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
May 6, 1999 (May 6, 1999)
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Date of Report (Date of earliest event reported)
MERRIMAC INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 0-11201 22-1642321
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
41 Fairfield Place, West Caldwell, New Jersey 07006-6287
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 575-1300
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
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Registrant's press release dated May 6, 1999 is filed herewith as
Exhibit 20 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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20. Press Release of Registrant dated May 6, 1999.
SIGNATURE
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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 hereunto duly authorized.
MERRIMAC INDUSTRIES, INC.
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(Registrant)
By /s/ Robert V. Condon
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Robert V. Condon
Vice President, Finance and
Chief Financial Officer
Date: May 6, 1999
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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20. Press Release of Registrant dated
May 6, 1999.
Exhibit 20
FOR IMMEDIATE RELEASE
Merrimac Reports Profitable First Quarter 1999 Results;
Backlog Reflects Improvement
West Caldwell, N.J., May 6, 1999: Merrimac Industries, Inc. announces profitable
results for the first quarter 1999 and an increase in its backlog.
First quarter 1999 sales of $4,739,000 declined compared to first quarter sales
of the prior year of $5,793,000. Net income of $213,000 was $215,000 lower than
net income of $428,000 reported for the first quarter of 1998, a decrease of
50.2%. Diluted net income per share was $.12, a decrease of 50% compared to
diluted net income per share of $.24 reported for the first quarter of last
year.
The backlog at the end of the first quarter of 1999 was $7.6 million, which
includes $800,000 at recently acquired Filtran Microcircuits Inc., an increase
of $1.4 million over year-end 1998. Orders received during the first quarter of
1999 were $5.2 million and were 9% above the first quarter sales level. For the
month of April 1999 orders received were $2.5 million, and backlog at month-end
has increased to $8.6 million.
Chairman and CEO Mason N. Carter commented: "We achieved our order and shipment
goals while exceeding our profit plan for the quarter. Beyond these key
performance measurements, we also had the strongest operating performance to
date in terms of on-time delivery, reduction of late backlog and management of
inventory. Our core manufacturing operations have been optimized as a result of
last year's fourth quarter restructuring.
"We continue to make progress qualifying Multi-Mix(TM) Microtechnology at
focused key accounts in satcom, defense and commercial market segments.
Internally we have expanded our Multi-Mix(TM) process and on-going automation.
"We completed the acquisition of Filtran Microcircuits in the first quarter and
are pleased with current customer demand and growth prospects. Filtran made a
positive contribution to first quarter earnings.
"Recently, the Editors of Microwaves & RF Magazine presented Merrimac with their
prestigious `Top Products of 1998 Award' for Multi-Mix(TM) three-dimensional
circuit technology. The award cited this technology for its significance to the
high-frequency industry. Our proprietary Multi-Mix(TM) filter line was also
featured on the cover of Microwaves & RF Magazine in January. These honors, plus
over a dozen feature articles, have helped to alert both existing and
prospective customers across the RF/ Microwave industry to the enormous
potential of Multi-Mix(TM) Microtechnology in wireless applications."
This press release contains statements relating to future results of Merrimac
(including certain projections and business trends) that are "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those projected as a result of certain
risks and uncertainties. These risks and uncertainties include, but are not
limited to: general economic and industry conditions; slower than anticipated
penetration into the satellite communications, defense and wireless markets; the
risk that the benefits expected from the acquisition of Filtran Microcircuits
Inc. are not realized; competitive products and pricing pressures; risks
relating to governmental regulatory actions in communications and defense
programs; and inventory risks due to technological innovation, as well as other
risks and uncertainties, including but not limited to those detailed from time
to time in Merrimac's Securities and Exchange Commission filings. These
forward-looking statements are made only as of the date hereof, and Merrimac
undertakes no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
Merrimac Industries, Inc., with locations in West Caldwell, NJ and San Jose,
Costa Rica, and, as a result of its recent acquisition of Filtran Microcircuits
Inc., Ottawa, Ontario, Canada, an industry leader in gold plating of
high-frequency microstrip, bonded stripline and thick metal-backed Teflon (PTFE)
micro circuitry, has approximately 220 co-workers in the design and manufacture
of signal processing components, micro-multifunction modules (MMFM(TM)) and
subsystems providing Total Integrated Packaging Solutions for high-performance,
mission-critical applications in communications, defense, and aerospace markets.
Merrimac (MRM) is listed on the American Stock Exchange.
Contact: Mason N. Carter Fax: (973) 882-5989
Chairman and CEO E-mail: [email protected]
Phone: (973) 575-1300, Ext. 202 Internet: 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.
Merrimac Industries, Inc.
Summary of Consolidated Statements of Income
(Unaudited)
Quarter Ended
April 3 April 4
1999 1998
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Net sales $4,739,000 $5,793,000
Gross profit 2,312,000 2,575,000
Selling, general and administrative expenses 1,561,000 1,697,000
Research and development 394,000 211,000
Interest expense (income), net 24,000 (13,000)
Income before income taxes 333,000 680,000
Provision for income taxes 120,000 252,000
Net income 213,000 428,000
Net income per common share-basic $.12 $.25
Net income per common share-diluted $.12 $.24
Weighted average shares outstanding-basic 1,769,000 1,735,000
Weighted average shares outstanding-diluted 1,769,000 1,780,000
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 which became effective
June 5, 1998.
