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 12, 2000 (May 12, 2000)
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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 12, 2000 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 12, 2000.
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 12, 2000
2
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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20. Press Release of Registrant dated
May 12, 2000.
3
Exhibit 20
Merrimac Reports First Quarter Results and Previously Reported Restructuring
Charge; Significant Increase in Backlog
West Caldwell, N.J., May 12, 2000: Merrimac Industries, Inc. today announced
results for the first quarter 2000, and a significant increase in its backlog.
First quarter 2000 sales of $4,911,000 increased 3.6% compared to first quarter
sales of the prior fiscal year of $4,739,000. A first quarter 2000 net loss of
$164,000 was recorded, due to the net effects of a personnel restructuring
charge of $189,000. Net income of $213,000 was reported for the first quarter of
1999. Diluted net loss per share was $.09, resulting from the net effects of the
$.10 diluted per share restructuring charge. For the first quarter of the prior
year, diluted net income per share of $.12 was reported.
The backlog at the end of the first quarter of 2000 was $8.9 million, an
increase of $2.8 million or 46% over year-end 1999, and $1.3 million or 17% when
compared to the backlog of $7.6 million at the end of the first quarter of last
year. Orders received during the first quarter of 2000 totaling $7.7 million
exceeded the first quarter 2000 sales level by approximately 58%.
Chairman and CEO Mason N. Carter commented: "We have been accelerating the
transfer of greater levels of production to our Costa Rica operation. This
action has permitted a reduction in the West Caldwell workforce, and has
therefore necessitated a first quarter restructuring, as previously reported.
Our core business, the RF Microwave Group, continues to benefit from the
increasing volume of production from our Costa Rica operation. Under the
leadership of General Manager Mr. Alberto Oreamuno, we are increasing the
competencies and opportunities that the Costa Rica Team can deliver.
"Consolidated gross profit margin for our three operating units in New Jersey,
Costa Rica and Canada was over 50%. We continue to fund the advancement of
market, product, and process development of Multi-Mix(TM) Microtechnology for
the wireless telecommunications industry, while promoting Filtran Microcircuits
as an innovative resource to the wireless microwave radio market. Filtran's
orders from wireless infrastructure customers have been rising and include
higher production volume contracts.
"On April 10, 2000 we announced that Ericsson had purchased 375,000 newly issued
shares of Merrimac Common Stock, representing approximately 17.5% of our
outstanding common stock. In connection with its investment, we agreed to
provide Ericsson Microelectronics with priority access to our patent-pending
Multi-Mix(TM) Microtechnology. This alliance is progressing well, with positive
interaction between our Company and our new business partner and investor."
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
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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;
the ability to protect proprietary information and technology; 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. is a leader in the design and manufacture of RF
Microwave components, assemblies and MMFM(TM) (Micro-Multifunction Modules)
serving the wireless telecommunications industry worldwide with enabling
technologies for critical commercial applications. Merrimac is focused on
providing Total Integrated Packaging Solutions(TM) with Multi-Mix(TM)
Microtechnology, a leading edge competency providing value to our customers
through miniaturization and integration. The Multi-Mix(TM) process for
microwave, multilayer integrated circuits and Micro-Multifunction Modules
(MMFM(TM)) is a patent-pending method developed at Merrimac Industries based on
fluoropolymer composite substrates. The fusion bonding of multilayer structures
provides a homogenous dielectric medium for superior electrical performance at
microwave frequencies. The bonded layers may incorporate embedded semiconductor
devices, MMICs, etched resistors, passive circuit elements and plated-through
via holes to form a 3-D subsystem enclosure that requires no further packaging.
The Multi-Mix(TM) Microtechnology Group is ISO-9001 certified.
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 200 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, MMFM(TM) and
subsystems. 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
Erika A. Barsness Fax: (973) 808-3906
Director, Investor Relations Email: [email protected]
Phone: (973) 575-1300, ext. 200 for conference call/replay information
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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: www.prnewswire.com or the
Company's website www.merrimacind.com.
Merrimac Industries, Inc.
Summary of Consolidated Statements of Operations
(Unaudited)
Quarter Ended
April 1 April 3
2000 1999
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Net sales $4,911,000 $4,739,000
Gross profit 2,475,000 2,312,000
Selling, general and administrative expenses 2,023,000 1,561,000
Research and development 356,000 394,000
Interest and other expense, net 80,000 24,000
Income (loss) before income taxes (a)(299,000) 333,000
Provision (benefit) for income taxes (a)(135,000) 120,000
Net income (loss) (a)(164,000) 213,000
Net income (loss) per common share-basic (a) ($.09) $.12
Net income (loss) per common share-diluted (a) ($.09) $.12
Weighted average shares outstanding-basic 1,747,000 1,769,000
Weighted average shares outstanding-diluted 1,817,000 1,769,000
(a) Reflects the effects of a restructuring charge of $315,000 which reduced the
after-tax results of operations by $189,000 or $.10 diluted per share for the
first quarter of 2000.
