluation of the Registrant's business and believes that free cash flow may
provide additional information with respect to the Registrant's ability to meet
its future debt service and capital expenditures as well as working capital
requirements.
A reconciliation of free cash flow for the thirteen weeks ended October 31, 2004
and November 2, 2003 is as follows (in thousands):
Thirteen weeks ended
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October 31, 2004 November 2, 2003
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Net cash provided by operating activities $ 7,658 $ 2,085
Capital expenditures (2,044) (1,187)
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Free cash flow $ 5,614 $ 898
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Earnings Release, dated December 9, 2004, announcing the
Registrants's financial results for the first quarter of fiscal 2005 ended
October 31, 2004.
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 hereunto duly authorized.
HERLEY INDUSTRIES, INC
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Registrant
BY: /S/ Thomas V. Gilboy
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Thomas V. Gilboy
Vice President and CFO
(Principal Financial Officer)
DATE: December 9, 2004