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
August 6, 1998 (August 6, 1998)
- -------------------------------------------------------------------------------
Date of Report (Date of earliest event reported)
MERRIMAC INDUSTRIES, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 0-11201 22-1642321
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
41 Fairfield Place, West Caldwell, New Jersey 07006-6287
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 575-1300
------------------------
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
- ------ ------------
Registrant's press release dated August 6, 1998 is filed herewith as
Exhibit 20 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
- ------ ---------------------------------
(c) Exhibits.
--------
20. Press Release of Registrant dated August 6, 1998.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this Current Report to be signed on
its behalf by the undersigned thereunto duly authorized.
MERRIMAC INDUSTRIES, INC.
-------------------------
(Registrant)
By /s/ Robert V. Condon
---------------------------
Robert V. Condon
Vice President, Finance and
Chief Financial Officer
Date: August 6, 1998
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
- ------- -------------
20. Press Release of Registrant dated
August 6, 1998.
Exhibit 20
Merrimac Second Quarter and Six Months 1998
Earnings Increase On Record Sales
West Caldwell, N.J., August 6, 1998: Merrimac Industries, Inc. announces results
for the second quarter and six months of 1998 reflecting increases in earnings
on record sales volume.
Second quarter 1998 sales of $5,574,000 increased 11.8% over the second quarter
of the prior year of $4,986,000. Net income increased $31,000 or 8.2% to
$409,000 for the second quarter of 1998 compared to 1997. Diluted net income per
share was $.22, on a 7.8% increase in the number of weighted average diluted
common shares outstanding, compared to the diluted per share amount of $.22
reported for the second quarter of the prior year.
For the first six months of 1998 sales of $11,366,000 increased 22.7% over prior
year six-month sales of $9,261,000. Net income increased 27.4% to $836,000
compared to $656,000 reported in the first six months of 1997, and diluted net
income per share increased to $.46, up 21.1% compared to diluted net income per
share of $.38 reported in the first six months of the prior year.
The diluted weighted average number of common shares outstanding increased by
133,000 shares or 7.8% for the second quarter, and increased by 129,000 shares
or 7.5% for the first six months, compared to the second quarter and first six
months of the prior year. The increases resulted from common stock issued during
the second half of 1997 from the exercise of stock options, common stock issued
in 1998 from the exercise of stock options and sale of stock from the treasury,
and the increase in dilutive securities arising from higher average stock prices
during the second quarter and the first six months of 1998.
The Company entered the third quarter of 1998 with a backlog of $8.0 million, a
decrease of $1.7 million or 18% from the same time last year. The majority of
this differential is attributable to delays in certain new satellite
constellation programs, satellite manufacturers working down inventories, and
the timing of certain non-satellite business. This trend in orders is not
expected to be long-term. It is anticipated that for the remainder of 1998 many
of the satellite programs that have been delayed may translate into orders.
<PAGE>
Chairman and CEO Mason N. Carter commented: "This was a strong performance for
our Team with record sales and increased earnings. We continue to implement
process change, strengthen our infrastructure and actively pursue new product
and market opportunities. Technology reinvestment continues at a record pace
more than doubling from last year. We are optimistic about the prospects for the
future of our business. We formally announced the introduction of Multi-Mix(TM)
Microtechnology, a proprietary 3-dimensional microwave packaging technology, at
an important industry trade show on June 10th. We have received favorable
publicity and extremely positive customer response to the new technology.
"Multi-Mix(TM) is a unique packaging technology that provides for the
integration of a variety of different types of functionality, and it provides
customers with what they want, which is a 'total integrated packaging solution'.
It is based on a platform strategy that provides predesigned modules that
combine the benefits of standard and custom design. During this development
process we have emphasized the need for technology innovation, process
excellence and market focus. This successful effort provides us with an enabling
technology that meets and exceeds customer requirements.
"Multi-Mix(TM) coupled with a new and enhanced core products line should allow
us to further penetrate the $18 billion RF/Microwave market by opening up new
segments of opportunity. There are many opportunities and challenges to optimize
as we move towards our Goal of Profitable Growth."
Certain statements in this news release are forward-looking statements based on
current management expectations and are subject to risks and uncertainties.
Factors that could cause future results to differ from these expectations
include general economic and industry conditions, competitive products and
pricing pressures, risks relating to governmental regulatory actions in
communications and defense programs, and inventory risks due to technological
innovation. Additional factors to which the Company's performance is subject are
described in the Company's reports filed from time to time with the Securities
and Exchange Commission.
Merrimac Industries, Inc., with locations in West Caldwell, NJ and San Jose,
Costa Rica, has approximately 170 co-workers in the design and manufacture of
components, micro-multifunction modules (MMFM(TM)) and subsystems providing
Total Integrated Packaging Solutions for communications, defense and aerospace
applications. Merrimac (MRM) is listed on the American Stock Exchange.
Contact: Mason N. Carter Fax: (973) 882-5989
Chairman and CEO Email: [email protected]
Phone: (973) 575-1300, ext. 202 Internet: http://www.merrimacind.com
Note: Merrimac Industries, Inc. news releases are available in fax form by
calling Company News On-Call. Dial (800) 758-5804, ext. 567525. These news
releases are also available on the Internet at: http://www.prnewswire.com.
<PAGE>
Merrimac Industries, Inc.
Summary of Consolidated Statements of Income
(Unaudited)
-----------
Quarter Ended
-------------
July 4 June 28
1998 1997
-------------------------
Net sales $5,574,000 $4,986,000
Gross profit 2,542,000 2,385,000
Selling, general and administrative expenses 1,662,000 1,672,000
Research and development 252,000 125,000
Income before income taxes 645,000 609,000
Provision for income taxes 236,000 231,000
Net income 409,000 378,000
Net income per common share - basic $.23 $.22
Net income per common share - diluted $.22 $.22
Weighted average number of shares outstanding - basic 1,756,000 1,682,000
Weighted average number of shares outstanding - diluted 1,845,000 1,712,000
Six Months Ended
----------------
July 4 June 28
1998 1997
-------------------------
Net sales $11,366,000 $9,261,000
Gross profit 5,117,000 4,285,000
Selling, general and administrative expenses 3,358,000 3,104,000
Research and development 463,000 182,000
Income before income taxes 1,324,000 1,047,000
Provision for income taxes 488,000 391,000
Net income 836,000 656,000
Net income per common share - basic $.48 $.39
Net income per common share - diluted $.46 $.38
Weighted average number of shares outstanding - basic 1,747,000 1,673,000
Weighted average number of shares outstanding - diluted 1,835,000 1,706,000
Note: The basic and diluted weighted average number of shares outstanding and
net income per share information for all prior reporting periods have been
restated to reflect the effects of the 10% stock dividend effective May 15,
1998.
