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 5, 1999 (August 5, 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 August 5, 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 August 5, 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: August 5, 1999
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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20. Press Release of Registrant dated
August 5, 1999.
Exhibit 20
Merrimac Reports Second Quarter and Six Months 1999
Results; Improvement in Backlog
West Caldwell, N.J., August 5, 1999: Merrimac Industries, Inc. today announced
results for the second quarter and six months of 1999.
Second quarter 1999 sales of $5,125,000 decreased 8% compared to second quarter
sales of the prior year of $5,574,000. Net income for the second quarter of 1999
was $82,000 or a decrease of $327,000 compared to 1998. Diluted net income per
share was $.05 compared to the diluted per share amount of $.22 reported for the
second quarter of the prior year.
For the first six months of 1999 sales of $9,864,000 decreased 13% compared to
the prior year's six-month sales of $11,366,000. Net income decreased to
$295,000 compared to $836,000 reported in the first six months of 1998, and
diluted net income per share decreased to $.17, compared to diluted net income
per share of $.46 reported in the first six months of the prior year.
Orders received during the second quarter of 1999 were $6.4 million, 25% above
sales for this quarter. The backlog at the end of the second quarter of 1999 was
$8.9 million, which includes $900,000 at recently acquired Filtran Microcircuits
Inc., an increase of $2.7 million or 44% over year-end 1998.
Chairman and CEO Mason N. Carter commented: "Our second quarter performance met
our expectations, and year-to-date we have exceeded our order and profit plan in
this transition year. The strong operating performance reported in the first
quarter continued in terms of on-time delivery and inventory management. We
continue to implement process change, strengthen our infrastructure and actively
pursue new product and market opportunities. In this connection, our research
and development expenses of $552,000 for the second quarter and $946,000 for the
six-month period are about double those of the year before.
"Market development of Multi-Mix(TM) Microtechnology is very positive. At a
major trade show in June, we introduced state-of-the-art products, including a
line of quads and couplers called Micro-Mix(TM) that are 75% smaller than the
current market dominant brand. Also featured was a 30 GHz Ka band filter
designed for wireless LMDS applications and it is the smallest size available.
Reaction to these products and a series of narrow-band filters confirms both our
product and market development efforts.
"In June we announced the completion of the development of On-Line
Co-Design(TM), a one-of-a-kind service that allows RF/Microwave circuit
designers to work over the Internet developing Multi-Mix(TM) design concepts.
This unique service, optimizing the Internet and leveraging our platform
architecture, fosters relationship development and partnering with our key
accounts. This ability to co-design facilitates early involvement in creating
optimal total integrated packaging solutions. Most important to all of our key
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accounts is that time to market is dramatically reduced. On-Line Co-Design(TM)
was featured in the July issue of Microwave Journal, a leading industry
publication."
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. located in 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 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.
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Merrimac Industries, Inc.
Summary of Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
Quarter Ended
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July 3 July 4
1999 1998
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Net sales $5,125,000 $5,574,000
Gross profit 2,399,000 2,542,000
Selling, general and administrative expenses 1,671,000 1,662,000
Research and development 552,000 252,000
Interest and other expense (income), net 56,000 (17,000)
Income before income taxes 120,000 645,000
Provision for income taxes 38,000 236,000
Net income 82,000 409,000
Net income per common share - basic $.05 $.23
Net income per common share - diluted $.05 $.22
Weighted average number of shares outstanding - basic 1,739,000 1,756,000
Weighted average number of shares outstanding - diluted 1,769,000 1,845,000
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Six Months Ended
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July 3 July 4
1999 1998
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Net sales $9,864,000 $11,366,000
Gross profit 4,711,000 5,117,000
Selling, general and administrative expenses 3,232,000 3,358,000
Research and development 946,000 463,000
Interest and other expense (income), net 80,000 (29,000)
Income before income taxes 453,000 1,324,000
Provision for income taxes 158,000 488,000
Net income 295,000 836,000
Net income per common share - basic $.17 $.48
Net income per common share - diluted $.17 $.46
Weighted average number of shares outstanding - basic 1,754,000 1,747,000
Weighted average number of shares outstanding - diluted 1,782,000 1,834,000
</TABLE>
