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
March 18, 1999 (March 18, 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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<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
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Registrant's press release dated March 18, 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 March 18, 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
Robert V. Condon
Vice President, Finance and
Chief Financial Officer
Date: March 18, 1999
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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20. Press Release of Registrant dated
March 18, 1999.
Exhibit 20
Merrimac Reports Fourth Quarter Results and
Fiscal 1998 Sales and Earnings After Restructuring Charge
West Caldwell, N.J., March 18, 1999: Merrimac Industries, Inc. (Amex: MRM)
reports results for the fourth quarter and fiscal 1998.
Fourth quarter 1998 sales of $3,615,000 decreased 18.1% compared to sales in the
fourth quarter of the prior year of $4,414,000. A fourth quarter 1998 net loss
of $744,000 was recorded, after the net effects of a restructuring charge of
$327,000, compared to net income of $397,000 for the fourth quarter of 1997.
Diluted net loss per share was $.42, after the net effects of a restructuring
charge of $.18 per share, compared to diluted net income per share of $.22
reported for the fourth quarter of the prior year.
Fiscal 1998 sales of $20,102,000 increased 7.7% over prior year sales of
$18,659,000. Net income of $340,000 decreased 75.8%, after the net effects of a
fourth quarter restructuring charge of $327,000, compared to net income of
$1,402,000 reported in fiscal 1997. Diluted net income per share of $.19
decreased $.60 compared to diluted net income per share of $.79 reported in the
prior year.
The Company entered the first quarter of 1999 with a backlog of $6.2 million, a
decrease of $3.6 million or 37% from the same time last year. Chairman and CEO
Mason N. Carter commented: "Softness in our core business and the required
investment in our company's future necessitated the restructuring and the
related non-recurring charges in 1998. Our decisions were tough, but were
necessary in order to give Merrimac greater prospects for future profitable
growth.
"Our revenue in 1998 increased 43% over the level of revenue in 1996 and
reflects the changes we have made in positioning the company for the future. We
are now poised to meet the challenges and opportunities of the next millennium.
State-of-the-art Multi-Mix(TM) Microtechnology, commercial market opportunities,
greater value content in our Micro Multifunction Modules (MMFM(TM)), and the
ability to provide small, lightweight, cost effective solutions should enable
Merrimac to capitalize on its growth potential.
"The first quarter 1999 acquisition of Filtran Microcircuits Inc. allows us to
incorporate Filtran's competency in fine line etching into Multi-Mix(TM).
Filtran's principal growth has been in commercial wireless telecommunications
while their capabilities allow them to address all major growth market segments.
The combined Merrimac and Filtran now look at the vast majority of the
RF/Microwave market as our targeted potential customers.
"Technology reinvestment during fiscal 1998 exceeded $1,000,000 almost doubling
the amount from last year. Our investment to further advance Multi-Mix (TM)
technology and market development will continue at the same record pace. We will
look to capitalize on opening market segments and the constantly increasing
recognition of Multi-Mix(TM) as a leading technology. Multi-MixTM
Microtechnology, a proprietary 3-dimensional microwave packaging technology, has
appeared recently in important electronics industry trade publication articles
and was featured on the covers of Microwave Journal and Microwaves & RF, leading
RF/Microwave industry publications.
The Company has recently repurchased approximately 60,000 shares of its common
stock under its currently authorized 100,000 share stock repurchase program. The
Company is authorized to repurchase up to 40,000 additional shares under the
program, from time to time, depending on market conditions.
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, 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 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
<TABLE>
<CAPTION>
Quarter Ended
(Unaudited)
January 2 January 3
1999 1998
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<S> <C> <C>
Net sales $3,615,000 $4,414,000
Gross profit 1,169,000 2,177,000
Selling, general and administrative expenses 1,648,000 1,504,000
Research and development 307,000 211,000
Income (loss) before income taxes (a) (1,253,000) 547,000
Provision (credit) for income taxes (a) (509,000) 150,000
Net income (loss) (a) (744,000) 397,000
Net income (loss) per common share - basic (a) ($.42)
$.23
Net income (loss) per common share - diluted (a) ($.42)
$.22
Weighted average number of shares outstanding - basic 1,788,000 1,730,000
Weighted average number of shares outstanding - diluted 1,789,000 1,819,000
</TABLE>
<TABLE>
<CAPTION>
Year Ended
(Audited)
January 2 January 3
1999 1998
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<S> <C> <C>
Net sales $20,102,000 $18,659,000
Gross profit 8,554,000 8,711,000
Selling, general and administrative expenses 6,681,000 6,160,000
Research and development 1,053,000 556,000
Income before income taxes (a) 420,000 2,157,000
Provision for income taxes (a) 80,000 755,000
Net income (a) 340,000 1,402,000
Net income per common share - basic (a) $.19 $.83
Net income per common share - diluted (a) $.19 $.79
Weighted average number of shares outstanding - basic 1,766,000 1,693,000
Weighted average number of shares outstanding - diluted 1,805,000 1,780,000
</TABLE>
(a) Reflects the effects of a restructuring charge of $510,000 which reduced
net income by $327,000 or $.18 per share for the fourth quarter and fiscal
1998.
(b) 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.
