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 22, 2000 (March 22, 2000)
- --------------------------------------------------------------------------------
Date of Report (Date of earliest event reported)
MERRIMAC INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 0-11201 22-1642321
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
41 Fairfield Place, West Caldwell, New Jersey 07006-6287
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 575-1300
----------------------
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
- ------ ------------
Registrant's press release dated March 22, 2000 is filed herewith
as Exhibit 20 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
- ------ ---------------------------------
(c) Exhibits.
--------
20. Press Release of Registrant dated March 22, 2000.
SIGNATURE
---------
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.
--------------------------
(Registrant)
By /s/ Robert V. Condon
-----------------------------
Robert V. Condon
Vice President, Finance and
Chief Financial Officer
Date: March 22, 2000
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
- ------- -------------
20. Press Release of Registrant dated
March 22, 2000.
Exhibit 20
Merrimac Reports Fourth Quarter Results and
Fiscal 1999 Sales and Earnings
West Caldwell, N.J., March 22, 2000: Merrimac Industries, Inc. (Amex: MRM) today
announced results for the fourth quarter and fiscal 1999.
Fourth quarter 1999 sales of $5,205,000 increased 44% compared to sales in the
fourth quarter of the prior year of $3,615,000. A fourth quarter 1999 net loss
of $162,000 was recorded compared to a net loss of $744,000, after giving effect
to a restructuring charge of $327,000, for the fourth quarter of 1998. Diluted
net loss per share was $.09 for the fourth quarter 1999 compared to a diluted
net loss per share of $.42, after the restructuring charge of $.18 per share,
reported for the fourth quarter of the prior year.
Fiscal 1999 sales of $20,397,000 increased slightly over fiscal 1998 sales of
$20,102,000. Net income of $242,000 decreased 29%, compared to net income of
$340,000, after accounting for the fiscal 1998 fourth quarter restructuring
charge of $327,000. Diluted net income per share of $.14 decreased by $.05
compared to diluted net income per share of $.19, after accounting for the
fiscal 1998 fourth quarter restructuring charge of $.18 per share. The Company
entered the first quarter of fiscal 2000 with a backlog of $6.1 million, which
is approximately the same amount as last year.
Chairman and CEO Mason N. Carter commented, "We achieved our internal plan in
1999 of optimizing our core business with a solid five percentage-point
improvement in gross profit margin to 48%, while funding the advancement of
market, product and process development of Multi-Mix(TM) Microtechnology for the
wireless telecommunications industry, and increasing Filtran Microcircuits sales
to the wireless microwave radio market.
"Our core business continues to benefit from the increasing concentration of
content from our Costa Rica operation. We recently began to manufacture private
label products and expect this relationship to be a model for other similar
supply arrangements. In accelerating the transfer of greater levels of
production to our Costa Rica operation, a reduction of West Caldwell workforce
necessitated a first quarter 2000 restructuring. The lower operating cost in
Costa Rica should allow us to achieve a greater market share in our traditional
business segments."
Carter went on to state, "Technology reinvestment during fiscal 1999 was
approximately $2,100,000 nearly double the amount from last year. We have
significant commercial capacity currently and expect to have over four times
that capacity by this year-end. Our media and communications plan is in place
and will be focused exclusively at the wireless telecommunications market.
<PAGE>
"We are working with all the major wireless infrastructure companies
internationally and are making very good progress and expect to receive
production orders this year. We were late entrants into this high growth market,
by many years, but are closing the gap with outstanding technology and creative
applications solutions."
The Company has repurchased approximately 56,000 shares of its common stock in
fiscal 1999 under its stock repurchase program. The Company is authorized to
repurchase up to 42,000 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; 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. 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,
micro-multifunction modules (MMFM(TM)) and subsystems providing Total Integrated
Packaging Solutions(TM) 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 .
<PAGE>
Merrimac Industries, Inc.
Summary of Consolidated Statements of Operations
<TABLE>
<CAPTION>
Quarter Ended
(Unaudited)
January 1 January 2
2000 1999
----------------------------------------
<S> <C> <C>
Net sales $5,205,000 $3,615,000
Gross profit 2,436,000 1,169,000
Selling, general and administrative expenses 2,134,000 1,648,000
Research and development 572,000 307,000
Interest and other expense (income), net 75,000 (43,000)
Income (loss) before income taxes (345,000) (a)(1,253,000)
Provision (credit) for income taxes (183,000) (a) (509,000)
Net income (loss) (162,000) (a) (744,000)
Net income (loss) per common share - basic ($.09) (a) ($.42)
Net income (loss) per common share - diluted ($.09) (a) ($.42)
Weighted average number of shares outstanding - basic 1,739,000 1,788,000
Weighted average number of shares outstanding - diluted 1,749,000 1,789,000
</TABLE>
<TABLE>
<CAPTION>
Year Ended
(Unaudited)
January 1 January 2
2000 1999
-----------------------------------------
<S> <C> <C>
Net sales $20,397,000 $20,102,000
Gross profit 9,781,000 8,554,000
Selling, general and administrative expenses 7,188,000 6,681,000
Research and development 2,096,000 1,053,000
Interest and other expense (income), net 220,000 (110,000)
Income before income taxes 277,000 (a) 420,000
Provision for income taxes 35,000 (a) 80,000
Net income 242,000 (a) 340,000
Net income per common share - basic $.14 (a) $.19
Net income per common share - diluted $.14 (a) $.19
Weighted average number of shares outstanding - basic 1,747,000 1,766,000
Weighted average number of shares outstanding - diluted 1,766,000 1,805,000
</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.
