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
November 5, 1999 (November 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 November 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 November 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: November 5, 1999
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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20. Press Release of Registrant dated
November 5, 1999.
Exhibit 20
Merrimac Reports Third Quarter and Nine Months 1999 Results
West Caldwell, N.J., November 5, 1999: Merrimac Industries, Inc. today announced
results for the third quarter and nine months of 1999.
Third quarter 1999 sales of $5,328,000 increased 4% compared to third quarter
sales of the prior year of $5,121,000. Net income for the third quarter of 1999
was $110,000 or a decrease of $138,000 compared to 1998. Diluted net income per
share was $.06 compared to the diluted per share amount of $.14 reported for the
third quarter of the prior year.
For the first nine months of 1999 sales of $15,192,000 decreased 8% compared to
the prior year's nine-month sales of $16,487,000. Net income decreased to
$405,000 compared to $1,084,000 reported in the first nine months of 1998, and
diluted net income per share decreased to $.23 compared to diluted net income
per share of $.59 reported in the first nine months of the prior year.
Orders received during the third quarter of 1999 were $4.4 million. The backlog
at the end of the third quarter of 1999 was $8.0 million, which includes
$600,000 at recently acquired Filtran Microcircuits Inc., an increase of $1.8
million or 29% over year-end 1998.
Chairman and CEO Mason N. Carter commented: "Our third quarter performance met
our expectations, and year-to-date we are ahead of our order and profit plan in
this transition year. Operating performance reflects the team effort and
positive changes that we have implemented to our infrastructure. Record marks
have been achieved for on-time delivery and inventory management, while late
backlog has been virtually eliminated. Our research and development expenses
were $577,000 for the third quarter and $1,524,000 for the nine-month period,
which are more than double those of the year before.
"Market development of Multi-Mix Microtechnology overall is positive with
significant activity in wireless telecommunications including PCS and cellular
applications, broadband applications, point-to-multipoint such as LMDS,
point-to-point infrastructure backbone, and wireless LAN. This unique,
proprietary technology is recognized for its ubiquitous application in wireless
base stations. We consistently identify new applications for Multi-Mix
solutions, which some customers have dubbed 'an ASIC for RF/Microwave'.
"Recently, Factory Mutual Research awarded the prestigious ISO 9001
Certification to our Multi-Mix Microtechnology Group manufacturing facility.
This Certification is the recognized standard for quality by our industry
worldwide. It provides assurance to our customers of our commitment to provide
world class Multi-Mix products and services."
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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. and its subsidiary Filtran Microcircuits Inc., with
locations in West Caldwell, NJ, San Jose, Costa Rica, and Ottawa, Ontario,
Canada, have approximately 220 co-workers in the design and manufacture of
signal processing components, gold plating of high-frequency microstrip, bonded
stripline and thick metal-backed Teflon (PTFE) micro-circuitry,
micro-multifunction modules (MMFM ) 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>
Quarter Ended
October 2 October 3
1999 1998
-----------------------------------
<S> <C> <C>
Net sales $5,328,000 $5,121,000
Gross profit 2,634,000 2,269,000
Selling, general and administrative expenses 1,821,000 1,675,000
Research and development 577,000 282,000
Interest and other expense (income), net 66,000 (37,000)
Income before income taxes 170,000 349,000
Provision for income taxes 60,000 101,000
Net income 110,000 248,000
Net income per common share - basic $.06 $.14
Net income per common share - diluted $.06 $.14
Weighted average number of shares outstanding - basic 1,741,000 1,783,000
Weighted average number of shares outstanding - diluted 1,772,000 1,806,000
</TABLE>
<TABLE>
<CAPTION>
Nine Months Ended
October 2 October 3
1999 1998
-----------------------------------
<S> <C> <C>
Net sales $15,192,000 $16,487,000
Gross profit 7,345,000 7,386,000
Selling, general and administrative expenses 5,053,000 5,033,000
Research and development 1,524,000 746,000
Interest and other expense (income), net 145,000 (66,000)
Income before income taxes 623,000 1,673,000
Provision for income taxes 218,000 589,000
Net income 405,000 1,084,000
Net income per common share - basic $.23 $.62
Net income per common share - diluted $.23 $.59
Weighted average number of shares outstanding - basic 1,750,000 1,759,000
Weighted average number of shares outstanding - diluted 1,776,000 1,831,000
</TABLE>
