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
February 26, 1998 (February 25, 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 February 25, 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 February 25, 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: February 26, 1998
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
- ------- -------------
20. Press Release of Registrant dated
February 25, 1998.
Exhibit 20
FOR IMMEDIATE RELEASE
1997 Record Sales Results for Merrimac
Sales Up 32%...Earnings Increase with Strong Backlog
West Caldwell, N.J., February 25, 1998: Merrimac Industries, Inc. announces
results for the fourth quarter and fiscal 1997, reflecting increases in earnings
on record annual sales with its backlog solidly positioned for next year.
Fourth quarter 1997 diluted net income per share was $.24 per share, an increase
of 33% compared to 1996 fourth quarter diluted net income of $.18 per share,
which was increased by a $.05 per share credit for an adjustment to
restructuring charges recorded earlier in 1996. After excluding this $.05 per
share credit from 1996 results, the fourth quarter comparison reflects an
increase of $.11 per share or 85%. Fourth quarter sales of $4,414,000 increased
$372,000 or 9% over the fourth quarter sales of the prior year of $4,042,000.
Net income increased 43% to $397,000 for the fourth quarter of 1997 compared to
net income of $277,000 (after the credit adjustment to restructuring charges of
$87,000) for the fourth quarter of 1996. After excluding this $87,000 credit
adjustment to 1996 results, the fourth quarter comparison reflects an increase
of $207,000 or 109%.
For fiscal 1997, diluted net income per share was $.87 per share compared to the
$.19 per share loss in the prior year. Annual sales of $18,659,000 increased
$4,506,000 or 32% over the prior year annual sales of $14,153,000. Net income
for fiscal 1997 was $1,402,000 compared to the net loss of $297,000 after
restructuring charges reported in 1996. The diluted weighted average number of
common shares outstanding for fiscal 1997 increased by 43,000 compared to that
of the prior year. This increase was due mainly to the "in-the-money" value of
Company-issued stock options, which resulted from higher Company stock prices
during the year. Common stock repurchases during 1996 partially offset this
increase.
The 1997 year-end backlog is $9.7 million, an increase of $1.5 million or 18%
above year-end 1996 backlog of $8.2 million. Orders are expected to be strong
for Merrimac products in the first quarter of 1998.
"We are extremely pleased with our performance during 1997, a particularly
challenging year given the negative growth over the prior dozen years," said
Mason N. Carter, Chairman and CEO of Merrimac. "We exceeded our ambitious plan
while positioning the Company to build upon its success going forward. This
momentum, both internal and external, promises to deliver the commitment for
achieving our `Goal of Profitable Growth'."
HIGHLIGHTS OF 1997
Major positive change in operations, marketing, culture and capital
reinvestment
Expanded production capability in Costa Rica operation
Costa Rica operation achieved ISO 9002 Certification
Established direct sales management presence in Europe
Communicated a new level of investor awareness
Developed twelve new products...one patent applied for
Increased commercial satellite business
Produced a three-year strategic plan
Initiated major new product development program
Recruited key professional talent to the Company
Commenced "Merrimac University"...towards establishing a learning
organization
Mr. Carter continued: "Concentrating our approach on the driving force issues of
the business prepares us well for the market opportunities ahead. This focus has
and will allow us to provide new products and services that our customers tell
us they require. The promise of a new Merrimac is being realized and the
commitment grows daily."
The statements in this news release include 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 with the Securities and Exchange
Commission.
Merrimac Industries, Inc., with locations in West Caldwell, N.J. and San Jose,
Costa Rica, has approximately 170 employees in the design and manufacture of
high-performance components and subsystems 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: www.merrimacind.com
<PAGE>
MERRIMAC INDUSTRIES, INC.
SUMMARY OF CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Quarter Ended
(Unaudited)
Jan 3 Dec 28
1998 1996
--------------------------------------
<S> <C> <C>
Net sales $4,414,000 $4,042,000
Income before income taxes 547,000 (a) 493,000
Provision for income taxes 150,000 (a) 216,000
Net income 397,000 (a) 277,000
Net income per common share-basic $.25 (a) $.18
Net income per common share-diluted $.24 (a) $.18
Weighted average number of shares outstanding-basic 1,573,000 1,502,000
Weighted average number of shares outstanding-diluted 1,653,000 1,527,000
Year Ended
(Audited)
Jan 3 Dec 28
1998 1996
--------------------------------------
Net sales $18,659,000 $14,153,000
Income (loss) before income taxes 2,157,000 (b) (491,000)
Provision (credit) for income taxes 755,000 (b) (194,000)
Net income (loss) 1,402,000 (b) (297,000)
Net income (loss) per common share-basic $.91 (b) $(.19)
Net income (loss) per common share-diluted $.87 (b) $(.19)
Weighted average number of shares outstanding-basic 1,539,000 1,549,000
Weighted average number of shares outstanding-diluted 1,618,000 1,575,000
</TABLE>
(a) Reflects the effects of adjustments to restructuring charges of $145,000
which increased net income by $87,000 or $.05 per share for the fourth
quarter of 1996.
(b) Reflects the effects of restructuring charges of $1,382,000 which reduced
net income by $829,000 or $.52 per share in 1996.
