UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2001 Commission file No. 0-11201
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MERRIMAC INDUSTRIES, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 22-1642321
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
41 Fairfield Place, West Caldwell, New Jersey 07006
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(Address of principal executive offices)
Registrant's telephone number (973) 575-1300
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Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
---------------------------- -------------------------------------------
Common Stock American Stock Exchange
Common Stock Purchase Rights American Stock Exchange
Securities registered pursuant to Section 12(g) of the Exchange Act: None
----
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at August 7, 2001
----------------------------- -----------------------------
Common Stock ($.01 par value) 2,622,946
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
MERRIMAC INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
---------------------------
June 30, December 30,
2001 2000
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(Unaudited) (Audited)
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ASSETS
------
Current assets:
Cash and cash equivalents ....................... $ 1,757,460 $ 3,425,390
Accounts receivable, net......................... 5,620,241 5,617,085
Income tax refunds receivable.................... 33,224 42,924
Inventories...................................... 4,445,763 3,627,535
Other current assets ............................ 552,238 384,224
Deferred tax assets ............................. 871,000 871,000
----------- -----------
Total current assets ........................ 13,279,926 13,968,158
----------- -----------
Property, plant and equipment at cost.............. 27,707,593 22,789,788
Less accumulated depreciation and amortization... 13,866,813 12,770,791
----------- -----------
Property, plant and equipment, net............. 13,840,780 10,018,997
Other assets ...................................... 642,697 752,381
Goodwill, net of accumulated amortization
of $360,478 and $285,934......................... 2,666,824 2,774,248
----------- -----------
Total Assets ................................ $30,430,227 $27,513,784
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------
Current liabilities:
Current portion of long-term debt ............... $ 3,180,222 $ 119,932
Accounts payable ................................ 2,731,219 2,838,198
Accrued liabilities ............................. 994,875 1,432,128
Income taxes payable............................. 14,028 173,000
----------- -----------
Total current liabilities ................... 6,920,344 4,563,258
Long-term debt, net of current portion ............ 685,692 402,828
Deferred compensation ............................. 168,095 185,406
Other liabilities.................................. 75,185 -
Deferred tax liabilities .......................... 458,000 458,000
----------- -----------
Total liabilities ........................... 8,307,316 5,609,492
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Stockholders' equity:
Preferred stock, par value $.01 per share
Authorized: 1,000,000 shares
No shares issued
Common stock, par value $.01 per share:
Authorized: 20,000,000 shares
Issued: 2,829,986 and 2,805,373 shares ....... 28,300 28,054
Common stock warrants............................ 837,200 837,200
Additional paid-in capital ...................... 14,149,658 13,982,778
Retained earnings ............................... 9,613,121 9,507,366
Accumulated comprehensive loss................... (105,237) (50,975)
----------- -----------
24,523,042 24,304,423
Less treasury stock, at cost:
208,904 shares................................. (1,760,131) (1,760,131)
Less loan to officer-stockholder ................ (640,000) (640,000)
----------- -----------
Total stockholders' equity ................... 22,122,911 21,904,292
----------- -----------
Total Liabilities and Stockholders' Equity ... $30,430,227 $27,513,784
=========== ===========
See accompanying notes.
- 1 -
MERRIMAC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
-------------------------------------
(Unaudited)
-----------
Thirteen Weeks Ended Six Months Ended
----------------------- ------------------------
June 30, July 1, June 30, July 1,
2001 2000 2001 2000
OPERATIONS ---------- ---------- ----------- ----------
Net sales ................................... $6,766,165 $4,949,424 $12,856,532 $9,860,797
---------- ---------- ----------- ----------
Costs and expenses:
Cost of sales ............................. 3,160,798 2,604,476 6,105,254 5,040,823
Selling, general and administrative ....... 2,460,016 1,733,549 4,732,690 3,717,161
Research and development .................. 909,932 492,811 1,547,848 848,781
Amortization of goodwill................... 37,152 38,654 74,544 77,994
Reincorporation charge..................... - - 330,000 -
Restructuring charge....................... - - - 315,000
---------- ---------- ----------- ----------
6,567,898 4,869,490 12,790,336 9,999,759
---------- ---------- ----------- ----------
Operating income (loss)...................... 198,267 79,934 66,196 (138,962)
Interest and other (income) expense, net .... (13,184) 25,229 (49,559) 105,720
---------- ---------- ----------- ----------
Income (loss) before income taxes............ 211,451 54,705 115,755 (244,682)
Provision (benefit) for income taxes ........ 75,000 15,000 10,000 (120,000)
---------- ---------- ----------- ----------
Net income (loss)............................ $ 136,451 $ 39,705 $ 105,755 $ (124,682)
========== ========== =========== ==========
Net income (loss) per common share:
Basic...................................... $ .05 $ .02 $ .04 $(.06)
===== ===== ===== =====
Diluted.................................... $ .05 $ .02 $ .04 $(.06)
===== ===== ===== =====
Weighted average number of shares outstanding:
Basic ..................................... 2,619,338 2,130,009 2,612,041 1,938,578
========= ========= ========= =========
Diluted.................................... 2,761,152 2,305,929 2,796,835 1,938,578
========= ========= ========= =========
COMPREHENSIVE INCOME (LOSS)
Net income (loss)............................ $ 136,451 $ 39,705 $ 105,755 $ (124,682)
Comprehensive income (loss):
Foreign currency translation adjustment.... 150,822 (96,926) (54,262) (115,745)
---------- ---------- ----------- ----------
Comprehensive income (loss).................. $ 287,273 $ (57,221) $ 51,493 $ (240,427)
========== ========== =========== ==========
See accompanying notes.
-2-
MERRIMAC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited)
-----------
Six Months Ended
-------------------------
June 30, July 1,
2001 2000
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Cash flows from operating activities:
Net income (loss).................................. $ 105,755 $ (124,682)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization.................. 1,099,594 880,368
Amortization of goodwill ...................... 74,544 77,994
Amortization of deferred rental income......... (43,652) -
Deferred compensation ......................... 5,286 6,589
Changes in operating assets and liabilities:
Accounts receivable.......................... (3,156) 79,622
Income tax refunds receivable................ 9,700 148,583
Inventories.................................. (818,228) (654,771)
Other current assets......................... (168,014) 36,160
Other assets................................. 109,684 (18,806)
Accounts payable............................. (106,979) 456,464
Accrued liabilities.......................... (427,278) 87,566
Income taxes payable......................... (158,972) 120,355
Deferred compensation........................ (32,574) (217,974)
Other liabilities............................ 118,837 -
---------- ----------
Net cash provided by (used in) operating activities.. (235,453) 877,468
---------- ----------
Cash flows from investing activities:
Purchase of capital assets......................... (4,917,803) (1,519,590)
Sale of capital assets............................. - 17,909
---------- ----------
Net cash used in investing activities................ (4,917,803) (1,501,681)
---------- ----------
Cash flows from financing activities:
Borrowing under revolving credit facility.......... 3,000,000 -
Borrowing under lease facility..................... 419,192 -
Repayment of borrowings............................ (76,039) (2,324,938)
Proceeds from the issuance of common stock, net.... - 3,277,549
Proceeds from the exercise of stock options........ 167,125 430,807
---------- ----------
Net cash provided by financing activities............ 3,510,278 1,383,418
---------- ----------
Effect of exchange rate changes...................... (24,952) (35,650)
---------- ----------
Net (decrease) increase in cash and cash equivalents. (1,667,930) 723,555
Cash and cash equivalents at beginning of year....... 3,425,390 1,108,141
---------- ----------
Cash and cash equivalents at end of period........... $1,757,460 $1,831,696
========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Income taxes..................................... $ 297,955 $ 11,000
========== ==========
Loan interest.................................... $ 27,232 $ 136,297
========== ==========
See accompanying notes.
-3-
MERRIMAC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. Basis of presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB and therefore do not
include all information and footnote disclosures otherwise required by
Regulation S-B. The financial statements do, however, reflect all adjustments
which are, in the opinion of management, necessary for a fair presentation of
the financial position of the Company as of June 30, 2001 and its results of
operations and cash flows for the periods presented. Results of operations of
interim periods are not necessarily indicative of results for a full year. These
financial statements should be read in conjunction with the audited consolidated
financial statements in the Company's Annual Report on Form 10-KSB for December
30, 2000. Certain prior year amounts have been reclassified to conform to
current year presentation.
B. Delaware reincorporation
On February 22, 2001, the Company (previously incorporated in the State of
New Jersey) was reincorporated in the State of Delaware. In connection with the
reincorporation, each share of Common Stock, par value $.50 per share, of the
Company prior to the reincorporation was converted into one share of Common
Stock, par value $.01 per share, of the Company, as reincorporated in Delaware.
As a result of the reincorporation, the authorized capital stock of the Company
was increased to 20 million shares of common stock, par value $.01 per share
(from 5 million shares of Common Stock prior to the reincorporation), and one
million shares of preferred stock, par value $.01 per share.
Common Stock and additional paid in capital for December 30, 2000 in the
accompanying financial statements have been restated to give effect to the
reincorporation. The Company incurred $330,000 of costs in connection with the
reincorporation in Delaware. Such expense is reflected as a reincorporation
charge in the accompanying statement of operations. The reincorporation charge
net of tax benefits was $198,000 or $.07 per share.
The Board of Directors has the authority to issue up to 1 million shares of
Preferred Stock and to fix the number of shares constituting any series and the
designation of such series, and to determine the preferences, rights and
qualifications or limitations of such series of Preferred Stock, without any
further vote or action by the Company's stockholders.
C. Inventories
Inventories consist of the following:
June 30, December 30,
2001 2000
---------- -----------
Finished goods ...................... $ 415,099 $ 363,387
Work in process ..................... 1,914,162 1,493,784
Raw materials and purchased parts ... 2,116,502 1,770,364
---------- ----------
Total $4,445,763 $3,627,535
========== ==========
Total inventories are net of valuation allowances for obsolescence of
$1,022,000 at June 30, 2001 and $1,018,000 at December 30, 2000.
-4-
MERRIMAC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
D. Net income (loss) per common share
Statement of Financial Accounting Standards No. 128, "Earnings per Share",
establishes the computation and presentation of net income per common share.
Under the standard, both basic and diluted net income per common share are
presented.
Basic net income per common share is calculated by dividing net income,
less dividends on Preferred Stock, if any, by the weighted average common shares
outstanding during the period.
The calculation of diluted net income per common share is similar to that
of basic net income per common share, except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if all potentially dilutive common shares, principally those
issuable under stock options, were issued during the reporting period.
Stock options and warrants did not have an effect on the computation of
diluted loss per share in the six months ended July 1, 2000 since they were
antidilutive.
E. Comprehensive income
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income", defines comprehensive income, which includes items in
addition to those reported in the statement of operations, and requires
disclosures about the components of comprehensive income. Comprehensive income
includes all changes in stockholders' equity during a period except those
resulting from investments by or distributions to stockholders. The Company has
determined that the components of other comprehensive income impacting the
Company consists primarily of foreign currency translation adjustments.
F. Accounting period
The Company's fiscal year is the 52-53 week period ending on the Saturday
closest to December 31. The Company has quarterly dates that correspond with the
Saturday closest to the last day of each calendar quarter and each quarter
consists of 13 weeks in a 52-week year. Every fifth year, the additional week to
make a 53-week year (fiscal year 1997 was the last and fiscal year 2002 will be
the next) is added to the fourth quarter, making such quarter consist of 14
weeks.
G. Transactions with management and loan to officer-stockholder
On May 4, 1998, the Company sold 22,000 shares of Common Stock from its
treasury to Mason N. Carter, Chairman, President and Chief Executive Officer of
the Company, at a price of $12.75 per share (the approximate average closing
price of the Common Stock during the first quarter of 1998). The Company
extended to Mr. Carter a loan of $255,000 in connection with the purchase of
these shares and amended a prior loan to Mr. Carter of $105,000. A new
promissory note for a total of $360,000, due May 4, 2003, with interest payments
due quarterly, calculated at a variable interest rate based on the prime rate of
the Company's lending bank, was executed by Mr. Carter in favor of the Company.
However, payment of the interest accrued from November 1998 until November 1999
was deferred until the end of the term of the new promissory note. Payment of
the loan is secured by the pledge of the 33,000 shares of Common Stock that were
purchased by Mr. Carter with the proceeds of the loans.
In addition, on August 31, 2000, in connection with an amendment of Mr.
Carter's employment agreement, the Company loaned Mr. Carter $280,000 with
interest calculated at a variable interest rate based on the prime rate of the
Company's lending bank, payable annually. In addition, pursuant to Mr. Carter's
amended employment agreement, Mr. Carter will receive an annual special bonus on
the next five anniversaries of the agreement amendment's effective date, in the
form of forgiveness of one-fifth of the principal of and interest on the loan.
-5-
MERRIMAC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
H. Current and long-term debt
The Company was obligated under the following debt instruments at June 30,
2001 and December 30, 2000:
June 30, December 30,
2001 2000
---------- ------------
Fleet Bank:
Revolving credit facility 1/2% below prime $3,000,000 $ -
The Bank of Nova Scotia:
Capital leases, interest 7.0%, due October 2003............. 174,458 211,600
Capital leases, interest 8.7%, due May 2005................. 284,631 311,160
Capital leases, interest 7.3%, due April 2006............... 222,807 -
Capital leases, interest 7.9%, due June 2006................ 184,018 -
--------- --------
3,865,914 522,760
Less current portion........................................ 3,180,222 119,932
---------- --------
Long-term portion........................................... $ 685,692 $402,828
========== ========
The Company has a $4,500,000 revolving credit agreement with Fleet Bank,
(formerly Summit Bank that was recently acquired by Fleet Bank) with interest at
one-half percent below the bank's floating prime rate. The Company borrowed
$3,000,000 during the second quarter 2001. Up to $1,500,000 was available at
June 30, 2001 for future borrowing needs of the Company for working capital and
general corporate purposes. The Company borrowed $500,000 under the revolving
credit facility on August 3, 2001 and the current interest rate is 6.25%. The
Company's revolving credit facility expires June 30, 2002. Management is
currently discussing an increase in the Company's lines of credit with its bank.
At June 30, 2001 and December 30, 2000, the fair value of the Company's
debt approximates carrying value. The fair value of the Company's long-term debt
is estimated based on current interest rates.
Capital leases included in property, plant and equipment, net, have a
depreciated cost of approximately $724,000 at June 30, 2001 and $376,000 at
December 30, 2000.
I. Restructuring and related charges
As a result of accelerating the transfer of increased levels and complexity
of production to the Company's Costa Rica manufacturing facility, the Company
implemented a reduction of its workforce and provided severance benefits to
certain employees during the first quarter of 2000. The restructuring charge for
the first quarter of 2000 was $315,000. The charge net of tax benefits was
$189,000 or $.10 per share. The reduction in workforce affected fifteen persons,
primarily electronic components manufacturing labor, and the full amount of the
restructuring charge has been paid.
-6-
MERRIMAC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
J. Private placements of Common Stock and Warrants to purchase Common Stock
On April 7, 2000, the Company entered into a stock purchase and exclusivity
agreement with Ericsson Microelectronics, A.B. ("Ericsson") and Ericsson Holding
International, B.V. ("EHI") pursuant to which the Company sold to EHI 375,000
newly issued shares of Common Stock, representing approximately 17.5% of the
outstanding Common Stock after giving effect to the sale, for an aggregate
purchase cash price of $3,375,000. The stock purchase and exclusivity agreement
also provides that the Company will design, develop and produce exclusively for
Ericsson Multi-Mix(R) products that incorporate active RF power transistors for
use in wireless base station applications, television transmitters and certain
other applications that are intended for Bluetooth transceivers and that the
Company will generally be the priority supplier for such products. Accordingly,
Ericsson will receive first priority on all Multi-Mix(R) resources of the
Company and will have priority access to Filtran Microcircuits Inc. proprietary
technology and manufacturing capabilities.
On October 26, 2000, the Company entered into subscription agreements for
Common Stock and warrants with each of three groups of investors: (i) investors
led by Adam Smith Investment Partners, L.P. and certain of its affiliates (the
"Adam Smith Investors"), (ii) EHI, and (iii) three members of the board of
directors of the Company (the "Director Investors"). Pursuant to the
subscription agreements, the Company sold to the investors units at a price of
$12.80 per unit, each unit consisting of one share of common stock and one
three-year warrant to purchase one additional share of common stock with an
exercise price of $21.25 ("Units"). Pursuant to the subscription agreements, the
Adam Smith Investors purchased 240,000 Units, EHI purchased 100,000 Units and
the Director Investors purchased 20,000 Units for an aggregate cash purchase
price of $4,608,000. The Common Stock portion represented approximately 14% of
the outstanding stock of the Company after giving effect to the sales.
The warrants were valued using the Black-Scholes option valuation model
with a resulting allocation of the aggregate proceeds from the Units
attributable to the warrants of $837,200, net of issue costs. The following
assumptions were utilized to value the warrants: price per share of Common Stock
of $15.25; expected life of three years; expected volatility of 40%; a risk free
interest rate of 6%; an expected yield of 0.0%; and a liquidity discount of 33%.
K. Lease modification and resource sharing agreement
The Company entered into an agreement effective January 2001, with a
customer to relinquish approximately half of the Company's 17,000 square-foot
leased manufacturing facility in Costa Rica. Associated with the transaction,
the Company entered into a new four-year lease agreement with a five-year
renewal option with its Costa Rica landlord for the reduced space. In addition,
the Company transferred certain employees to its customer, agreed to share
certain personnel resources and common costs, and committed to provide certain
management, administrative and other services to its customer.
In connection with the transaction, the Company received $200,000 from its
customer and will receive further payments of $250,000 over a two-year period.
The Company will reduce its rent expense by approximately $87,000 during each of
the next four years to an aggregate amount of approximately $348,000.
The Company deferred approximately $102,000 of costs at December 30, 2000
incurred in connection with entering into this agreement and other incremental
costs, for the purpose of providing this customer with trained personnel and
certain other services required for their dedicated manufacturing capability.
Such costs are classified in the balance sheet as other assets at December 30,
2000, and were recovered through the $200,000 payment received in January 2001
as described above. The deferred rental income of $56,000 is reflected in the
June 30, 2001 balance sheet as other liabilities.
-7-
MERRIMAC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
L. Pro forma weighted average number of common shares outstanding
Had the sales of 375,000 shares of Common Stock on April 7, 2000 and
360,000 Units on October 26, 2000 referred to in Note J occurred at the
beginning of the prior year, the pro forma basic and diluted weighted average
number of Common Shares outstanding would have been:
Quarter Six Months
-----------------------
Ended July 1, 2000
-----------------------
Basic:
Actual 2,130,009 1,938,578
Adjustments for sales of:
Common Stock, April 7, 2000 20,605 197,802
Units, October 26, 2000 (a) 360,000 360,000
--------- ---------
Basic - pro forma 2,510,614 2,496,380
Effect of dilutive securities-
Stock options 175,920 144,592
--------- ---------
Diluted - pro forma 2,686,534 2,640,972
========= =========
(a) There is no pro forma dilutive impact from the warrants included in the
Units, as the warrant exercise price of $21.25 exceeds the per share market
value of the Common Stock.
M. Recent Accounting Pronouncements
In June 2000, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," an amendment to SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," deferred
implementation of SFAS No. 133 to fiscal years beginning after June 15, 2000.
SFAS No. 133 established new accounting and reporting standards and requires
that every derivative instrument (including certain derivative instruments
embedded in other contracts) be recorded as assets or liabilities in the balance
sheet measured at fair value. SFAS No. 133 requires that changes in the fair
value of derivatives be recognized currently in earnings unless specific hedge
accounting criteria are met. The Company has adopted the provisions of these
statements in 2001. The Company does not currently hold derivative instruments
or engage in hedging activities and therefore the adoption of SFAS No. 133 has
not had a material impact on the Company's financial position, results of
operations or cash flows.
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and
SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires all
business combinations initiated after June 30, 2001 to be accounted for using
the purchase method of accounting. SFAS No.142, which will be adopted by the
Company on December 30, 2001, requires goodwill and certain intangible assets
resulting from business combinations entered into prior to June 30, 2001 no
longer be amortized, but instead be reviewed for impairment. Any write-down of
goodwill would be charged to results of operations in the periods in which the
recorded value of goodwill and certain intangibles is more than its fair value.
The Company expects that the adoption of these accounting standards will reduce
the amortization of goodwill and intangibles commencing December 30, 2001;
however, impairment reviews may result in periodic write-downs subsequent to the
date of adoption.
-8-
MERRIMAC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
N. Business segment data
The Company's operations are conducted primarily through two business
segments: (1) electronic components and (2) microwave micro-circuitry. These
segments, and the principal operations of each, are as follows:
Electronic components: Design, manufacture and sale of electronic component
devices offering extremely broad frequency coverage and high performance
characteristics for communications, defense and aerospace applications. Of the
identifiable assets, 90% are located in the United States and 10% are located in
Costa Rica.
Microwave micro-circuitry: Design, manufacture and sale of microstrip,
bonded stripline and thick metal-backed Teflon(R) (PTFE) and mixed dielectric
multilayer circuits for communications, defense and aerospace applications. Of
the identifiable assets all are located in Canada.
Information about the Company's operations in different industries follows.
Operating income is net sales less operating expenses. Operating expenses
exclude interest expense, other income and income taxes. Assets are identified
with the appropriate operating segment and are substantially all located in the
North America geographic area. Corporate assets consist principally of cash.
Corporate expenses and inter-segment sales are immaterial.
Thirteen Weeks Ended Six Months Ended
------------------------- -------------------------
June 30, July 1, June 30, July 1,
2001 2000 2001 2000
------------------------- ------------------------
(In thousands of dollars) (In thousands of dollars)
Industry segments:
Sales to unaffiliated customers:
Electronic components $ 5,700 $ 3,403 $10,318 $ 7,165
Microwave micro-circuitry 1,066 1,547 2,539 2,696
------- ------- ------- ------
Consolidated $ 6,766 $ 4,950 $12,857 $ 9,861
======= ======= ======= =======
Income before provision for income taxes:
Operating income (loss):
Electronic components $ 205 $ (329) $ (96) $ (696)
Microwave micro-circuitry (7) 409 162 557
Interest and other income
(expense), net 13 (25) 50 (106)
------- ------- ------- -------
Consolidated $ 211 $ 55 $ 116 $ (245)
======= ======= ======= =======
Identifiable assets:
Electronic components $23,323 $15,395
Microwave micro-circuitry 5,350 5,210
Corporate 1,757 1,832
------- -------
Consolidated $30,430 $22,437
======= =======
Depreciation and amortization:
Electronic components $ 474 $ 391 $ 924 $ 767
Microwave micro-circuitry 130 96 250 191
------- ------- ------- -------
Consolidated $ 604 $ 487 $ 1,174 $ 958
======= ======= ======= =======
Capital expenditures, net:
Electronic components $ 3,608 $ 961 $ 4,516 $ 1,173
Microwave micro-circuitry 257 260 402 329
------- ------- ------- -------
Consolidated $ 3,865 $ 1,221 $ 4,918 $ 1,502
======= ======= ======= =======
-9-
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
STATEMENTS OF OPERATIONS SUMMARY
--------------------------------
(Unaudited)
-----------
The following table displays line items in the Consolidated Statements of
Operations as a percentage of net sales.
Percentage of Net Sales Percentage of Net Sales
----------------------- -----------------------
Second Quarter Year to Date
----------------------- -----------------------
Thirteen Weeks Ended Six Months Ended
----------------------- -----------------------
June 30, July 1, June 30, July 1,
2001 2000 2001 2000
-------- ------- -------- --------
Net sales.................................... 100.0% 100.0% 100.0% 100.0%
------ ------ ------ ------
Costs and expenses:
Cost of sales.............................. 46.7 52.6 47.5 51.1
Selling, general and administrative........ 36.5 35.0 36.8 37.7
Research and development................... 13.4 10.0 12.0 8.6
Amortization of goodwill................... .5 .8 .6 .8
Reincorporation charge..................... - - 2.6 -
Restructuring charge....................... - - - 3.2
------ ------ ------ ------
97.1 98.4 99.5 101.4
------ ------ ------ ------
Operating income (loss)...................... 2.9 1.6 .5 (1.4)
Interest and other (income) expense, net..... (.2) .5 (.4) 1.1
------ ------ ------ -----
Income (loss) before income taxes.......... 3.1 1.1 .9 (2.5)
Provision (benefit) for income taxes....... 1.1 .3 .1 (1.2)
------ ------ ------ -------
Net income (loss).......................... 2.0% .8% .8% (1.3)%
====== ====== ====== ======
-10-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Second quarter and six months 2001 compared to second quarter and six
months 2000
Consolidated results of operations for second quarter 2001 reflect an
increase in net sales of $1,817,000 or 36.7% to $6,766,000. This increase was
primarily attributable to an increase in net sales of electronic components of
$2,297,000 which was partially offset by a decrease in sales of microwave
micro-circuitry products of $481,000 from the Company's subsidiary Filtran
Microcircuits Inc. ("FMI").
Consolidated results of operations for six months 2001 reflect an increase
in net sales of $2,996,000 or 30.4% to $12,857,000. This increase was primarily
attributable to an increase in net sales of electronic components of $3,153,000
which was partially offset by a decrease in sales of microwave micro-circuitry
products of $157,000 from FMI.
Orders of $6,927,000 were received for second quarter 2001, an increase of
$90,000 or 1.3% compared to $6,837,000 in orders received for second quarter
2000. Backlog increased by $1,612,000 or 15.1% to $12,252,000 at the end of
second quarter 2001 compared to $10,640,000 at year-end 2000, and increased by
$1,414,000 or 13.0% when compared to the end of second quarter 2000 backlog of
$10,838,000. Orders received during the second quarter of 2001 exceeded the
second quarter 2001 sales level by approximately 2.4%. Orders of $14,476,000
were received for six months 2001, a decrease of $102,000 or 0.7% compared to
$14,581,000 in orders received for six months 2000. Orders received during the
six months of 2001 exceeded the six months 2001 sales level by approximately
12.6%.
The Company believes that its satellite and defense customers will continue
to increase their orders during fiscal 2001, and the Company anticipates
receiving its initial orders during fiscal 2001 for its new Multi-Mix(R)
Microtechnology products, for which a significant capital investment has been
made and substantial research and development costs have been incurred. An
extended delay or reduction from planned levels in new orders for the new
Multi-Mix(R) Microtechnology products could have a material adverse financial
impact on future sales and earnings. The Company's subsidiary FMI has
experienced a slowdown in orders for certain of its wireless communication
products, which has caused a significant financial impact on results of
operations in second quarter and six months 2001. The Company expects that
softness in the telecommunications sector that FMI serves, principally
millimeter wave applications for wireless broadband solutions, will continue
during the remainder of fiscal 2001, and is likely to cause a substantial
reduction in the microwave micro-circuitry segment sales and profitability for
fiscal 2001 compared to prior year results. The Company implemented a temporary
reduction of 25% in its workforce that involved 19 persons during the second
quarter 2001 in response to the decline in orders for this segment.
Cost of sales increased $556,000 or 21.4%, and as a percentage of net sales
decreased 5.9% to 46.7% for second quarter 2001. Cost of sales increased
$1,064,000 or 21.1%, and as a percentage of net sales decreased 3.6% to 47.5%
for six months 2001. Percentage cost reductions for cost of sales were achieved
from manufacturing efficiencies attributable to a reduction in direct labor and
manufacturing overhead costs, related in part to the transfer of further
production to the Company's Costa Rica manufacturing facility, and other
manufacturing cost improvements resulting from the first quarter 2000 personnel
restructuring.
Depreciation expense included in cost of sales was $424,000, of which
$166,000 was associated with Multi-Mix(R) Microtechnology capital assets, an
increase of $75,000 in second quarter 2001 compared to second quarter 2000.
Depreciation expense included in cost of sales was $858,000, of which $292,000
was associated with Multi-Mix(R) Microtechnology capital assets, an increase of
$201,000 in six months 2001 compared to six months 2000. The increase in
depreciation expense was a result of higher capital equipment purchases in the
current and prior years.
-11-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Gross profit in second quarter 2001 for the electronic components segment
was $3,232,000 or 56.7% of segment net sales of $5,700,000, compared to gross
profit of $1,566,000 or 46.0% of segment net sales of $3,403,000 in second
quarter 2000. Gross profit for the microwave micro-circuitry segment was
$373,000 or 35.0% of segment net sales of $1,066,000, compared to $779,000 or
50.4% of second quarter 2000 segment net sales of $1,547,000.
Gross profit in six months 2001 for the electronic components segment was
$5,683,000 or 55.1% of segment net sales of $10,318,000, compared to gross
profit of $3,557,000 or 49.6% of segment net sales of $7,165,000 in six months
2000. Six months 2001 gross profit for the microwave micro-circuitry segment was
$1,068,000 or 42.1% of segment net sales of $2,539,000, compared to $1,263,000
or 46.9% of six months 2000 segment net sales of $2,696,000.
Selling, general and administrative expenses of $2,460,000 for second
quarter 2001 increased by $726,000 or 41.9%, and when expressed as a percentage
of net sales, increased by 1.5% to 36.5%. This increase included $55,000 from
FMI. Other increases resulted from higher sales commission expenses, and selling
and marketing expenses in connection with the Company's new Multi-Mix(R)
Microtechnology product line, and higher engineering and technology personnel
compensation, recruitment and training costs, and patent-associated and other
professional fees.
Selling, general and administrative expenses of $4,733,000 for six months
2001 increased by $1,016,000 or 27.3%, and when expressed as a percentage of net
sales, decreased by 0.9% to 36.8%. This increase included $231,000 from FMI.
Other increases resulted from higher sales commission expenses, and selling and
marketing expenses in connection with the Company's new Multi-Mix(R)
Microtechnology product line, and higher engineering and technology personnel
compensation, recruitment and training costs, and patent-associated and other
professional fees.
Amortization expense of $37,000 for second quarter and $75,000 for six
months 2001 is attributable to goodwill of approximately $3,000,000 arising from
the acquisition of FMI, which is being amortized on a straight-line basis over a
life of twenty years, compared to amortization expense of $39,000 for second
quarter and $78,000 for six months 2000.
Research and development expenses for new products was $910,000 in second
quarter 2001, an increase of $417,000 or 84.6% compared to second quarter 2000.
Except for $72,000 of expenses at FMI, an increase of $44,000 from second
quarter 2000, substantially all of the research and development expenses in
second quarter 2001 was related to Multi-Mix(R) Microtechnology products.
Research and development expenses for new products was $1,548,000 in six months
2001, an increase of $699,000 or 82.4% compared to six months 2000. Except for
$151,000 of expenses at FMI, a decrease of $9,000 from six months 2000,
substantially all of the research and development expenses in six months 2001
was related to Multi-Mix(R) Microtechnology products, which resulted in the July
2001 product launch of Multi-Mix PICO(TM) technology that reduces certain
microwave components size by more than 84%.
The consolidated operating income for second quarter 2001 was $198,000,
which compared to operating income of $80,000 for the second quarter 2000. The
consolidated operating income for six months 2001 after the reincorporation
charge of $330,000 was $66,000, which compared to an operating loss of $139,000
for six months 2000 after the personnel restructuring charge of $315,000. Six
month 2001 consolidated operating income was $396,000, before the effect of
charges associated with the reincorporation in Delaware of $330,000 in first
quarter 2001, compared to $176,000 of operating income for six months 2000
before the personnel restructuring charge of $315,000 in first quarter 2000.
-12-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Operating income for the electronic components segment was $205,000 in
second quarter 2001, compared to a $330,000 operating loss in second quarter
2000. An operating loss for the microwave micro-circuitry segment was $7,000 in
second quarter 2001 compared to operating income of $410,000 or 26.5% of segment
net sales in second quarter 2000.
Operating loss for the electronic components segment was $96,000 in six
months 2001 after the reincorporation charge in first quarter 2001 of $330,000,
compared to a $696,000 operating loss in six months 2000 after the restructuring
charge of $296,000 in first quarter 2000. Operating income for the microwave
micro-circuitry segment was $162,000 or 6.4% of segment net sales in six months
2001 compared to operating income of $557,000 or 20.7% in six months 2000 after
this segment's restructuring charge of $19,000 in first quarter 2000. Before the
first quarter 2001 reincorporation charge of $330,000, operating income for the
electronic components segment would have been $234,000 in six months 2001
compared to an operating loss of $400,000 in six months 2000 before this
segment's restructuring charge in first quarter 2000 of $296,000.
Interest income, net was $13,000 for second quarter 2001 compared to net
interest expense of $25,000 for second quarter 2000. Interest expense of $23,000
was capitalized to property, plant and equipment in second quarter 2001.
Interest income, net was $50,000 for six months 2001 compared to net interest
expense of $106,000 for six months 2000. Interest income was primarily due from
proceeds received from the issuance in private placements of common stock in
2000 that offset interest expense. Interest expense was principally incurred on
borrowings under a term loan and revolving credit facility in connection with
the acquisition of FMI in 1999.
An income tax provision of $75,000 was recorded for second quarter 2001
with an effective tax rate of 35.5% compared to a provision of $15,000 for
second quarter 2000 with an effective tax rate of 27.4%. The principal
adjustments to the statutory Federal income tax rate of 34% for second quarter
2001 relate to $6,000 in tax credits associated with research and development
expenditures and foreign sales corporation tax benefits of $4,000, partially
offset by a $13,000 cost due to non-deductible amortization of goodwill.
An income tax provision of $10,000 was recorded for six months 2001 with an
effective tax benefit rate of 9% compared to a tax benefit of $120,000 for six
months 2000 with an effective tax benefit rate of 49%. The principal adjustments
to the statutory Federal income tax rate of 34% for six months 2001 relate to
$34,000 in tax credits associated with research and development expenditures and
foreign sales corporation tax benefits of $18,000, partially offset by a $26,000
cost due to non-deductible amortization of goodwill.
Net income of $136,000 was recorded for second quarter 2001 compared to net
income of $40,000 for second quarter 2000. Net income of $.05 per diluted share
was recorded for second quarter 2001 compared to net income of $.02 per diluted
share reported for second quarter 2000.
Net income of $106,000 was recorded for six months 2001, after the net
effects of the first quarter 2001 reincorporation charge of $198,000. For six
months 2000, a net loss of $125,000 was reported, after the net effects of the
first quarter 2000 restructuring charge of $189,000. Net income of $.04 per
diluted share was recorded for six months 2001, after the net effects of the
$.07 per share reincorporation charge. For six months 2000, a net loss of $.06
per share was reported, resulting from the net effects of the $.10 per share
restructuring charge.
The weighted average number of diluted shares outstanding increased by
approximately 455,000 shares or 20% for second quarter 2001 and approximately
813,000 shares or 41% for six months 2001 compared to the same periods of the
prior year, resulting from the issuance in private placements of 375,000 shares
in the second quarter 2000 and 360,000 shares in the fourth quarter 2000, as
well as stock option exercises during last year.
-13-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Company had liquid resources comprised of cash and cash equivalents
totaling approximately $1,800,000 at the end of second quarter 2001 compared to
approximately $3,400,000 at the end of 2000. The Company's working capital was
approximately $6,400,000 and its current ratio was 1.9 at the end of second
quarter 2001 compared to $9,400,000 and 3.0, respectively, at the end of 2000.
The Company's operating activities used cash flows of $235,000 in six
months 2001 compared to cash flows providing $877,000 in six months 2000. The
primary reasons for the reduction in operating cash flows are due to an increase
in inventories of $818,000 to $4,446,000, which includes $824,000 associated
with Multi-Mix(R) Microtechnology, deferred compensation payments, and decreases
in accounts and income taxes payable and accrued liabilities which was partly
offset by a positive change in after-tax income of $230,000, an increase in
other liabilities related to deferred rental income, and higher depreciation and
amortization charges. The Company made net investments in property, plant and
equipment of $4,918,000, which includes capitalized rent and interest of
$144,000, in six months 2001 compared to $1,520,000 in six months 2000. These
capital expenditures are related to new production and test equipment
capabilities in connection with the introduction of new products and
enhancements to existing products. The depreciated cost of capital equipment
associated with Multi-Mix(R) Microtechnology was $6,491,000 at the end of six
months 2001, an increase of $2,487,000 compared to $4,004,000 at the end of
2000.
The Company has a $4,500,000 revolving credit agreement with Fleet Bank
(formerly Summit Bank that was recently acquired by Fleet Bank) with an interest
rate at one-half percent below the bank's floating prime rate. At June 30, 2001,
approximately $1,500,000 of the revolving credit facility was available for
working capital and general corporate purposes. The Company borrowed $3,000,000
during the second quarter 2001 and an additional $500,000 under the revolving
credit facility on August 3, 2001 and the current interest rate is 6.25%.
Management believes that the remaining available $1,000,000 revolving
credit facility, which expires in June 2002, together with its present liquid
resources and cash flows that are expected to be provided by operations, will
not provide sufficient resources for currently contemplated operations in fiscal
year 2001. Accordingly, management is currently discussing an increase in the
Company's lines of credit with its bank. The Company is contemplating raising
additional equity capital from private placements in fiscal 2001, depending upon
market conditions. There can be no assurances that capital from either debt or
equity will be available to the Company and, if so, on terms favorable to the
Company.
The Company's capital expenditures for new projects and production
equipment has exceeded its depreciation and amortization expenses in six months
2001 by approximately $3,800,000. The Company has made $2,500,000 in deposits on
purchase order commitments to processing equipment vendors aggregating
$7,300,000 for capital equipment and has issued a purchase order for $1,100,000
to a general contractor for the completion of the 19,200 square-foot building
addition to its West Caldwell, New Jersey manufacturing facility. Further
improvements to the existing 52,000 square-foot facility and additional
equipment to be purchased are projected to cost approximately $2,300,000. The
Company anticipates that such equipment will be purchased and become operational
and the building expansion and improvements will be completed during fiscal year
2001.
Effective January 2001, the Company has modified its existing lease, and
entered into a resource sharing arrangement with a previous customer, for its
Costa Rica manufacturing facility, reducing the size to approximately 8,200
square-feet and extending the lease to December 2004. The Company received an
initial payment of $200,000 in January 2001 under this agreement and recovered
approximately $102,000 of costs that were deferred at December 30, 2000 in
connection with this agreement.
-14-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
In February 2001, the Company entered into a new five-year lease in Costa
Rica for approximately 36,200 square-feet for a new Multi-Mix(R) Microtechnology
manufacturing facility. It is anticipated that the leasehold improvements and
capital equipment for this manufacturing facility, which is expected to cost
approximately $4,500,000, should become operational by the beginning of the
fourth quarter 2001.
The Company has been authorized by its Board of Directors to repurchase up
to 110,000 shares of its common stock, from time to time, depending on market
conditions. During 1999, the Company repurchased 56,000 shares of common stock
at a cost of $346,000. No shares were repurchased during six months 2001 or
fiscal 2000.
Periodically, the Company explores the possibility of acquiring similar
manufacturers of electronic devices or companies in related fields. Management
believes that any such acquisitions and business operation expansion could be
financed through its liquid and capital resources currently available as
previously discussed and/or through additional borrowing or issuance of equity
or debt securities. The additional debt from any acquisitions, if consummated,
would increase the Company's debt-to-equity ratio and such debt or equity
securities might, at least in the near term, have a dilutive effect on net
income per share.
Recent Accounting Pronouncements
In June 2000, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," an amendment to SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," deferred
implementation of SFAS No. 133 to fiscal years beginning after June 15, 2000.
SFAS No. 133 established new accounting and reporting standards and requires
that every derivative instrument (including certain derivative instruments
embedded in other contracts) be recorded as assets or liabilities in the balance
sheet measured at fair value. SFAS No. 133 requires that changes in the fair
value of derivatives be recognized currently in earnings unless specific hedge
accounting criteria are met. The Company has adopted the provisions of these
statements in 2001. The Company does not currently hold derivative instruments
or engage in hedging activities and therefore the adoption of SFAS No. 133 has
not had a material impact on the Company's financial position, results of
operations or cash flows.
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and
SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires all
business combinations initiated after June 30, 2001 to be accounted for using
the purchase method of accounting. SFAS No.142, which will be adopted by the
Company on December 30, 2001, requires goodwill and certain intangible assets
resulting from business combinations entered into prior to June 30, 2001 no
longer be amortized, but instead be reviewed for impairment. Any write-down of
goodwill would be charged to results of operations in the periods in which the
recorded value of goodwill and certain intangibles is more than its fair value.
The Company expects that the adoption of these accounting standards will reduce
the amortization of goodwill and intangibles commencing December 30, 2001;
however, impairment reviews may result in periodic write-downs subsequent to the
date of adoption.
Forward-Looking Statements
This Quarterly Report on Form 10-QSB contains statements relating to future
results of the Company (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; the risk that the Company will not be able to continue to raise
sufficient capital to expand its operations as currently contemplated by its
business strategy; risks relating to governmental regulatory actions in
communications and defense programs; risks associated with demand for and market
acceptance of existing and newly developed products; and inventory risks due to
technological innovation and product obsolescence, as well as other risks and
uncertainties, including but not limited to those detailed from time to time in
the Company's Securities and Exchange Commission filings. These forward-looking
statements are made only as of the date hereof, and the Company undertakes no
obligation to update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise.
-15-
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On June 6, 2001, the Company held its Annual Shareholders' Meeting at which
the shareholders (i) elected three members to the Company's Board of Directors,
(ii) approved the Company's 2001 Stock Option Plan, (iii) approved the Company's
2001 Stock Purchase Plan, (iv) approved the Company's 2001 Key Employee
Incentive Plan and (v) ratified the appointment of Arthur Andersen LLP as the
Company's independent auditors for the current fiscal year. The shareholders of
the Company elected Edward H. Cohen, Arthur A. Oliner and Harold J. Raveche as
Class II directors whose terms expire at the 2004 Annual Shareholders' Meeting.
The following sets forth the number of votes cast for, against or withheld,
as well as the number of abstentions and broker non-votes, voted upon at the
Company's June 6, 2001 Annual Shareholders' Meeting:
Election of Directors.
For Withheld
--------- --------
Edward H. Cohen 2,331,208 198,740
Arthur A. Oliner 2,331,208 198,740
Harold J. Raveche 2,330,534 199,414
Approval of the Company's 2001 Stock Option Plan.
For Against Abstained Broker Non-Votes
--------- ------- --------- ----------------
1,904,817 128,702 1,512 494,917
Approval of the Company's 2001 Stock Purchase Plan.
For Against Abstained Broker Non-Votes
--------- ------- --------- ----------------
1,916,080 118,593 358 494,917
Approval of the Company's 2001 Key Employee Incentive Plan.
For Against Abstained Broker Non-Votes
--------- ------- --------- ----------------
1,820,678 209,924 4429 494,917
Ratification of Arthur Andersen LLP as the Company's independent auditors.
For Against Abstained
--------- ------- ---------
2,419,376 7,068 103,504
-16-
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
Exhibit No.
-----------
3(a) By-laws of Merrimac are hereby incorporated by reference to
Exhibit 3(ii)(b) to Post-Effective Amendment No.2 to the
Registration Statement on Form S-8 (No.33-68862) of Merrimac dated
February 23, 2001.
3(b) Certificate of Incorporation of Merrimac is hereby incorporated by
reference to Exhibit 3(i)(b) to Post-Effective Amendment No.2 to
the Registration Statement on Form S-8 (No.33-68862) of Merrimac
dated February 23, 2001.
4(a) Shareholder Rights Agreement dated as of March 9, 1999 between
Merrimac and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent, is hereby incorporated by reference to Exhibit 1 to
Merrimac's Current report on Form 8-K dated March 9, 1999.
4(b) Amendment No.1 dated as of June 9, 1999 to the Shareholder Rights
Agreement dated as of March 9, 1999, between Merrimac and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent, is
hereby incorporated by reference to Exhibit 1 to Merrimac's
Current report on Form 8-K dated June 9, 1999.
4(c) Amendment No. 2 dated as of April 7, 2000, to the Shareholder
Rights Agreement dated as of March 9, 1999, between Merrimac and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent, is
hereby incorporated by reference to Exhibit 2 to Merrimac's
Current report on Form 8-K dated April 10, 2000.
4(d) Amendment No. 3 dated as of October 26, 2000, to the Shareholder
Rights Agreement dated as of March 9, 1999, between Merrimac and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent, is
hereby incorporated by reference to Exhibit 2 to Merrimac's
Current report on Form 8-K dated October 27, 2000.
4(e) Amendment No. 4 dated as of February 21, 2001, to the Shareholder
Rights Agreement dated as of March 9, 1999, between Merrimac and
Mellon Investor Services, L.L.C., (formerly known as ChaseMellon
Shareholder Services, L.L.C.) as Rights Agent, is hereby
incorporated by reference to Exhibit 1(d) to Merrimac's
Current report on Form 8-K dated February 21, 2001.
4(f) 2001 Stock Option Plan, is hereby incorporated by reference to
Exhibit 4.1 to Merrimac's Registration Statement on Form S-8 (File
No. 333-63436), dated June 20, 2001.
4(g) 2001 Stock Purchase Plan, is hereby incorporated by reference to
Exhibit 4.1 to Merrimac's Registration Statement on Form S-8
(File No. 333-63438), dated June 20, 2001.
4(h) 2001 Key Employee Incentive Plan, is hereby incorporated by
reference to Exhibit 4.1 to Merrimac's Registration Statement
on Form S-8 (File No. 333-63434), dated June 20, 2001.
4(i) 2001 Amended and Restated Stock Option Plan.
11 Statement re: Computation of earnings per share.
(b) Reports on Form 8-K:
None
-17-
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MERRIMAC INDUSTRIES, INC.
-------------------------
(Registrant)
Date: August 14, 2001 By: /s/ Mason N. Carter
-------------------------------------
Mason N. Carter
Chairman, President and
Chief Executive Officer
Date: August 14, 2001 By: /s/ Robert V. Condon
-------------------------------------
Robert V. Condon
Vice President, Finance, Treasurer,
Secretary and Chief Financial Officer
-18-
Exhibit 4(i)
MERRIMAC INDUSTRIES, INC.
2001 STOCK OPTION PLAN
(AS AMENDED THROUGH JULY 15, 2001)
1. Purpose. The purposes of the 2001 Stock Option Plan (the "Plan") are to
induce certain individuals to remain in the employ, or to continue to serve as
directors of, or consultants or advisors to, Merrimac Industries, Inc. (the
"Company") and its present and future subsidiary corporations (each a
"Subsidiary"), as defined in Section 424(f) of the Internal Revenue Code of
1986, as amended (the "Code"), to attract new individuals to enter into such
employment or service and to encourage such individuals to secure or increase on
reasonable terms their stock ownership in the Company. The Board of Directors of
the Company (the "Board") believes that the granting of stock options
("Options") under the Plan will promote continuity of management and increased
incentive and personal interest in the welfare of the Company by those who are
or may become primarily responsible for shaping and carrying out the long range
plans of the Company and securing its continued growth and financial success.
Options granted hereunder are intended to be either (i) "incentive stock
options" (which term shall have the meaning ascribed thereto by the provisions
of Section 422(b) of the Code) or (ii) options which are not incentive stock
options ("non-qualified stock options") or (iii) a combination thereof, as
determined by the Committee (the "Committee") referred to in Section 5 hereof at
the time of the grant thereof.
2. Effective Date of Plan. The Plan became effective on April 20, 2001,
subject to ratification by the stockholders of the Company.
3. Stock Subject to Plan. 175,000 of the authorized but unissued shares of
the common stock, $0.01 par value, of the Company (the "Common Stock") are
hereby reserved for issue upon the exercise of Options granted under the Plan;
provided, however, that the number of shares so reserved may from time to time
be reduced to the extent that a corresponding number of issued and outstanding
shares of the Common Stock are purchased by the Company and set aside for issue
upon the exercise of Options. If any Options expire or terminate for any reason
without having been exercised in full, the unpurchased shares subject thereto
shall again be available for the purposes of the Plan.
4. Administration. Except as otherwise provided in Section 21, the Plan
shall be administered by the Committee. Subject to the express provisions of the
Plan, the Committee shall have complete authority, in its discretion, to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the respective option
agreements or certificates (which need not be identical), to determine the
individuals (each a "Participant") to whom and the times and the prices at which
Options shall be granted, the periods during which each Option shall be
exercisable, the number of shares of the Common Stock to be subject to each
Option and whether such Option shall be an incentive stock option or a
non-qualified stock option and to make all other determinations necessary or
advisable for the administration of the Plan. In making such determinations, the
Committee may take into account the nature of the services rendered by the
respective individuals, their present and potential contributions to the success
of the Company and the Subsidiaries and such other factors as the Committee in
its discretion shall deem relevant. The Committee's determination
-19-
on the matters referred to in this Section 4 shall be conclusive. Any dispute or
disagreement which may arise under or as a result of or with respect to any
Option shall be determined by the Committee, in its sole discretion, and any
interpretations by the Committee of the terms of any Option shall be final,
binding and conclusive.
5. Committee. The Committee shall consist of two or more members of the
Board. The Committee shall be appointed annually by the Board, which may at any
time and from time to time remove any members of the Committee, with or without
cause, appoint additional members to the Committee and fill vacancies, however
caused, in the Committee. A majority of the members of the Committee shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members present at a meeting duly called and held. Any decision
or determination of the Committee reduced to writing and signed by all of the
members of the Committee shall be fully as effective as if it had been made at a
meeting duly called and held.
6. Eligibility. An Option may be granted only to a key employee of the
Company or a Subsidiary or to a director of the Company or a Subsidiary who is
not an employee of the Company or a Subsidiary or to an independent consultant
or advisor who renders services to the Company or a Subsidiary.
7. Option Prices.
The initial per share option price of any Option shall be the price determined
by the Committee, but not less than the fair market value of a share of the
Common Stock on the date of grant; provided, however, that, in the case of a
Participant who owns more than 10% of the total combined voting power of the
Common Stock at the time an Option which is an incentive stock option is granted
to him or her, the initial per share option price shall not be less than 110% of
the fair market value of a share of the Common Stock on the date of grant.
(a) For all purposes of the Plan, the fair market value of a share of
the Common Stock on any date shall be equal to (i) the closing sale price
of the Common Stock on the American Stock Exchange on such date or (ii) if
there is no sale of the Common Stock on such Exchange on such date, the
average of the bid and asked prices on such Exchange at the close of the
market on such business day.
1. Option Term. Participants shall be granted Options for such term as the
Committee shall determine, not in excess of 10 years from the date of the
granting thereof; provided, however, that, in the case of a Participant who owns
more than 10% of the total combined voting power of the Common Stock at the time
an Option which is an incentive stock option is granted to him or her, the term
with respect to such Option shall not be in excess of five years from the date
of the granting thereof.
2. Limitations on Amount of Options Granted.
The aggregate fair market value of the shares of the Common Stock for which any
Participant may be granted incentive stock options which are exercisable for the
first time in any calendar year (whether under the terms of the Plan or any
other stock option plan of the Company) shall not exceed $100,000.
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No Participant shall, during any fiscal year of the Company, be granted Options
under the Plan to purchase more than 15,000 shares of the Common Stock.
1. Exercise of Options.
Except as otherwise determined by the Committee at the time of grant, a
Participant may not exercise an Option during the period commencing on the date
of the grant of such Option to him or her and ending on the day immediately
preceding the first anniversary of such date. Except as otherwise determined by
the Committee at the time of grant, a Participant may, during the period
commencing on the first anniversary of the date of the grant of an Option to him
or her and ending at the time the Option expires pursuant to the terms hereof,
exercise such Option with respect to all of the shares granted thereby.
Except as hereinbefore otherwise set forth, an Option may be exercised
either in whole at any time or in part from time to time.
An Option may be exercised only by a written notice of intent to exercise
such Option with respect to a specific number of shares of the Common Stock and
payment to the Company of the amount of the option price for the number of
shares of the Common Stock so specified; provided, however, that all or any
portion of such payment may be made in kind by the delivery of shares of the
Common Stock having a fair market value equal to the portion of the option price
so paid; provided further, however, that no portion of such payment may be made
by delivering shares of the Common Stock acquired upon the exercise of an Option
if such shares shall not have been held by the Participant for at least six
months; and provided further, however, that, subject to the requirements of
Regulation T (as in effect from time to time) promulgated under the Securities
Exchange Act of 1934, as amended, the Committee may implement procedures to
allow a broker chosen by a Participant to make payment of all or any portion of
the option price payable upon the exercise of an Option and receive, on behalf
of such Participant, all or any portion of the shares of the Common Stock
issuable upon such exercise. The Committee may, in its discretion, permit any
Option to be exercised, in whole or in part, prior to the time when it would
otherwise be exercisable.
1. Transferability. (a) Except as otherwise provided in Section 11(b)
hereof, no Option shall be assignable or transferable except by will and/or by
the laws of descent and distribution and, during the life of any Participant,
each Option granted to such Participant may be exercised only by him or her.
(b) A Participant may, with the prior approval of the Committee, transfer
for no consideration an Option which is a non-qualified stock option to or for
the benefit of the Participant's Immediate Family, a trust for the exclusive
benefit of the Participant's Immediate Family or to a partnership or limited
liability company for one or more members of the Participant's Immediate Family,
subject to such limits as the Committee may establish, and the transferee shall
remain subject to all the terms and conditions applicable to the Option prior to
such transfer. The term "Immediate Family" shall mean the Participant's
children, stepchildren, grandchildren, parents, stepparents, grandparents,
spouse, former spouse, siblings, nieces, nephews, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships or any person sharing the Participant's household (other
than a tenant or employee).
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2. Termination of Employment or Service. Unless otherwise determined by the
Committee, in the event a Participant's employment or service with the Company
and the Subsidiaries terminates by reason of his or her death, each Option
therefore granted to him or her which shall not have theretofore expired or
otherwise been cancelled shall immediately become exercisable in full and shall
terminate upon the earlier to occur of the expiration of 12 months after the
date of his or her death and the date of termination specified in such Option.
Unless otherwise determined by the Committee, in the event a Participant's
employment or service with the Company and the Subsidiaries terminates by reason
of his or her disability, each Option therefore granted to him or her which
shall not have theretofore expired or otherwise been cancelled shall immediately
become exercisable in full and shall terminate upon the earlier to occur of the
expiration of 12 months after the date of his or her disability and the date of
termination specified in such Option. Unless otherwise determined by the
Committee, in the event a Participant's employment or service with the Company
and the Subsidiaries terminates by reason of his or her retirement, each Option
therefore granted to him or her which shall not have theretofore expired or
otherwise been cancelled shall immediately become exercisable in full and shall
terminate upon the earlier to occur of the expiration of three months after the
date of his or her retirement and the date of termination specified in such
Option. Unless otherwise determined by the Committee, in the event the
employment or service of a Participant is terminated by the Company and its
Subsidiaries for any reason other than death, disability, retirement or cause,
each Option theretofore granted to him or her which shall not have theretofore
expired or otherwise been cancelled shall terminate upon the earlier to occur of
the expiration of 30 days after the date of his or her termination and the date
of termination specified in such Option. Unless otherwise terminated by the
Committee in the event a Participant leaves the employ or service of the Company
and its Subsidiaries by reason of his or her voluntary action or for cause prior
to death, disability or retirement, each Option theretofore granted to him or
her which shall not have theretofore expired or otherwise been cancelled shall,
to the extent not theretofore exercised, terminate forthwith. For purposes of
the foregoing (a) "disability" means total disability as determined in
accordance with the terms of any long-term disability plan maintained by the
Company or the Subsidiaries (or, if the Company and the Subsidiaries have no
such plan, as determined by the Committee) (b) "retirement" means termination of
employment in accordance with the retirement provisions of any retirement plan
maintained by the Company or the Subsidiaries (or, if the Company and the
Subsidiaries have no such plan, at or after age 65) and (c) "cause" means (i) a
plea of guilty or nolo contendere to, or conviction for, the commission of a
felony offense by a Participant; (ii) a material breach by a Participant of a
fiduciary duty owed to the Company or any of its Subsidiaries, (iii) a material
breach by a Participant of any nondisclosure, non-solicitation or
non-competition obligation owed to the Company or any of its Subsidiaries and
(iv) the willful and continued failure or gross neglect on the part of a
Participant to perform his or her employment duties.
3. Adjustment of Number of Shares. In the event that a dividend shall be
declared upon the Common Stock payable in shares of the Common Stock, the number
of shares of the Common Stock then subject to any Option and the number of
shares of the Common Stock reserved for issuance in accordance with the
provisions of the Plan but not yet covered by an Option, the number of shares
set forth in Section 9(b) hereof and the number of shares set forth in Section
20(b)(i) hereof shall be adjusted by adding to each share the number of shares
which would be distributable thereon if such shares had been outstanding on the
date fixed for determining the stockholders entitled to receive such stock
dividend. In the event that the
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outstanding shares of the Common Stock shall be changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company
or of another corporation, whether through reorganization, recapitalization,
stock split-up, combination of shares, sale of assets, merger or consolidation
in which the Company is the surviving corporation, then, there shall be
substituted for each share of the Common Stock then subject to any Option, for
each share of the Common Stock reserved for issuance in accordance with the
provisions of the Plan but not yet covered by an Option, for each share of the
Common Stock referred to in Section 9(b) hereof and for each share of the Common
Stock referred to in Section 20(b)(i) hereof, the number and kind of shares of
stock or other securities into which each outstanding share of the Common Stock
shall be so changed or for which each such share shall be exchanged. In the
event that there shall be any change, other than as specified in this Section
13, in the number or kind of outstanding shares of the Common Stock, or of any
stock or other securities into which the Common Stock shall have been changed,
or for which it shall have been exchanged, then, if the Committee shall, in its
sole discretion, determine that such change equitably requires an adjustment in
the number or kind of shares then subject to any Option, the number or kind of
shares reserved for issuance in accordance with the provisions of the Plan but
not yet covered by an Option, the number or kind of shares referred to in
Section 9(b) hereof and number or kind of shares referred to in Section 20(b)(i)
hereof, such adjustment shall be made by the Committee and shall be effective
and binding for all purposes of the Plan and of each stock option agreement or
certificate entered into in accordance with the provisions of the Plan. In the
case of any substitution or adjustment in accordance with the provisions of this
Section 13, the option price in each stock option agreement or certificate for
each share covered thereby prior to such substitution or adjustment shall be the
option price for all shares of stock or other securities which shall have been
substituted for such share or to which such share shall have been adjusted in
accordance with the provisions of this Section 13. No adjustment or substitution
provided for in this Section 13 shall require the Company to sell a fractional
share under any stock option agreement or certificate. In the event of the
dissolution or liquidation of the Company, or a merger, reorganization or
consolidation in which the Company is not the surviving corporation, then,
except as otherwise provided in the second sentence of this Section 13, each
Option, to the extent not theretofore exercised, shall terminate forthwith.
4. Purchase for Investment, Withholding and Waivers. Unless the shares to
be issued upon the exercise of an Option by a Participant shall be registered
prior to the issuance thereof under the Securities Act of 1933, as amended, such
Participant will, as a condition of the Company's obligation to issue such
shares, be required to give a representation in writing that he or she is
acquiring such shares for his or her own account as an investment and not with a
view to, or for sale in connection with, the distribution of any thereof. In the
event of the death of a Participant, a condition of exercising any Option shall
be the delivery to the Company of such tax waivers and other documents as the
Committee shall determine. In the case of each non-qualified stock option, a
condition of exercising the same shall be the entry by the person exercising the
same into such arrangements with the Company with respect to withholding as the
Committee may determine.
5. No Stockholder Status. Neither any Participant nor his or her legal
representatives, legatees or distributees shall be or be deemed to be the holder
of any share of the Common Stock covered by an Option unless and until a
certificate for such share has been issued. Upon payment of the purchase price
thereof, a share issued upon exercise of an Option
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shall be fully paid and non-assessable.
6. No Restrictions on Corporate Acts. Neither the existence of the Plan nor
any Option shall in any way affect the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights thereof, or dissolution or liquidation of the Company, or
any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding whether of a similar character or otherwise.
7. No Employment Right. Neither the existence of the Plan nor the grant of
any Option shall require the Company or any Subsidiary to continue any
Participant in the employ or service of the Company or such Subsidiary.
8. Termination and Amendment of the Plan. The Board may at any time
terminate the Plan or make such modifications of the Plan as it shall deem
advisable; provided, however, that the Board may not without further approval of
the holders of a majority of the shares of the Common Stock present in person or
by proxy at any special or annual meeting of the stockholders, increase the
number of shares as to which Options may be granted under the Plan (as adjusted
in accordance with the provisions of Section 13 hereof), or change the class of
persons eligible to participate in the Plan, or change the manner of determining
the option prices. Except as otherwise provided in Section 13 hereof, no
termination or amendment of the Plan may, without the consent of the Participant
to whom any Option shall theretofore have been granted, adversely affect the
rights of such Participant under such Option.
9. Expiration and Termination of the Plan. The Plan shall terminate on
April 19, 2011 or at such earlier time as the Board may determine. Options may
be granted under the Plan at any time and from time to time prior to its
termination. Any Option outstanding under the Plan at the time of the
termination of the Plan shall remain in effect until such Option shall have been
exercised or shall have expired in accordance with its terms.
10. Options for Outside Directors.
A director of the Company who is not an employee of the Company or a
Subsidiary (an "Outside Director") shall be eligible to receive, in addition to
any other Option which he or she may receive pursuant to Section 6 hereof, an
Option in accordance with Section 20(b) hereof. Except as otherwise provided in
this Section 20, each such Option shall be subject to all of the terms and
conditions of the Plan.
(i) On the date of each annual meeting of stockholders, each Outside
Director shall receive a grant of an Option, which shall be a non-qualified
stock option, to purchase 2,500 shares of Common Stock. If an Outside Director
is first elected a member of the Company's Board of Directors other than at an
annual meeting of stockholders, then, on the date he or she is first so elected,
he or she shall receive a grant of an Option, which shall be a non-qualified
stock option, to purchase 2,500 shares of Common Stock. Options granted to
Outside Directors shall be immediately exercisable.
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(ii) The number and nature of shares subject to any Option held by an
Outside Director shall be subject to adjustment only to the extent set forth in
Section 13 hereof.
(iii) The initial per share option price of each Option granted to an
Outside Director under this Section 20 shall be equal to the fair market value
of a share of the Common Stock on the date of grant.
(iv) The term of each Option granted to an Outside Director shall be five
years from the date of the granting thereof, unless sooner terminated in
accordance with Section 20(c).
(iv) All or any portion of the payment required upon the exercise of an
Option granted to an Outside Director may be made in kind by the delivery of
shares of the Common Stock having a fair market value equal to the portion of
the option price so paid; provided, however, that no portion of such payment may
be made by delivering shares of the Common Stock acquired upon the exercise of
an Option if such shares shall not have been held by such Outside Director for
at least six months; and provided further, however, that, subject to the
requirements of Regulation T (as in effect from time to time) promulgated under
the Exchange Act, the Committee may implement procedures to allow a broker
chosen by such Outside Director to make payment of all or any portion of the
option price payable upon the exercise of an Option and receive, on behalf of
such Outside Director, all or any portion of the shares of the Common Stock
issuable upon such exercise.
(c) If an Outside Director's service as a director terminates by
reason of his or her death, each Option theretofore granted to him or her
pursuant to Section 20(b) hereof which shall not have theretofore expired
or otherwise been cancelled shall terminate upon the earlier to occur of 12
months following the date of his or her death and the date of termination
specified in such Option. If an Outside Director's service as a director
terminates for any reason other than death, each Option theretofore granted
to him or her pursuant to Section 20(b) hereof which shall not have
theretofore expired or otherwise been cancelled shall terminate upon the
earlier to occur of three months following such termination and the date of
termination specified in such Option.
(d) The provisions of this Section 20 may not be amended except by the
vote of a majority of the members of the Board and by the vote of a
majority of the members of the Board who are not Outside Directors.
21. Delegation of Authority. Mason N. Carter, as the Chairman of the
Board, Chief Executive Officer and President of the Company (the "Designated
Director"), may administer the Plan with respect to employees of the Company or
a Subsidiary (i) who are not officers of the Company subject to the provisions
of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") and
(ii) whose compensation is not expected to be subject to the provisions of
Section 162(m) of the Code. The authority of the Designated Director, and the
Options granted
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by the Designated Director, shall be subject to such terms, conditions,
restrictions and limitations as may be imposed, from time to time, by the
Committee. Unless and until the Committee shall take further action, the maximum
number of shares of Common Stock that may be subject to Options granted under
the Plan in any one calendar year by the Designated Director to any single
employee shall be 5,000. Any actions duly taken by the Designated Director with
respect to the grant of Options to such employees shall be deemed to have been
taken by the Committee for purposes of the Plan.
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Exhibit 11
MERRIMAC INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER SHARE
---------------------------------
(Unaudited)
-----------
Quarter Six Months
-----------------------
Ended June 30, 2001
-----------------------
Numerator:
Net income available to common stockholders............ $ 136,451 $ 105,755
========= ==========
Basic earnings per share
------------------------
Weighted average number of shares outstanding for
basic net income per share
Common stock.......................................... 2,619,338 2,612,041
========= =========
Net income per common share - basic .................. $ .05 $ .04
===== =====
Diluted earnings per share
--------------------------
Weighted average number of shares outstanding for
diluted net income per share
Common stock.......................................... 2,619,338 2,612,041
Effect of dilutive securities - stock options (1)..... 141,814 184,794
--------- ---------
Weighted average number of shares outstanding for
diluted net income per share.......................... 2,761,152 2,796,835
========= =========
Net income per common share - diluted................. $ .05 $ .04
===== =====
(1) Represents additional shares resulting from assumed conversion of stock
options and warrants less shares purchased with the proceeds therefrom.
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