UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 2, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-11201
Merrimac Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 22-1642321
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
41 FAIRFIELD PLACE
WEST CALDWELL, NEW JERSEY 07006
(Address of Principal Executive Offices) (Zip Code)
(973) 575-1300
(Registrant's Telephone Number)
Former name, former address and former fiscal year, if changed since
last report: N/A
---
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 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
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): Yes No X
--- ---
As of May 13, 2005, there were 3,141,111 shares of Common Stock, par value $0.01
per share, outstanding.
MERRIMAC INDUSTRIES, INC.
41 Fairfield Place
West Caldwell, NJ 07006
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations and Comprehensive Income
(Loss) for the Quarters Ended April 2, 2005 and April 3, 2004...... 1
Consolidated Balance Sheets as of April 2, 2005
and January 1, 2005................................................ 2
Consolidated Statement of Stockholders' Equity as of
April 2, 2005...................................................... 3
Consolidated Statements of Cash Flows for the Quarters
Ended April 2, 2005 and April 3, 2004.............................. 4
Notes to Consolidated Financial Statements......................... 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ......................................... 13
Item 3. Quantitative and Qualitative Disclosures about Market Risk......... 29
Item 4. Controls and Procedures ........................................... 29
PART II. OTHER INFORMATION
Item 6. Exhibits .......................................................... 29
Signatures.................................................................. 33
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MERRIMAC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Quarters Ended
-----------------------
April 2, April 3,
2005 2004
---------- ----------
OPERATIONS
Net sales ................................... $7,258,335 $7,647,829
---------- ----------
Costs and expenses:
Cost of sales ............................. 4,223,957 4,299,932
Selling, general and administrative ....... 2,311,398 2,454,419
Research and development .................. 540,596 571,585
---------- ----------
7,075,951 7,325,936
---------- ----------
Operating income ............................ 182,384 321,893
Interest and other expense, net ............. (52,934) (80,962)
Loss on disposition of capital assets........ (35,868) -
---------- ----------
Income before income taxes................... 93,582 240,931
Provision for income taxes................... 10,000 10,000
---------- ----------
Net income .................................. $ 83,582 $ 230,931
========== ==========
Net income per common share-basic............ $ .03 $ .07
========== ==========
Net income per common share-diluted.......... $ .03 $ .07
========== ==========
Weighted average number of shares outstanding:
Basic ..................................... 3,137,784 3,120,891
========== ==========
Diluted.................................... 3,174,520 3,134,848
========== ==========
COMPREHENSIVE INCOME (LOSS)
Net income .................................. $ 83,582 $ 230,931
Comprehensive income (loss):
Foreign currency translation adjustment.... (58,694) (108,751)
---------- ----------
Comprehensive income ........................ $ 24,888 $ 122,180
========== ==========
See accompanying notes.
1
MERRIMAC INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
April 2, January 1,
2005 2005
---- ----
(UNAUDITED) (AUDITED)
ASSETS
Current assets:
Cash and cash equivalents.................................... $ 2,294,300 $ 2,166,481
Accounts receivable, net..................................... 6,209,844 6,472,991
Income tax refunds receivable................................ 93,027 97,643
Inventories, net............................................. 3,293,093 2,931,259
Other current assets......................................... 963,816 583,029
Deferred tax assets.......................................... 675,000 676,000
---------- -----------
Total current assets....................................... 13,529,080 12,927,403
---------- -----------
Property, plant and equipment.................................. 37,674,320 37,988,352
Less accumulated depreciation and amortization............... 22,953,630 22,404,372
----------- -----------
Property, plant and equipment, net............................. 14,720,690 15,583,980
Restricted cash................................................ 1,500,000 1,500,000
Other assets................................................... 704,675 746,714
Deferred tax assets............................................ 435,000 439,000
Goodwill....................................................... 3,343,074 3,377,913
----------- -----------
Total Assets............................................... $34,232,519 $34,575,010
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt............................ $ 918,677 $ 904,940
Accounts payable............................................. 1,282,223 1,309,132
Accrued liabilities.......................................... 1,604,229 1,930,682
Customer deposits............................................ 189,718 233,406
Income taxes payable......................................... 92,780 85,131
----------- -----------
Total current liabilities.................................. 4,087,627 4,463,291
Long-term debt, net of current portion......................... 2,771,951 2,778,135
Deferred compensation.......................................... 44,272 53,739
Deferred liabilities........................................... 26,161 33,974
Deferred tax liabilities....................................... 648,000 648,000
----------- -----------
Total liabilities.......................................... 7,578,011 7,977,139
----------- -----------
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $.01 per share:
Authorized: 1,000,000 shares
No shares issued........................................... - -
Common stock, par value $.01 per share:
20,000,000 shares authorized; 3,222,262 and 3,215,070
shares issued; and 3,140,162 and 3,132,970 shares
outstanding, respectively.................................. 32,222 32,151
Additional paid-in capital................................... 18,788,388 18,756,710
Retained earnings............................................ 7,763,576 7,679,994
Accumulated other comprehensive income....................... 1,100,188 1,158,882
----------- -----------
27,684,374 27,627,737
Less treasury stock, at cost - 82,100 shares ................ (573,866) (573,866)
Less loan to officer-stockholder............................. (456,000) (456,000)
----------- -----------
Total stockholders' equity................................. 26,654,508 26,597,871
----------- -----------
Total Liabilities and Stockholders' Equity................. $34,232,519 $34,575,010
=========== ===========
</TABLE>
See accompanying notes.
2
MERRIMAC INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
QUARTER ENDED APRIL 2, 2005
(UNAUDITED)
<TABLE>
Accumulated
Additional Other Loan to
Common Stock Paid-in Retained Comprehensive Treasury Stock Officer-
Shares Amount Capital(A) Earnings Income Shares Amount Stockholder Total
----------------------------------------------------------------------------------------------------
Balance, January 1, 2005.... 3,215,070 $32,151 $18,756,710 $7,679,994 $1,158,882 82,100 $(573,866) $(456,000) $26,597,871
Net income.................. 83,582 83,582
Stock Purchase Plan sales... 2,192 21 11,728 11,749
Exercise of options......... 5,000 50 19,950 20,000
Foreign currency translation (58,694) (58,694)
------------------------------------------------------------------------------------------------------
Balance, April 2, 2005...... 3,222,262 $32,222 $18,788,388 $7,763,576 $1,100,188 82,100 $(573,866) $(456,000) $26,654,508
======================================================================================================
</TABLE>
(A) Tax benefits associated with the exercise of employee stock options are
recorded to additional paid-in capital when such benefits are realized.
See accompanying notes.
3
MERRIMAC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
Quarters Ended
------------------
April 2, April 3,
2005 2004
---- ----
Cash flows from operating activities:
Net income .................................................................. $ 83,582 $ 230,931
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization ............................................. 764,495 820,197
Amortization of deferred financing costs................................... 12,480 12,482
Loss on disposition of assets.............................................. 35,868 -
Deferred and other compensation ........................................... 1,437 2,983
Changes in operating assets and liabilities:
Accounts receivable ...................................................... 251,702 579,804
Income tax refunds receivable ............................................ 3,758 5,459
Inventories .............................................................. (363,269) (31,903)
Other current assets ..................................................... (86,327) 28,678
Other assets ............................................................. 29,559 22,932
Accounts payable ......................................................... (20,232) 300,011
Accrued liabilities ...................................................... (325,213) 139,152
Customer deposits......................................................... (43,688) 200,121
Income taxes payable ..................................................... 7,657 -
Deferred compensation .................................................... (10,904) (11,393)
Other liabilities ........................................................ (7,813) (3,510)
---------- ----------
Net cash provided by operating activities ..................................... 333,092 2,295,944
---------- ----------
Cash flows from investing activities:
Purchase of capital assets .................................................. (244,963) (276,780)
---------- ----------
Net cash used in investing activities ......................................... (244,963) (276,780)
---------- ----------
Cash flows from financing activities:
Repayment of borrowings ..................................................... (389,111) (833,654)
Borrowings under revolving credit facility................................... 161,017 -
Borrowings from revolving lease line......................................... 230,753 -
Proceeds from the exercise of stock options.................................. 20,000 -
Proceeds from Stock Purchase Plan sales...................................... 11,749 -
---------- ----------
Net cash provided by (used in) financing activities ........................... 34,408 (833,654)
---------- ----------
Effect of exchange rate changes ............................................... 5,282 (10,191)
---------- ----------
Net increase in cash and cash equivalents ..................................... 127,819 1,175,319
Cash and cash equivalents at beginning of year ................................ 2,166,481 452,633
---------- ----------
Cash and cash equivalents at end of period .................................... $2,294,300 $1,627,952
========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Income taxes .............................................................. $ 120,000 $ -
========== ==========
Interest on credit facilities.............................................. $ 69,133 $ 77,309
========== ==========
Non-cash activities-
Unpaid purchases of capital assets ........................................ $ - $ 289,000
========== ==========
Uncollected proceeds from disposition of capital assets.................... $ 295,000 $ -
========== ==========
</TABLE>
See accompanying notes.
4
MERRIMAC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and therefore do not include
all information and footnote disclosures otherwise required by generally
accepted accounting principles for a full fiscal year. 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
April 2, 2005 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 the year ended January 1, 2005.
2. CONTRACT REVENUE RECOGNITION
Contract revenue and related costs on fixed-price and cost-reimbursement
contracts that require customization of products to customer specifications are
recorded when title transfers to the customer, which is generally on the date of
shipment. Prior to shipment, manufacturing costs incurred on such contracts are
recorded as work-in-process inventory. Anticipated losses on contracts are
charged to operations when identified. Revenue related to non-recurring
engineering charges is generally recognized upon shipment of the related initial
units produced or based upon contractually established stages of completion. The
cost rates utilized for cost-reimbursement contracts are subject to review by
third parties and can be revised, which can result in additions to or reductions
from revenue. Revisions which result in reductions to revenue are recognized in
the period that the rates are reviewed and finalized; additions to revenue are
recognized in the period that the rates are reviewed, finalized, accepted by the
customer, and collectability from the customer is assured. The Company
recognizes revenue in accordance with the provisions of Staff Accounting
Bulletin No. 104.
3. 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. Periodically, the additional week to
make a 53-week year (fiscal year 2003 was the last and fiscal year 2008 will be
the next) is added to the fourth quarter, making such quarter consist of 14
weeks.
4. COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) is defined as the change in equity of a company
during a period from transactions and other events and circumstances from
non-owner sources. Accumulated other comprehensive income at April 2, 2005 and
January 1, 2005 was attributable solely to the effects of foreign currency
translation.
5. RECENT ACCOUNTING PRONOUNCEMENTS
In November 2004, SFAS No. 151, "Inventory Costs (An amendment of ARB No. 43,
Chapter 4)," was issued. SFAS No. 151 amends Accounting Research Bulletin
("ARB") No. 43, Chapter 4, to clarify that abnormal amounts of idle facility
expense, freight, handling costs and wasted materials (spoilage) should be
recognized as current-period charges. In addition, SFAS No. 151 requires that
allocation of fixed production overhead to inventory be based on normal capacity
of the production facilities. SFAS No. 151 is effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. The Company is
currently evaluating the impact that SFAS No. 151 will have on its financial
position and results of operations.
In December 2004, SFAS No. 123R, "Share-Based Payment," a revision of SFAS No.
123, "Accounting for Stock-Based Compensation", was issued. SFAS No. 123R
replaces existing requirements of SFAS No. 123 and APB Opinion No. 25
"Accounting for Stock-Based Compensation", and requires public companies to
recognize the cost of employee services received in exchange for equity
instruments, with limited exceptions. SFAS No. 123R also affects the pattern in
which compensation cost is recognized, the accounting for employee share
purchase plans, and the accounting for income tax effects of share-based payment
transactions. SFAS No. 123R will be
5
MERRIMAC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
effective as of the beginning of the next fiscal year that begins after June 15,
2005. The Company expects the adoption of this statement will have a non-cash
material effect on its financial statements, but the Company cannot reasonably
estimate the impact of the adoption because certain assumptions used in the
calculation of the value of share-based payments may change in 2005.
The FASB has proposed FASB Staff Position No. 109-a, "Application of FASB
Statement No. 109, Accounting for Income Taxes, for the Tax Deduction Provided
to U.S. Based Manufacturers by the American Jobs Creation Act of 2004." On
October 22, 2004, the American Jobs Creation Act of 2004 (the "Act") was signed
into law by the President. This Act includes tax relief for domestic
manufacturers by providing a tax deduction for up to 9 percent (when fully
phased in) of the lesser of (a) "qualified production activities income," or (b)
taxable income (after the deduction for the utilization of any net operating
loss carryforwards). As a result of this Act, an issue has arisen as to whether
this deduction should be accounted for as a special deduction or a tax rate
reduction under SFAS No. 109. The FASB staff believes that the domestic
manufacturing deduction is based on the future performance of specific
activities, including the level of wages. Accordingly, the FASB staff believes
that the deduction provided for under the Act should be accounted for as a
special deduction in accordance with SFAS No. 109 and not as a tax rate
reduction. The Company is currently evaluating the impact that this provision
will have on its financial position and results of operations.
6. STOCK-BASED COMPENSATION
The Company accounts for stock options in accordance with SFAS No. 123,
"Accounting for Stock-Based Compensation," ("SFAS 123"), which allows companies
an option to either record compensation expense based on the fair value of stock
options granted, as determined by using an option valuation model, or to
continue following the accounting guidance of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for
its stock options and other stock-based employee awards. Because the Company has
elected this treatment, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," ("SFAS No. 123") and Statement of
Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation
- - Transition and Disclosure," ("SFAS No. 148") require disclosure of pro forma
information which provides the effects on net income (loss) and net income
(loss) per share as if the Company had accounted for its employee stock awards
under the fair value method prescribed by SFAS 123. Under APB No. 25,
compensation cost for stock options is measured as the excess, if any, of the
market price of the Company's stock at the date of the grant over the amount an
employee must pay to acquire the stock. No stock-based employee compensation
cost is reflected in net income (loss) at the date of grant, as all options
granted under those plans had an exercise price equal to the market value of the
underlying common stock on the date of grant.
In accordance with SFAS No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure," the effect on net income and net income per share if
the Company had applied the fair value recognition provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," to stock-based employee compensation,
and the related assumptions described below, is as follows:
Quarters Ended
------------------------
April 2, April 3,
2005 2004
------------ -----------
Net income - as reported ........................ $ 83,582 $ 230,931
Plus: stock-based compensation
expense included in reported net income ... - -
Less: Stock-based compensation expense
determined using the fair value method ..... (33,000) (52,500)
----------- -----------
Net income - pro forma ........................ $ 50,582 $ 178,431
=========== ===========
Basic net income per share:
As reported .................................. $ .03 $ .07
Pro forma .................................... $ .02 $ .06
Diluted net income per share:
As reported .................................. $ .03 $ .07
Pro forma .................................... $ .02 $ .06
6
MERRIMAC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value of each of the options and purchase plan subscription rights
granted in 2005 and 2004 was estimated on the date of grant using the
Black-Scholes option valuation model.
The following weighted average assumptions were utilized:
2005 2004
---- ----
Expected option life (years)....................... 1.0 2.1
Expected volatility................................ 25.00% 50.00%
Risk-free interest rate............................ 3.50% 1.50%
Expected dividend yield............................ 0.00% 0.00%
The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options, which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options and subscription rights have
characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
fair value estimate, in management's opinion, the existing models do not
necessarily provide a reliable single measure of the fair value of its employee
stock options and subscription rights.
7. GOODWILL
The changes in the carrying amount of goodwill for the quarters ended April 2,
2005 and April 3, 2004 are as follows:
2005 2004
---- ----
Balance, beginning of year..................... $3,377,913 $3,122,563
Foreign currency adjustment.................... (34,839) (69,218)
---------- ----------
Balance, end of period......................... $3,343,074 $3,053,345
========== ==========
8. INVENTORIES
Inventories consist of the following:
April 2, January 1,
2005 2005
---- ----
Finished goods................................. $ 386,178 $ 263,382
Work in process................................ 1,260,760 1,179,606
Raw materials and purchased parts.............. 1,646,155 1,488,271
---------- ----------
Total.......................................... $3,293,093 $2,931,259
========== ==========
Total inventories are net of valuation allowances for obsolescence and cost
overruns of $1,996,000 at April 2, 2005 and $1,942,000 at January 1, 2005, of
which $940,000 and $901,000, respectively, represented cost overruns.
7
MERRIMAC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. CURRENT AND LONG-TERM DEBT
The Company was obligated under the following debt instruments at April 2, 2005
and January 1, 2005:
<TABLE>
April 2, January 1,
2005 2005
----------- -----------
The CIT Group/Business Credit, Inc. (A):
Revolving line of credit, interest 1/2% above prime ..................... - -
Term loan A, due October 8, 2008, variable interest above LIBOR or prime. $1,000,000 $1,075,000
Term loan B, due October 8, 2010, variable interest above LIBOR or prime. 2,160,716 2,258,930
The Bank of Nova Scotia (B):
Capital leases, interest 8.7%, due June 2005 .............................. 96,522 117,539
Capital leases, interest 7.3%, due April 2006 ............................. 110,358 124,125
Capital leases, interest 7.9%, due June 2006 .............................. 96,368 107,481
Capital leases, interest 5.8%, due January 2010 ........................... 226,664 -
---------- ----------
3,690,628 3,683,075
Less current portion ....................................................... 918,677 904,940
---------- ----------
Long-term portion .......................................................... $2,771,951 $2,778,135
========== ==========
</TABLE>
(A) The financing agreement with CIT consists of a $5,000,000 revolving line of
credit, that is temporarily reduced by $250,000 until certain conditions
are met; a $1,500,000 machinery and equipment term loan ("Term Loan A") and
a $2,750,000 real estate term loan ("Term Loan B"). In connection with this
financing agreement, the Company was required to place, over the life of
the loan, $1,500,000 as restricted cash collateral with CIT. The revolving
line of credit, which expires October 8, 2006, is subject to an
availability limit under a borrowing base calculation (85% of eligible
accounts receivable as defined in the financing agreement plus 100% of the
$1,500,000 restricted cash). At April 2, 2005, the Company had available
borrowing capacity under its revolving line of credit of $3,900,000. The
revolving line of credit bears interest at the prime rate plus 1/2 percent
(currently 6.50%). The principal amount of Term Loan A is payable in 60
equal monthly installments of $25,000 and bears interest at the prime rate
plus one percent (currently 7.00%). The principal amount of Term Loan B is
payable in 84 equal monthly installments of $32,738 and bears interest at
the prime rate plus one percent (currently 7.00%). As of April 2, 2005, the
Company, under the terms of its agreement with CIT, had elected to convert
$900,000 of Term Loan A and $2,100,000 of Term Loan B from their prime rate
base to LIBOR-based interest rate loans. The current LIBOR interest rate
options were renewed on October 12, 2004 for six months at an interest rate
of 5.49% and expired April 11, 2005. The new LIBOR interest rate options
were renewed for six months at 6.64% and will expire October 11, 2005. The
revolving line of credit and the term loans are secured by substantially
all of the Company's assets located within the United States and the pledge
of 65% of the stock of the Company's subsidiaries located in Costa Rica and
Canada. The provisions of the financing agreement require the Company to
maintain certain financial and other covenants. The Company was in
compliance with these covenants at April 2, 2005.
(B) FMI has a revolving credit agreement in place with The Bank of Nova Scotia
for up to $500,000 (Canadian) at the prime rate plus 3/4%. No borrowings
were outstanding under this agreement at April 2, 2005.
FMI has a $1,800,000 (Canadian) revolving lease line with the Bank of Nova
Scotia, whereby the Company can obtain funding for previous production
equipment purchases via a sale/leaseback transaction. As of April 2, 2005,
$644,000 (Canadian) has been utilized under this facility. Such leases are
payable in monthly installments for up to five years and are secured by the
related production equipment. Interest rates (typically prime rate plus one
percent) are set at the closing of each respective sale/leaseback
transaction. During the first quarter of 2005, FMI obtained $231,000 (US)
in connection with the sale/leaseback of certain production equipment. The
related equipment was originally purchased by the Company in 2004.
Capital leases included in property, plant and equipment, net, have a
depreciated cost of approximately $739,000 at April 2, 2005 and $611,000 at
January 1, 2005.
10. INCOME TAXES
The Company's effective tax rate for the quarter ended April 2, 2005 reflects
U.S. Federal Alternative Minimum Tax and state income taxes that are due based
on certain statutory limitations on the use of the Company's net operating loss
carryforwards.
8
MERRIMAC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company currently has significant deferred tax assets resulting from net
operating loss carryforwards, tax credit carryforwards and deductible temporary
differences, which should reduce taxable income in future periods. A valuation
allowance is required when it is more likely than not that all or a portion of a
deferred tax asset will not be realized. The Company's 2002 and 2003 net losses
weighed heavily in the Company's overall assessment. As a result of the
assessment, the Company established a full valuation allowance for its remaining
net domestic deferred tax assets at December 28, 2002. This assessment continued
unchanged in 2003 and 2004 and the first quarter of 2005. Management believes
that a valuation allowance is not required for FMI's deferred tax assets as they
are more likely than not to be realized.
Internal Revenue Service Code Section 382 places a limitation on the utilization
of net operating loss carryforwards when an ownership change, as defined in the
tax law, occurs. Generally, an ownership change occurs when there is a greater
than 50 percent change in ownership. If such a change should occur, the actual
utilization of net operating loss carryforwards, for tax purposes, would be
limited annually to a percentage of the fair market value of the Company at the
time of such change. The Company may become subject to these limitations in 2005
depending on change in ownership.
11. 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, 81% are located in the United States and 19% are located in
Costa Rica. Included in such segment are the Multi-Mix(R) Microtechnology net
assets.
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. All
of the identifiable assets are located in Canada.
Information about the Company's operations in different areas of its business
follows. Operating income is net sales less operating expenses. Operating
expenses exclude interest expense, other income and income taxes. Corporate
assets consist principally of cash and corporate expenses are immaterial.
Intersegment sales and the resulting intersegment assets are principally due to
intercompany sales from the microwave micro-circuitry segment to the electronic
components segment.
9
MERRIMAC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Quarters Ended
---------------------------
April 2, April 3,
2005 2004
--------- ---------
(In thousands of dollars)
Industry segments:
Sales to unaffiliated customers:
Electronic components $ 5,637 $ 6,396
Microwave micro-circuitry 1,635 1,339
Intersegment sales (14) (87)
--------- ---------
Consolidated $ 7,258 $ 7,648
========= =========
Income before income taxes:
Operating income:
Electronic components $ 187 $ 210
Microwave micro-circuitry (5) 112
Interest and other expense, net (52) (81)
Loss on disposition of assets (36) -
--------- ---------
Consolidated $ 94 $ 241
========= =========
Depreciation and amortization:
Electronic components $ 696 $ 759
Microwave micro-circuitry 69 61
--------- ---------
Consolidated $ 765 $ 820
========= =========
Capital expenditures:
Electronic components $ 233 $ 217
Microwave micro-circuitry 12 60
--------- ---------
Consolidated $ 245 $ 277
========= =========
Identifiable assets:
Electronic components $ 25,181 $ 26,720
Microwave micro-circuitry 6,779 5,785
Corporate 2,294 1,628
Intersegment (21) (82)
--------- ---------
Consolidated $ 34,233 $ 34,051
========= =========
12. NET INCOME PER COMMON SHARE
Basic net income per common share is calculated by dividing net income by the
weighted average number of 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 and warrants, were issued during the reporting period to the
extent they are not anti-dilutive.
The following table summarizes the calculation of basic and diluted net income
per share:
Quarters Ended
------------------------
April 2, April 3,
2005 2004
------------------------
Net income available to common stockholders ........... $ 83,582 $ 230,931
========== ==========
Basic net income per share
- --------------------------------
Weighted average number of shares outstanding for
basic net income per share-
Common stock .......................................... 3,137,784 3,120,891
========== ==========
Net income per common share - basic ................... $ .03 $ .07
========== ==========
Diluted net income per share
- -----------------------------------
Weighted average number of shares outstanding for
diluted net income per share:
Common stock .......................................... 3,137,784 3,120,891
Effect of dilutive securities - stock options (1) ..... 36,736 13,957
---------- ----------
Weighted average number of shares outstanding for
diluted net income per share .......................... 3,174,520 3,134,848
========== ==========
Net income per common share - diluted ................. $ .03 $ .07
========== ==========
10
MERRIMAC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Represents additional shares resulting from assumed conversion of stock
options less shares purchased with the proceeds therefrom.
Diluted net income per share excludes 253,000 and 357,000 shares
underlying stock options for the quarters ended April 2, 2005 and
April 3, 2004, respectively, as the exercise price of these options
was greater than the average market value of the common shares,
resulting in an anti-dilutive effect on net income per share.
13. RELATED PARTY TRANSACTIONS
In May 1998, the Company sold 22,000 shares of Common Stock to Mason N. Carter,
Chairman, President and Chief Executive Officer of the Company, at a price of
$11.60 per share, which approximated the average closing price of the Company's
Common Stock during the first quarter of 1998. The Company lent Mr. Carter
$255,000 in connection with the purchase of these shares and combined that loan
with a prior loan to Mr. Carter in the amount of $105,000. The resulting total
principal amount of $360,000 was payable May 4, 2003 and bore interest at a
variable interest rate based on the prime rate. This loan was further amended on
July 29, 2002. Accrued interest of $40,000 was added to the principal, bringing
the new principal amount of the loan to $400,000, the due date was extended to
May 4, 2006, and interest (at the same rate as was previously applicable) is now
payable monthly. Mr. Carter has pledged 33,000 shares of Common Stock as
security for this loan, which is a full-recourse loan.
On August 31, 2000, in connection with an amendment of Mr. Carter's employment
agreement, the Company loaned Mr. Carter an additional $280,000. Interest on the
loan varies and is based on the prime rate, payable in accordance with Mr.
Carter's employment agreement. Each year the Company is required to forgive 20%
of the amount due under this loan and the accrued interest thereon. During 2004,
the Company forgave $56,000 of principal and $4,500 of accrued interest and paid
a tax gross-up benefit of $6,100. The Company estimates that $56,000 of
principal and $3,000 of accrued interest will be forgiven in 2005, after which
this loan will be fully satisfied.
During the first quarter of 2005, the Company's outside general counsel Katten
Muchin Rosenman LLP was paid $100,000 for providing legal services to the
Company. During the first quarter of 2004, Katten Muchin Rosenman LLP was paid
$86,000. A director of the Company is counsel to Katten Muchin Rosenman LLP but
does not share in the fees that the Company pays to such law firm and his
compensation is not based on such fees.
During 2005 and 2004 the Company retained Career Consultants, Inc. and SK
Associates to perform executive searches and to provide other services to the
Company. The Company paid an aggregate of $2,000 to these companies during the
first quarter of 2005 and $16,000 to these companies during the first quarter of
2004. A director of the Company is the chairman and chief executive officer of
these companies.
During the first quarter of 2005 and 2004, a director of the Company was paid
$9,000 for providing technology-related consulting services to the Company.
During the first quarter of 2005, DuPont Electronic Technologies ("DuPont"), a
stockholder and the employer of a director, was paid $17,000 for providing
technological and marketing-related personnel and services on a cost-sharing
basis to the Company under the Technology Agreement dated February 28, 2002.
During the first quarter of 2004, DuPont was paid $21,000. A director of the
Company is an officer of DuPont, but does not share in any of these payments.
Each director who is not an employee of the Company receives a monthly
director's fee of $1,500, plus an additional $500 for each meeting of the Board
and of any Committees of the Board attended. In addition, the Chair of the Audit
Committee receives an annual fee of $2,500 for his services in such capacity.
The directors are also reimbursed for reasonable travel expenses incurred in
attending Board and Committee meetings. In addition, pursuant to the 2001 Stock
Option Plan, each non-employee director is granted an immediately exercisable
option to purchase 2,500 shares of the Common Stock of the Company on the date
of each Annual Meeting of Stockholders. Each such grant has an exercise price
equal to the fair market value on the date of such grant and will expire on the
tenth anniversary of the date of the grant.
On December 13, 2004 Infineon Technologies AG ("Infineon"), at such time the
beneficial owner of approximately 15% of the Company's common stock, sold
475,000 shares of the Company's common stock to four purchasers in a
privately-negotiated transaction. Two purchasers in such transaction, K Holdings
LLC and Hampshire Investments, Limited, each of which is affiliated with Ludwig
G. Kuttner, purchased shares representing an aggregate of approximately 9.6% of
the
11
Company's common stock. Infineon also assigned to each purchaser certain
registration rights to such shares under the existing registration rights
agreements Infineon had with the Company. In connection with the transaction,
the Company and Infineon terminated the Stock Purchase and Exclusivity Letter
Agreement dated April 7, 2000, as amended, which provided that the Company would
design, develop and produce exclusively for Infineon certain Multi-Mix(R)
products that incorporate active RF power transistors for use in certain
wireless base station applications, television transmitters and certain other
applications that are intended for Bluetooth tranceivers.
DuPont and the four purchasers above hold registration rights which currently
give them the right to register an aggregate of 1,003,413 shares of Common Stock
of the Company.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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: risks associated with demand for and market
acceptance of existing and newly developed products as to which the Company has
made significant investments, particularly its Multi-Mix(R) products; general
economic and industry conditions; the possibilities of impairment charges to the
carrying value of our Multi-Mix(R) assets, thereby resulting in charges to our
earnings; slower than anticipated penetration into the satellite communications,
defense and wireless markets; the risk that the benefits expected from the
Company's acquisition of Filtran Microcircuits Inc. are not realized; the
ability to protect proprietary information and technology; competitive products
and pricing pressures; failure of our Original Equipment Manufacturer, or OEM,
customers to successfully incorporate our products into their systems; the
emergence of new or stronger competitors as a result of consolidation movements
in the market; the timing and market acceptance of our or our OEM customers' new
or enhanced products; our ability and the ability of our OEM customers to keep
pace with the rapid technological changes and short product life cycles in our
industry and gain market acceptance for new products and technologies; changes
in product mix resulting in unexpected engineering and research and development
costs; delays and increased costs in product development, engineering and
production; reliance on a small number of significant customers; foreign
currency fluctuations between the U.S. and Canadian dollars; risks relating to
governmental regulatory actions in communications and defense programs; and
inventory risks due to technological innovation and product obsolescence, as
well as other risks and uncertainties as are 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 of the filing of this Form 10-Q, 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.
OVERVIEW
Merrimac Industries, Inc. ("Merrimac" or the "Company") is involved in the
design, manufacture and sale of electronic component devices offering extremely
broad frequency coverage and high performance characteristics, and microstrip,
bonded stripline and thick metal-backed Teflon(R) (PTFE) and mixed dielectric
multilayer circuits for communications, defense and aerospace applications. The
Company's operations are conducted primarily through two business segments: (1)
electronic components and (2) microwave micro-circuitry (through its subsidiary,
Filtran Microcircuits Inc.).
The following table provides a breakdown of our sales between these segments for
the quarters ended April 2, 2005 and April 3, 2004:
April 2, 2005 April 3, 2004
------------- -------------
$ % of sales $ % of sales
- ---------- - ----------
Electronic components $ 5,637,000 77.7% $ 6,396,000 83.6%
Microwave micro-circuitry(1) $ 1,635,000 22.5% $ 1,339,000 17.5%
Less intersegment sales $ (14,000) (0.2)% $ (87,000) (1.1)%
----------- ----- ----------- -----
Consolidated $ 7,258,000 100.0% $ 7,648,000 100.0%
=========== ===== =========== =====
(1) Substantially all conducted by our Canadian subsidiary, Filtran
Microcircuits Inc.
Merrimac is a versatile technologically oriented company specializing in
miniature radio frequency lumped-element components, integrated networks,
microstrip and stripline microwave components, subsystem assemblies and ferrite
attenuators. Of special significance has been the combination of two or more of
these technologies into single components to achieve superior performance and
reliability while minimizing package size and weight. Merrimac components are
today found in applications as diverse as satellites, military and commercial
aircraft, radar, cellular radio systems, medical and dental diagnostic
instruments and wireless Internet connectivity. Merrimac's components range in
price from $0.50 to more than $10,000 and its subsystem assemblies range from
$500 to more than $500,000.
Multi-Mix(R)
In 1998, Merrimac introduced Multi-Mix(R) Microtechnology capabilities, an
innovative process for microwave, multilayer integrated circuits and
micro-multifunction module (MMFM)(R) technology and subsystems. This process is
based on fluoropolymer composite substrates, which are bonded together into a
multilayer structure using a fusion bonding process. The fusion process provides
a homogeneous dielectric medium for superior electrical performance at microwave
frequencies. This 3-dimensional Multi-Mix(R) design consisting of stacked
circuit layers permits the manufacture of components and subsystems that are a
fraction of the size
13
and weight of conventional microstrip and stripline products.
Multi-Mix PICO(R)
In July 2001, Merrimac introduced its Multi-Mix PICO(R) Microtechnology. Through
Multi-Mix PICO(R) technology, Merrimac offers a group of products at a greatly
reduced size, weight and cost that includes hybrid junctions, directional
couplers, quadrature hybrids, power dividers and inline couplers, filters and
vector modulators along with 802.11a, 802.11b, and 802.11g Wireless LAN (Local
Area Network) modules. When compared to conventional multilayer quadrature
hybrids and directional coupler products, Multi-Mix PICO(R) is more than 84%
smaller in size, without experiencing loss of power or performance. Merrimac has
completed the development of integrated inline multi-couplers and is supplying
these Multi-Mix PICO(R) products to major base station customers.
Merrimac's strategy is to be a reliable supplier of high quality, technically
innovative signal processing products. Merrimac coordinates its marketing,
research and development and manufacturing operations to develop new products
and expand its markets. Merrimac's marketing and development activities focus on
identifying and producing prototypes for new military and commercial programs
and applications in aerospace, navigational systems, telecommunications and
cellular analog and digital wireless telecommunications electronics. Merrimac's
research and development efforts are targeted towards providing customers with
more complex, reliable, and compact products at lower costs.
Filtran Microcircuits Inc.
Acquired by Merrimac in February 1999, Filtran Microcircuits Inc. ("FMI") is a
leading manufacturer of microwave micro-circuitry for the high frequency
communications industry. FMI produces microstrip, bonded stripline, and thick
metal-backed Teflon(R) (PTFE) microcircuits for RF applications including
satellite, aerospace, personal communications systems, fiber optic
telecommunications, automotive, navigational and defense applications worldwide.
FMI participates in the market for millimeter-wave applications. FMI also
supplies mixed dielectric multilayer and high speed interconnect circuitry to
meet customer demand for high performance and cost-effective packaging.
For more information regarding our electronics components business and the
microwave micro-circuitry business done by FMI, please see Note 11 of the Notes
to Consolidated Financial Statements.
The Company markets and sells its products domestically and internationally
through a direct sales force and manufacturers' representatives. Merrimac has
traditionally developed and offered for sale products built to specific customer
needs, as well as standard catalog items.
The Company believes that while its wireless subscriber base continues to grow,
the extended economic downturn, resulting in reduced spending by wireless
telecommunications service providers, has caused many wireless
telecommunications equipment manufacturers to delay or forego purchases of the
Company's products. However, the Company expects that its defense and satellite
customers should continue to maintain their approximate current levels of orders
during fiscal year 2005, though there are no assurances they will do so.
Nevertheless, in times of armed conflict or war, military spending is
concentrated on armaments build up, maintenance and troop support, and not on
the research and development and specialty applications that are the Company's
core strengths and revenue generators. Accordingly, defense and military product
revenues may decrease and should not be expected to increase, at times of armed
conflicts or war. The Company also anticipates increased levels of orders during
fiscal year 2005 for its Multi-Mix(R) Microtechnology products, based on
inquiries from existing customers, requests to quote from new and existing
customers and market research. The improved telecommunications sector and the
continued efforts to diversify FMI into wireless base stations, automotive and
defense applications has resulted in additional orders for FMI, which the
Company anticipates will continue.
Cost of sales for the Company consists of materials, salaries and related
expenses, and outside services for manufacturing and certain engineering
personnel and manufacturing overhead. Our products are designed and manufactured
in the Company's facilities. The Company's manufacturing and production
facilities infrastructure overhead are relatively fixed and are based on its
expectations of future net revenues. Should the Company experience a reduction
in net revenues in a quarter, it could have difficulty adjusting short-term
expenditures and absorbing any excess capacity expenses. If this were to occur,
the Company's operating results for that quarter would be negatively impacted.
In order to remain competitive, the Company must continually reduce its
manufacturing costs through design and engineering innovations and increases in
manufacturing efficiencies. There can be no assurance that the Company will be
able to reduce its manufacturing costs.
14
The Company anticipates that depreciation and amortization expenses will exceed
capital expenditures in fiscal year 2005 by approximately $1,200,000. The
Company intends to issue up to $1,600,000 of purchase order commitments for
capital equipment from various vendors. The Company anticipates that such
equipment will be purchased and become operational during the third and fourth
quarters of 2005.
Selling general and administrative expenses consist of personnel costs for
administrative, selling and marketing groups, sales commissions to employees and
manufacturing representatives, travel, product marketing and promotion costs, as
well as legal, accounting, information technology and other administrative
costs. The Company expects to continue to make significant and increasing
expenditures for selling, general and administrative expenses, especially in
connection with implementation of its strategic plan for generating and
expanding sales of Multi-Mix(R) products.
Research and development expenses consist of materials, salaries and related
expenses of certain engineering personnel, and outside services related to
product development projects. The Company charges all research and development
expenses to operations as incurred. The Company believes that continued
investment in research and development is critical to the Company's long-term
business success. The Company intends to continue to invest in research and
development programs in future periods, and expects that these costs will
increase over time, in order to develop new products, enhance performance of
existing products and reduce the cost of current or new products.
CRITICAL ACCOUNTING ESTIMATES AND POLICIES
The Company's management makes certain assumptions and estimates that impact the
reported amounts of assets, liabilities and stockholders' equity, and revenues
and expenses. The management judgments that are currently the most critical are
related to the accounting for the Company's investments in Multi-Mix (R)
Microtechnology, contract revenue recognition, inventory valuation, valuation of
goodwill and valuation of deferred tax assets.
IMPAIRMENT OF LONG-LIVED ASSETS
Following is a summary of the carrying amounts of the Multi-Mix (R)
Microtechnology net assets included in the Company's consolidated financial
statements at April 2, 2005 and the related future planned purchases and lease
obligation commitments through January 2006.
Net assets:
Property, plant and equipment, at cost......................... $13,918,000
Less accumulated depreciation and amortization................. 5,572,000
-----------
Property, plant and equipment, net............................. 8,346,000
Inventories.................................................... 290,000
Other assets, net.............................................. 233,000
-----------
Total net assets at April 2, 2005.............................. $ 8,869,000
-----------
Commitments:
Planned equipment purchases for the remainder of 2005.......... $ 600,000
Lease obligations through January 2006......................... 250,000
-----------
Total commitments.............................................. $ 850,000
-----------
Total net assets and commitments............................... $ 9,719,000
===========
Approximately 32% of the property, plant and equipment may be utilized in other
areas of our electronic components operations.
The Company anticipates receiving additional orders during 2005 for its
Multi-Mix(R) Microtechnology products, for which substantial research and
development costs have also been incurred. Due to economic and market conditions
in the wireless industry over the past several years, telecommunications system
service providers substantially reduced their capital equipment purchases from
its customers. While these circumstances have resulted in the delay or
cancellation of Multi-Mix(R) Microtechnology product purchases that had been
anticipated from certain specific customers or programs, the Company has
implemented a strategic plan utilizing product knowledge and customer focus to
expand specific sales opportunities. However, continued extended delay or
reduction from planned levels in new orders expected from customers for these
products could require the Company to pursue alternatives related to the
utilization or realization of these assets and commitments, the net result of
which could be materially adverse
15
to the financial results and position of the Company. In accordance with the
Company's evaluation of Multi-Mix(R) under SFAS No. 144, the Company has
determined no provision for impairment is required at this time. Management will
continue to monitor the recoverability of the Multi-Mix(R) assets.
CONTRACT REVENUE RECOGNITION
Contract revenue and related costs on fixed-price and cost-reimbursement
contracts that require customization of products to customer specifications are
recorded when title transfers to the customer, which is generally on the date of
shipment. Prior to shipment, manufacturing costs incurred on such contracts are
recorded as work-in-process inventory. Anticipated losses on contracts are
charged to operations when identified. Revenue related to non-recurring
engineering charges is generally recognized upon shipment of the related initial
units produced or based upon contractually established stages of completion. The
cost rates utilized for cost-reimbursement contracts are subject to review by
third parties and can be revised, which can result in additions to or reductions
from revenue. Revisions which result in reductions to revenue are recognized in
the period that the rates are reviewed and finalized; additions to revenue are
recognized in the period that the rates are reviewed, finalized, accepted by the
customer, and collectability from the customer is assured. The Company
recognizes revenue in accordance with the provisions of Staff Accounting
Bulletin No. 104.
INVENTORY VALUATION
Inventories are valued at the lower of average cost or market. Inventories are
periodically reviewed for their projected manufacturing usage utilization and,
when slow-moving or obsolete inventories are identified, a provision for a
potential loss is made and charged to operations. Total inventories are net of
valuation allowances for obsolescence and cost overruns of $1,996,000 at April
2, 2005 and $1,942,000 at January 1, 2005, of which $940,000 and $901,000,
respectively, represented cost overruns.
Procurement of inventory is based on specific customer orders and forecasts.
Customers have certain rights of modification with respect to these orders and
forecasts. As a result, customer modifications to orders and forecasts affecting
inventory previously procured by us and our purchases of inventory beyond
customer needs may result in excess and obsolete inventory for the related
customers. Although the Company may be able to use some of these excess
components and raw materials in other products it manufactures, a portion of the
cost of this excess inventory may not be recoverable from customers, nor may any
excess quantities be returned to the vendors. The Company also may not be able
to recover the cost of obsolete inventory from vendors or customers.
Write offs or write downs of inventory generally arise from:
- declines in the market value of inventory; and
- changes in customer demand for inventory, such as cancellation of
orders and our purchases of inventory beyond customer needs that
result in excess quantities on hand and that we are not able to return
to the vendor or charge back to the customer.
VALUATION OF GOODWILL
With the adoption of SFAS No. 142 by the Company on December 30, 2001, goodwill
is no longer subject to amortization over its estimated useful life. However,
goodwill is subject to at least an annual assessment for impairment and more
frequently if circumstances indicate a possible impairment. The Company
performed the annual assessment during the fourth quarter of 2004 and determined
there was no impairment.
VALUATION OF DEFERRED TAX ASSETS
The Company currently has significant deferred tax assets resulting from net
operating loss carryforwards, tax credit carryforwards and deductible temporary
differences, which should reduce taxable income in future periods. A valuation
allowance is required when it is more likely than not that all or a portion of a
deferred tax asset will not be realized. The Company's 2002 and 2003 net losses
weighed heavily in the Company's overall assessment. As a result of the
assessment, the Company established a full valuation allowance for its remaining
net domestic deferred tax assets at December 28, 2002. This assessment continued
unchanged in fiscal years 2003, 2004 and 2005. Management believes that a
valuation allowance is not required for FMI's deferred tax assets as their
realization is more likely than not.
16
CONSOLIDATED STATEMENTS OF OPERATIONS SUMMARY
(UNAUDITED)
The following table reflects the percentage relationships of items from the
Consolidated Statements of Operations as a percentage of net sales.
Percentage of Net Sales
-----------------------
Quarters Ended
------------------------
April 2, April 3,
2005 2004
------ ------
Net sales.................................... 100.0% 100.0%
------ ------
Costs and expenses:
Cost of sales.............................. 58.2 56.2
Selling, general and administrative........ 31.9 32.1
Research and development................... 7.4 7.5
------ ------
97.5 95.8
------ ------
Operating income ............................ 2.5 4.2
Interest and other expense, net.............. (.7) (1.1)
Loss on disposition of capital assets........ (.5) -
------ ------
Income before income taxes................... 1.3 3.1
Provision for income taxes................... .1 .1
------ ------
Net income .................................. 1.2% 3.0%
====== ======
FIRST QUARTER OF 2005 COMPARED TO THE FIRST QUARTER OF 2004
Net sales.
Consolidated results of operations for the first quarter of 2005 reflect a
decrease in net sales from the first quarter of 2004 of $390,000 or 5.1% to
$7,258,000. This decrease was attributable to a $759,000 decrease in net sales
of electronic components and offset by a $296,000 increase in sales of microwave
micro-circuitry products from the Company's wholly-owned subsidiary Filtran
Microcircuits Inc. ("FMI") and a $73,000 reduction of intersegment sales. The
decrease in net sales for the electronic components segment for 2005 is
attributable to lower orders in 2005 from existing satellite and defense
customers and a lower opening backlog at the beginning of 2005, as compared to
the beginning of 2004. The lower opening backlog reflected fewer orders from
existing customers in the Company's defense business at the end of 2004.
The Company expects that its defense and satellite customers should continue to
maintain their approximate current levels of orders during fiscal year 2005,
though there are no assurances they will do so. Nevertheless, in times of armed
conflict or war, military spending is concentrated on armaments build up,
maintenance and troop support, and not on the research and development and
specialty applications that are the Company's core strengths and revenue
generators. The Company also anticipates increased levels of orders during
fiscal year 2005 for its Multi-Mix(R) Microtechnology products, based on
inquiries from existing customers, requests to quote from new and existing
customers and market research.
The increase in sales of the microwave micro-circuitry segment for the first
quarter of 2005 was due to new orders from existing customers resulting from the
Company's successful continued efforts to diversify FMI into wireless base
stations, automotive and defense applications. FMI anticipates much of this new
order volume to renew in future periods.
Backlog represents the amount of orders the Company has received that have not
been shipped as of the end of a particular fiscal period. The orders in backlog
are a measure of future sales and determine the Company's upcoming material,
labor and service requirements. The book-to-bill ratio for a particular period
represents orders received for that period divided by net sales for the same
period. The Company looks for this ratio to exceed 1.0, indicating the backlog
is being replenished by new orders at a higher rate than the sales being removed
from the backlog.
17
The following table presents key performance measures that we use to monitor our
operating results for the quarters ending April 2, 2005 and April 3, 2004:
2005 2004
--------------------- -----------------
Beginning backlog $ 12,945,000 $ 12,395,000
Plus bookings $ 8,195,000 $ 8,609,000
Less net sales $ 7,258,000 $ 7,648,000
Ending backlog $ 13,882,000 $ 13,356,000
Book-to-bill ratio 1.13 1.13
Orders of $8,195,000 were received during the first quarter of 2005, a decrease
of $414,000 or 4.8% compared to $8,609,000 in orders received during the first
quarter of 2004. Backlog increased by $937,000 to $13,882,000 at the end of
first quarter of 2005 compared to $12,945,000 at year-end 2004.
The Company believes that while the wireless subscriber base continues to grow,
the extended economic downturn, resulting in reduced spending by wireless
telecommunications service providers, has caused many wireless
telecommunications equipment manufacturers to delay or forego purchases of the
Company's products. However, the Company expects that its defense and satellite
customers should continue to maintain their approximate current levels of orders
for the remainder of fiscal year 2005, though there are no assurances they will
do so. The Company also anticipates increased levels of orders during fiscal
year 2005 for its Multi-Mix(R) Microtechnology products, based on inquiries from
existing customers, requests to quote from new and existing customers and market
research. The improved telecommunications sector and the continued efforts to
diversify FMI into wireless base stations, automotive and defense applications
has resulted in additional orders for FMI.
Cost of sales and Gross profit.
The following table provides comparative gross profit information, by product
segment, between the quarters ended April 2, 2005 and April 3, 2004.
<TABLE>
Quarter ended April 2, 2005 Quarter ended April 3, 2004
------------------------------------------------- ----------------------------------------------------
Increase/ Increase/
--------- ---------
(Decrease) % of (Decrease) % of
----------- ----- ----------- -----
from prior Segment from prior Segment
----------- ------- ----------- -------
$ period Net Sales $ period Net Sales
----------- ----------- --------- -------- ----------- ---------
Electronic Components $ 2,672,000 $ (270,000) 47.4% $ 2,942,000 $ 628,000 46.0%
Gross Profit
Microwave Micro-
Circuitry Gross $ 362,000 $ (44,000) 22.2% $ 406,000 $ 268,000 30.4%
Profit
Consolidated Gross $ 3,034,000 $ (314,000) 41.8% $ 3,348,000 $ 896,000 43.8%
Profit
</TABLE>
The decrease in gross profit for 2005 for the electronic components segment was
due to the overall decrease in segment sales offset by a reduction of
intersegment purchases from FMI of $73,000 for the first quarter of 2005
compared to the first quarter of 2004. The improvement in gross margin percent
to 47.4% in the first quarter of 2005 from 46.0% in the first quarter of 2004
for the electronic components segment was due to higher yields and lower fixed
costs.
Depreciation expense included in consolidated cost of sales for the first
quarter of 2005 was $688,000, a decrease of $41,000 compared to the first
quarter of 2004. For the first quarter of 2005, approximately $380,000 of
depreciation expense was associated with Multi-Mix(R) Microtechnology capital
assets. For the first quarter of 2005, approximately $493,000 of depreciation
expense was associated with Multi-Mix(R) Microtechnology capital assets.
FMI sales include intersegment sales of $14,000 and $87,000 in the first quarter
of 2005 and 2004, respectively. The decrease in gross margin and gross margin
percent for the first quarter of 2005 is due to higher direct labor and
manufacturing costs, attributable to the strengthening of the Canadian dollar,
related to defense orders booked in 2004. These higher costs for such defense
orders are not expected to continue into future periods.
Selling, general and administrative expenses.
Selling, general and administrative expenses of $2,311,000 for the first quarter
of 2005 decreased by $143,000 or 5.8%, and when expressed as a percentage of net
sales, decreased by 0.2
18
percentage points to 31.9% compared to the first quarter of 2004. The decrease
in such expenses for the first quarter of 2005 was due to lower commissions
related to the lower sales level in the first quarter of 2005 and lower
administrative costs.
Research and development expenses.
Research and development expenses for new products were $541,000 for the first
quarter of 2005, a decrease of $31,000 or 5.4%, and when expressed as a
percentage of net sales, a decrease of 0.1 percentage points to 7.4% compared to
the first quarter of 2004. Except for $40,000 of expenses at FMI (a decrease of
$17,000 from such FMI expenses in the first quarter of 2004) substantially all
of the research and development expenses were related to Multi-Mix(R)
Microtechnology and Multi-Mix PICO(R) products. The Company anticipates that
these expenses will increase in future periods in connection with implementation
of our strategic plan for Multi-Mix(R).
Operating income.
Consolidated operating income for the first quarter of 2005 was $182,000
compared to consolidated operating income of $322,000 for the first quarter of
2004. The decrease in consolidated operating income was due to the lower sales
level, partially offset by the lower level of operating expenses.
For the first quarter of 2005, the Company's operating income for its electronic
component segment was $187,000 compared to operating income of $210,000 for the
first quarter of 2004. For the first quarter of 2005, operating loss for the
microwave micro-circuitry segment was $5,000 compared to operating income of
$112,000 for the first quarter of 2004. The lower operating income for the
microwave micro-circuitry segment was due to the segment's higher commissions
and administrative expenses compared to the first quarter of 2004.
Interest and other expense, net.
Interest and other expense, net was $53,000 for the first quarter of 2005
compared to interest and other expense, net of $81,000 for the first quarter of
2004. Interest expense for the first quarter of 2005 was principally incurred on
borrowings under the term loans which the Company consummated during the fourth
quarter of 2003. Interest expense for the first quarter of 2004 was principally
incurred on borrowings under the Company's revolving line of credit and the term
loans described above. Despite the general rise in interest rates from 2004 to
2005, the reduction of interest and other expense was due to lower outstanding
debt balances during the first quarter of 2005 as the Company repaid
approximately $1,500,000 throughout 2004.
Income taxes.
The Company's effective tax rate for the quarter ended April 2, 2005 reflects
U.S. Federal Alternative Minimum Tax and State income taxes that are due based
on certain statutory limitations on the use of the Company's net operating loss
carryforwards.
Internal Revenue Service Code Section 382 places a limitation on the utilization
of net operating loss carryforwards when an ownership change, as defined in the
tax law, occurs. Generally, an ownership change occurs when there is a greater
than 50 percent change in ownership. If such a change should occur, the actual
utilization of net operating loss carryforwards, for tax purposes, would be
limited annually to a percentage of the fair market value of the Company at the
time of such change. The Company may become subject to these limitations in 2005
depending on change in ownership.
Net income.
Net income for the first quarter of 2005 was $84,000 compared to net income of
$231,000 for the first quarter of 2004. Net income per diluted share for the
first quarter of 2005 was $.03 compared to net income of $.07 per diluted share
for the first quarter of 2004.
LIQUIDITY AND CAPITAL RESOURCES
The Company had liquid resources comprised of cash and cash equivalents totaling
approximately $2,300,000 at the end of the first quarter of 2005 compared to
approximately $2,200,000 at the end of 2004. The Company's working capital was
approximately $9,400,000 and its current ratio was 3.3 to 1 at the end of the
first quarter of 2005 compared to $8,500,000 and 2.9 to 1, respectively, at the
end of 2004. At April 2, 2005, the Company had available borrowing capacity
under its revolving line of credit of $3,900,000.
19
The Company's operating activities generated positive cash flows of $333,000
during the first quarter of 2005 compared to $2,296,000 of positive cash flows
during the first quarter of 2004. The primary sources of operating cash flows
for the first quarter of 2005 were the quarterly net income of $83,000 which was
reduced by depreciation and amortization of $777,000, the reduction of accounts
receivable of $252,000, offset by an increase in inventories of $363,000, an
aggregate decrease in accounts payable, customer deposits and accrued
liabilities of $389,000 and an increase in other current assets of $86,000. The
primary sources of operating cash flows for the first quarter of 2004 were the
quarterly net income of $231,000; depreciation and amortization of $820,000; the
reduction of accounts receivable of $580,000; a decrease in other current
assets; and an aggregate increase in accounts payable, accrued liabilities and
customer deposits of $639,000, partly offset by increased inventory levels and
the reduction of other liabilities.
The Company made net cash investments in property, plant and equipment of
$245,000 during the first quarter of 2005 compared to net cash investments made
in property, plant and equipment of $277,000 during the first quarter of 2004.
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 $8,346,000 at the end of the
first quarter of 2005, a decrease of $527,000 compared to $8,873,000 at the end
of fiscal year 2004.
The Company's planned equipment purchases and other commitments are expected to
be funded through cash resources and cash flows expected to be generated from
operations, and supplemented by the Company's $5,000,000 revolving credit
facility, which expires October 8, 2006.
The financing agreement with CIT consists of a $5,000,000 revolving line of
credit, that is temporarily reduced by $250,000 until certain conditions are
met; a $1,500,000 machinery and equipment term loan ("Term Loan A") and a
$2,750,000 real estate term loan ("Term Loan B"). In connection with this
financing agreement, the Company was required to place, over the life of the
loan, $1,500,000 as restricted cash collateral with CIT. The revolving line of
credit, which expires October 8, 2006, is subject to an availability limit under
a borrowing base calculation (85% of eligible accounts receivable as defined in
the financing agreement plus 100% of the $1,500,000 restricted cash). At April
2, 2005, the Company had available borrowing capacity under its revolving line
of credit of $3,900,000. The revolving line of credit bears interest at the
prime rate plus 1/2 percent (currently 6.50%). The principal amount of Term Loan
A is payable in 60 equal monthly installments of $25,000 and bears interest at
the prime rate plus one percent (currently 7.00%). The principal amount of Term
Loan B is payable in 84 equal monthly installments of $32,738 and bears interest
at the prime rate plus one percent (currently 7.00%). As of April 2, 2005, the
Company, under the terms of its agreement with CIT, had elected to convert
$900,000 of Term Loan A and $2,100,000 of Term Loan B from their prime rate base
to LIBOR-based interest rate loans. The current LIBOR interest rate options were
renewed on October 12, 2004 for six months at an interest rate of 5.49% and
expired April 11, 2005. The new LIBOR interest rate options were renewed for six
months at 6.64% and will expire October 11, 2005. The revolving line of credit
and the term loans are secured by substantially all of the Company's assets
located within the United States and the pledge of 65% of the stock of the
Company's subsidiaries located in Costa Rica and Canada. The provisions of the
financing agreement require the Company to maintain certain financial and other
covenants. The Company was in compliance with these covenants at April 2, 2005.
FMI has a revolving credit agreement in place with The Bank of Nova Scotia for
up to $500,000 (Canadian) at the prime rate plus 3/4%. No borrowings were
outstanding under this agreement at April 2, 2005.
FMI has a $1,800,000 (Canadian) revolving lease line with the Bank of Nova
Scotia, whereby the Company can obtain funding for previous production equipment
purchases via a sale/leaseback transaction. As of April 2, 2005, $644,000
(Canadian) has been utilized under this facility. Such leases are payable in
monthly installments for up to five years and are secured by the related
production equipment. Interest rates (typically prime rate plus one percent) are
set at the closing of each respective sale/leaseback transaction. During the
first quarter of 2005, FMI obtained $231,000 (US) in connection with the
sale/leaseback of certain production equipment. The related equipment was
originally purchased by the Company in 2004.
Capital leases included in property, plant and equipment, net, have a
depreciated cost of approximately $739,000 at April 2, 2005 and $611,000 at
January 1, 2005.
Depreciation and amortization expenses exceeded capital expenditures for
production equipment during the first quarter of 2005 by approximately $520,000,
and the Company anticipates that depreciation and amortization expenses will
exceed capital expenditures in fiscal year 2005 by approximately $1,200,000. The
Company intends to issue commitments to purchase $1,600,000 of capital equipment
from various vendors. The Company anticipates that such equipment will be
purchased and become operational during the third and fourth quarters of 2005.
20
The functional currency for the Company's wholly-owned subsidiary FMI is the
Canadian dollar. The change in accumulated other comprehensive income for the
first quarter of 2005 and 2004 reflect the changes in the exchange rates between
the Canadian dollar and the United States dollar for those respective periods.
The functional currency for the Company's Costa Rica operations is the United
States dollar.
RECENT ACCOUNTING PRONOUNCEMENTS
In November 2004, SFAS No. 151, "Inventory Costs (An amendment of ARB No. 43,
Chapter 4)," was issued. SFAS No. 151 amends Accounting Research Bulletin
("ARB") No. 43, Chapter 4, to clarify that abnormal amounts of idle facility
expense, freight, handling costs and wasted materials (spoilage) should be
recognized as current-period charges. In addition, SFAS No. 151 requires that
allocation of fixed production overhead to inventory be based on normal capacity
of the production facilities. SFAS No. 151 is effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. The Company is
currently evaluating the impact that SFAS No. 151 will have on its financial
position and results of operations.
In December 2004, SFAS No. 123R, "Share-Based Payment," a revision of SFAS No.
123, "Accounting for Stock-Based Compensation", was issued. SFAS No. 123R
replaces existing requirements of SFAS No. 123 and APB Opinion No. 25
"Accounting for Stock-Based Compensation", and requires public companies to
recognize the cost of employee services received in exchange for equity
instruments, with limited exceptions. SFAS No. 123R also affects the pattern in
which compensation cost is recognized, the accounting for employee share
purchase plans, and the accounting for income tax effects of share-based payment
transactions. SFAS No. 123R will be effective as of the beginning of the next
fiscal year that begins after June 15, 2005. The Company expects the adoption of
this statement will have a non-cash material effect on its financial statements,
but the Company cannot reasonably estimate the impact of the adoption because
certain assumptions used in the calculation of the value of share-based payments
may change in 2005.
The FASB has proposed FASB Staff Position No. 109-a, "Application of FASB
Statement No. 109, Accounting for Income Taxes, for the Tax Deduction Provided
to U.S. Based Manufacturers by the American Jobs Creation Act of 2004." On
October 22, 2004, the American Jobs Creation Act of 2004 (the "Act") was signed
into law by the President. This Act includes tax relief for domestic
manufacturers by providing a tax deduction for up to 9 percent (when fully
phased in) of the lesser of (a) "qualified production activities income," or (b)
taxable income (after the deduction for the utilization of any net operating
loss carryforwards). As a result of this Act, an issue has arisen as to whether
this deduction should be accounted for as a special deduction or a tax rate
reduction under SFAS No. 109. The FASB staff believes that the domestic
manufacturing deduction is based on the future performance of specific
activities, including the level of wages. Accordingly, the FASB staff believes
that the deduction provided for under the Act should be accounted for as a
special deduction in accordance with SFAS No. 109 and not as a tax rate
reduction. The Company is currently evaluating the impact that this provision
will have on its financial position and results of operations.
INVESTMENT CONSIDERATIONS
You should carefully consider the matters described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing our company. Our business operations may be impaired by
additional risks and uncertainties of which we are unaware or that we currently
consider immaterial.
Our business, results of operations or cash flows may be adversely
affected if any of the following risks actually occur. In such case, the trading
price of our common stock could decline, and you may lose part or all of your
investment.
The market for our products, in particular our Multi-Mix(R) products, is new and
rapidly evolving. If we are not able to develop or enhance our products, or to
respond to customer needs, our net revenues will suffer.
Our future success depends in large part on our ability to develop and
market our new line of Multi-Mix(R) modules, filters, couplers and delay lines
products, particularly to the wireless base station and defense sectors. We will
also need to continually enhance our existing core products (passive RF and
microwave component assemblies, power dividers and other micro circuitry
products), lower product cost and develop new products that maintain
technological competitiveness. Our core products must meet changing customer,
regulatory and particular technological requirements and standards, and our
Multi-Mix(R) products especially must respond to the changing needs of our
customers, particularly our OEM customers. These
21
customer requirements might or might not be compatible with our current or
future product offerings. We might not be successful in modifying our products
and services to address these requirements and standards and our business could
suffer.
Multi-Mix(R) Microtechnology and Multi-Mix PICO(R) Products.
We have made capital investments of approximately $14 million in our
proprietary line of Multi-Mix(R) Microtechnology products.
While we have generated revenues and developed a customer base for our
Multi-Mix (R) products, if a competitive product or decreased consumer demand
for our Multi-Mix (R) products resulted in significant decrease in those
revenues, our ability to recover our investment in our Multi-Mix (R)
Microtechnology product assets could be negatively impacted and result in a
write off of the carrying value of these assets and an impairment charge to our
earnings.
In addition, we have invested significant engineering, research and
development, personnel and other resources in developing our new Multi-Mix
Zapper(R) product line, introduced in June 2004. While revenues to date have not
been material, we intend to incur significant additional expenses, including
sales and marketing costs, in implementing our strategic plan to commercialize
various applications of our Multi-Mix(R) technologies. These products are direct
drop-in replacements for competing technologies used in virtually all wireless
base stations. There are competing technologies already in the marketplace, and
in order to obtain market share we will have to convince customers to convert to
our products from those that are already in use.
We may seek to enter into joint ventures, research and development,
distribution and other arrangements with third party OEM's, defense contractors,
universities and research institutions and others in order to successfully
market our Multi-Mix(R) products. In fact, we may find it necessary to enter
into such arrangements if our own resources are inadequate to develop recurring
revenues and a sustained commercial market for these products. There can be no
assurance we will be able to enter into such arrangements, or do so on
commercially attractive terms, if necessary.
Our business plan anticipates significant future revenues from our
Multi-Mix(R) products. Due to economic and market conditions in the wireless
industry over the past several years, telecommunications system service
providers substantially reduced their capital equipment purchasers from our
customers. While these circumstances have resulted in the delay or cancellation
of Multi-Mix(R) Microtechnology product purchases that had been anticipated from
certain specific customers or programs, the Company has implemented a strategic
plan utilizing product knowledge and customer focus to expand specific sales
opportunities. However, continued extended delay or reduction from planned
levels in new orders expected from customers for these products could require
the Company to pursue alternatives related to the utilization or realization of
these assets and commitments. If we are unable to generate significant future
revenues from these Multi-Mix(R) products or identify alternative uses,
sufficient to recover our investment, we could have to write down the carrying
value of these assets, thereby incurring an impairment charge to earnings, which
would significantly harm our operations and financial condition.
Our products are intended for use in various sectors of the satellite, defense
and telecommunications industries, which produces technologically advanced
products with short life cycles.
Factors affecting the satellite, defense and telecommunications
industries, in particular the short life cycle of certain products, could
seriously harm our customers and reduce the volume of products they purchase
from us. These factors include:
- the inability of our customers to adapt to rapidly changing technology
and evolving industry standards that result in short product life
cycles;
- the inability of our customers to develop and market their products,
some of which are new and untested; and
- the potential that our customers' products may become obsolete or the
failure of our customers' products to gain widespread commercial
acceptance.
The expenses relating to our products might increase, which could reduce our
gross margins.
In the past, developing engineering solutions, meeting research and
development challenges and overcoming production and manufacturing issues have
resulted in additional expenses and cost
22
overruns. These expenses create pressure on our average selling prices and may
result in decreased margins of our products. We expect that this will continue.
In the future, competition could increase, and we anticipate this may result in
additional pressure on our pricing. We also may not be able to increase the
price of our products in the event that the cost of components or overhead
increase. Changes in exchange rates between the United States and Canadian
dollars, and other currencies, might result in further disparity between our
costs and selling price and hurt our ability to maintain gross margins.
We carry inventory and there is a risk we may be unable to dispose of certain
items.
We procure inventory based on specific customer orders and forecasts.
Customers have certain rights of modification with respect to these orders and
forecasts. As a result, customer modifications to orders and forecasts affecting
inventory previously procured by us and our purchases of inventory beyond
customer needs may result in excess and obsolete inventory for the related
customers. Although we may be able to use some of these excess components and
raw materials in other products we manufacture, a portion of the cost of this
excess inventory may not be recoverable from customers, nor may any excess
quantities be returned to the vendors. We also may not be able to recover the
cost of obsolete inventory from vendors or customers.
Write offs or write downs of inventory generally arise from:
- declines in the market value of inventory;
- changes in customer demand for inventory, such as cancellations of
orders; and
- our purchases of inventory beyond customer needs that result in
excess quantities on hand and that we are not able to return to
the vendor or charge back to the customer.
Our products and therefore our inventories are subject to technological
risk. At any time either new products may enter the market or prices of
competitive products may be introduced with more attractive features or at lower
prices than ours. There is a risk we may be unable to sell our inventory in a
timely manner and avoid it becoming obsolete. As of April 2, 2005, our
inventories, including raw materials, work-in-process and finished goods, were
valued at $3.3 million and we had valuation allowances for obsolescence and cost
overruns of $2.0 million against these inventories. In the event we are required
to substantially discount our inventory or are unable to sell our inventory in a
timely manner, we would be required to increase our reserves and our operating
results could be substantially harmed.
We generally do not obtain long-term volume purchase commitments from customers,
and, therefore, cancellations, reductions in production quantities and delays in
production by our customers could adversely affect our operating results.
We generally do not obtain firm, long-term purchase commitments from
our customers. Customers may cancel their orders, choose not to exercise options
for further product purchases, reduce production quantities or delay production
for a number of reasons. In the event our customers experience significant
decreases in demand for their products and services, our customers may cancel
orders, delay the delivery of some of the products that we manufactured or place
purchase orders for fewer products than we previously anticipated. Even when our
customers are contractually obligated to purchase products from us, we may be
unable or, for other business reasons, choose not to enforce our contractual
rights. Cancellations, reductions or delays of orders by customers would:
- adversely affect our operating results by reducing the volumes of
products that we manufacture for our customers;
- delay or eliminate recoupment of our expenditures for inventory
purchased in preparation for customer orders; and
- lower our asset utilization, which would result in lower gross
margins.
Products we manufacture may contain design or manufacturing defects that could
result in reduced demand for our services and liability claims against us.
We manufacture products to our customers' specifications that are
highly complex and may at times contain design or manufacturing defects. Defects
have been discovered in products we manufactured in the past and despite our
quality control and quality assurance efforts, defects may occur in the future.
Defects in the products we manufacture, whether caused by design, manufacturing
or component defects, may result in delayed shipments to customers or reduced or
cancelled customer orders. If these defects occur in large quantities or
frequently, our
23
business reputation may also be tarnished. In addition, these defects may result
in liability claims against us. Even if customers are responsible for the
defects, they may or may not be able to assume responsibility for any costs or
payments.
We are subject to risks of currency fluctuations.
A portion of our business is conducted in currencies other than the
U.S. dollar. Changes in exchange rates among other currencies and the U.S.
dollar will affect our cost of sales, operating margins and revenues. Our
Canadian operations were adversely impacted in fiscal 2004 as a result of
changes in the Canadian and U.S. Dollar exchange rates. We cannot predict the
impact of future exchange rate fluctuations. In addition, certain of our
subsidiaries that have non-U.S. dollar functional currencies transact business
in U.S. dollars.
We rely on a small number of customers for a substantial portion of our net
sales, and declines in sales to these customers could adversely affect our
operating results.
Sales to our five largest customers accounted for 45.6% of our net
sales in the fiscal year ended January 1, 2005 and our two largest customers,
Raytheon Company and Northrop Grumman Corporation, accounted for 13.9%, and
11.9%, respectively, of our net sales for that period. We depend on the
continued growth, viability and financial stability of our customers,
substantially all of which operate in an environment characterized by rapid
technological change, short product life cycle, consolidation, and pricing and
margin pressures. We expect to continue to depend upon a relatively small number
of customers for a significant percentage of our revenue. Consolidation among
our customers may further concentrate our business in a limited number of
customers and expose us to increased risks relating to dependence on a small
number of customers. In addition, a significant reduction in sales to any of our
large customers or significant pricing and margin pressures exerted by a key
customer would adversely affect our operating results. In the past, some of our
large customers have significantly reduced or delayed the volume of products
ordered from us as a result of changes in their business, consolidation or
divestitures or for other reasons. We cannot be certain that present or future
large customers will not terminate their arrangements with us or significantly
change, reduce or delay the amount of products ordered from us, any of which
would adversely affect our operating results.
A substantial portion of our revenues are related to the defense and
military communications sectors. However, in times of armed conflict or war,
military spending is concentrated on armaments build up, maintenance and troop
support, and not on the research and development and specialty applications that
are the Company's core strengths and revenue generators. Accordingly, our
defense and military product revenues may decrease, and should not be expected
to increase, at times of armed conflicts or war.
Variations in our quarterly operating results could occur due to factors
including changes in demand for our products, the timing of shipments and
changes in our mix of net revenues.
Our quarterly net revenues, expenses and operating results have varied
in the past and might vary significantly from quarter to quarter in the future.
Quarter-to-quarter comparisons of our operating results are not a good
indication of our future performance, and should not be relied on to predict our
future performance. Our short-term expense levels and manufacturing and
production facilities infrastructure overhead are relatively fixed and are based
on our expectations of future net revenues. If we were to experience a reduction
in net revenues in a quarter, we could have difficulty adjusting our short-term
expenditures and absorbing our excess capacity expenses. If this were to occur,
our operating results for that quarter would be negatively impacted. Other
factors that might cause our operating results to fluctuate on a quarterly basis
include:
- changes in the mix of net revenues attributable to higher-margin
and lower-margin products;
- customers' decisions to defer or accelerate orders;
- timing of shipments of orders for our products;
- changes in product mix which could cause unexpected engineering or
research and development costs;
- changes in demand for our products;
- announcements or introductions of new products by our competitors;
- engineering or production delays due to product defects or quality
problems and production yield issues; and
- defense budgets are very dynamic which could cause military
program delays or cancellations.
24
Competition.
The microwave component and subsystems industry continues to be highly
competitive. The Company competes against many companies, both foreign and
domestic, many of which are larger and have greater financial and other
resources. Direct competitors for Merrimac in the commercial market are Anaren,
Sirenza, Vari-L, Radiall and Sochen. Major competitors for Merrimac in the
military market are Anaren, M/A Com, L-3 Communications (Narda), Sage, TRM and
KW Microwave. Major competitors for Filtran in the microwave micro-circuitry
market are Labtech, MPC and Precision Instruments. As a direct supplier to OEMs,
the Company also faces significant competition from the in-house capabilities of
its customers. However, the current trend in the wireless marketplace has been
for the OEMs to outsource more design and production work, thereby freeing up
their internal resources for other use. Thus, the Company believes that internal
customer competition exists predominantly in its space and defense and satellite
businesses.
In the wireless market, increased price pressure from the Company's
customers is a continuing challenge. It is anticipated that this pricing
pressure will continue indefinitely.
The principal competitive factors are technical performance,
reliability, ability to produce in volume, on-time delivery and price. Based on
these factors, the Company believes that it competes favorably in its markets.
The Company believes that it is particularly strong in the areas of technical
performance and on-time delivery in the wireless marketplace. The Company
believes that it competes favorably on price as well.
The RF and microwave components industry is highly competitive and has
become more so as defense spending has changed program spending profiles.
Furthermore, current Department of Defense efforts are shifting funds to support
troops engaged in existing hostilities around the world. We compete against
numerous U.S. and foreign providers with global operations, as well as those who
operate on a local or regional basis. In addition, current and prospective
customers continually evaluate the merits of manufacturing products internally.
Changes in the industries and sectors we service could significantly harm our
ability to compete, and consolidation trends could result in larger competitors
that may have significantly greater resources with which to compete against us.
We may be operating at a cost disadvantage compared to manufacturers
who have greater direct buying power from component suppliers, distributors and
raw material suppliers or who have lower cost structures. Our manufacturing
processes are generally not subject to significant proprietary protection, and
companies with greater resources or a greater market presence may enter our
market or increase their competition with us. Increased competition could result
in price reductions, reduced sales and margins or loss of market share.
Intellectual Property.
Substantial litigation regarding intellectual property rights exists in
our industry. We do not believe our intellectual properties infringe those of
others, and are not aware that any third party is infringing our intellectual
property rights. A risk always exists that third parties, including current and
potential competitors, could claim that our products, or our customers'
products, infringe on their intellectual property rights or that we have
misappropriated their intellectual property. We may discover that a third party
is infringing upon our intellectual property rights, or has been issued an
infringing patent.
Infringement suits are time consuming, complex, and expensive to
litigate. Such litigation could cause a delay in the introduction of new
products, require us to develop non-infringing technology, require us to enter
into royalty or license agreements, if available, or require us to pay
substantial damages. We have agreed to indemnify certain customers for
infringement of third-party intellectual property rights. We could incur
substantial expenses and costs in case of a successful indemnification claim. If
a successful claim of infringement were made against us and we could not develop
non-infringing technology or license the infringed or similar technology on a
timely and cost-effective basis, our business could be significantly negatively
impacted.
The Company's success depends to a significant degree upon the
preservation and protection of its product and manufacturing process designs and
other proprietary technology. To protect, its proprietary technology, the
Company generally limits access to its technology, treats portions of such
technology as trade secrets, and obtains confidentiality or non-disclosure
agreements from persons with access to the technology. The Company's agreements
with its
25
employees prohibits employees from disclosing any confidential information,
technology developments and business practices, and from disclosing any
confidential information entrusted to the Company by other parties. Consultants
engaged by the Company who have access to confidential information generally
sign an agreement requiring them to keep confidential and not disclose any
non-public confidential information.
The Company currently has 13 active patents and has filed 2 other
patent applications that are currently pending before the United States Patent
and Trademark Office to protect both the design and manufacture of its products.
The Company plans to pursue intellectual property protection in foreign
countries, primarily in the form of international patents, in instances where
the technology covered is considered important enough to justify the added
expense. By agreement, Company employees who initiate or contribute to a
patentable design or process are obligated to assign their interest in any
potential patent to the Company.
Our executive officers, engineers, research and development and technical
personnel are critical to our business, and without them we might not be able to
execute our business strategy.
Our financial performance depends substantially on the performance of
our executive officers and key employees. We are dependent in particular on
Mason N. Carter, who serves as our Chief Executive Officer, Reynold K. Green,
our Chief Operating Officer, Robert V. Condon, who serves as our Chief Financial
Officer and James J. Logothetis, our Chief Technology Officer. We are also
dependent upon our other highly skilled engineering, research and development
and technical personnel, due to the specialized technical nature of our
business. If we lose the services of any of our key personnel and are not able
to find replacements in a timely manner, our business could be disrupted, other
key personnel might decide to leave, and we might incur increased operating
expenses associated with finding and compensating replacements. Key Man
insurance is maintained on certain executives of the Company.
Government Regulation.
The Company's products are incorporated into telecom and wireless
communications systems that are subject to regulation domestically by various
government agencies, including the Federal Communications Commission and
internationally by other government agencies. In addition, because of its
participation in the satellite and defense industry, the Company is subject to
audit from time to time for compliance with government regulations by various
governmental agencies. The Company is also subject to a variety of local, state
and federal government regulations relating to environmental laws, as they
relate to toxic or other hazardous substances used to manufacture the Company's
products. The Company believes that it operates its business in material
compliance with applicable laws and regulations. However, any failure to comply
with existing or future laws or regulations could have a material adverse effect
on the Company's business, financial condition and results of operations.
Export controls.
The Company's products are subject to the Export Administration
Regulations ("EAR") administered by the U.S. Department of Commerce and may, in
certain instances, be subject to the International Traffic in Arms Regulations
("ITAR") administered by the U.S. Department of State. EAR restricts the export
of dual-use products and technical data to certain countries, while ITAR
restricts the export of defense products, technical data and defense services.
The Company believes that it has implemented internal export procedures and
controls in order to achieve compliance with the applicable U.S. export control
regulations. However, the U.S. government agencies responsible for administering
EAR and ITAR have significant discretion in the interpretation and enforcement
of these regulations, and it is possible that these regulations could adversely
affect the Company's ability to sell its products to non-U.S. customers.
Risks of International Operations.
A significant percentage of the Company's revenues is derived from the
operations of its wholly-owned subsidiaries in Costa Rica and Canada. These
revenues are subject to the risks normally associated with international
operations which include, without limitation, fluctuating currency exchange
rates, changing political and economic conditions, difficulties in staffing and
managing foreign operations, greater difficulty and expense in administering
business abroad, complications in complying with foreign laws and changes in
regulatory requirements, and cultural differences in the conduct of business.
While the Company believes that current political and economic
conditions in Canada and Costa Rica are relatively stable, such conditions may
adversely change so as to effect
26
underlying business assumptions about the current opportunities which exist for
doing business in those countries. In particular, the government in Costa Rica
could change, the currency exchange rate between the U.S. and Canadian dollars
may change adversely (as occurred in 2004), or the cost of labor and/or goods
and services necessary to the operations of the Company may increase.
Recently enacted changes in the Securities Laws and Regulations are likely to
increase costs.
The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") has required
changes in some of our corporate governance, securities disclosure and
compliance practice. In response to the requirements of the Sarbanes-Oxley Act,
the SEC and the American Stock Exchange have promulgated new rules in a variety
of subjects. Compliance with these new rules has increased our legal and
accounting costs, and we expect these increased costs to continue indefinitely.
These developments may also make it more difficult for us to attract and retain
qualified members of our board of directors or qualified executive officers.
If we receive other than an unqualified opinion on the adequacy of our internal
control over financial reporting as of December 30, 2006 and future year-ends as
required by Section 404 of the Sarbanes-Oxley Act, investors could lose
confidence in the reliability of our financial statements, which could result in
a decrease in the value of our common stock.
As required by Section 404 of the Sarbanes-Oxley Act, the SEC adopted
rules requiring public companies to include a report of management on the
company's internal control over financial reporting in their annual reports on
Form 10-K or 10-KSB that contains an assessment by management of the
effectiveness of the Company's internal control over financial reporting. In
addition, the public accounting firm auditing a company's financial statements
must attest to and report on both management's assessment as to whether the
company maintained effective internal control over financial reporting and on
the effectiveness of the company's internal control over financial reporting.
We are currently undergoing a comprehensive effort to comply with
Section 404 of the Sarbanes-Oxley Act. If we are unable to complete our
assessment in a timely manner or if our independent auditors issue other than an
unqualified opinion on the design, operating effectiveness or management's
assessment of internal control over financial reporting, this could result in an
adverse reaction in the financial markets due to a loss of confidence in the
reliability of our financial statements, which could cause the market price of
our shares to decline.
RELATED PARTY TRANSACTIONS
In May 1998, the Company sold 22,000 shares of Common Stock to Mason N. Carter,
Chairman, President and Chief Executive Officer of the Company, at a price of
$11.60 per share, which approximated the average closing price of the Company's
Common Stock during the first quarter of 1998. The Company lent Mr. Carter
$255,000 in connection with the purchase of these shares and combined that loan
with a prior loan to Mr. Carter in the amount of $105,000. The resulting total
principal amount of $360,000 was payable May 4, 2003 and bore interest at a
variable interest rate based on the prime rate. This loan was further amended on
July 29, 2002. Accrued interest of $40,000 was added to the principal, bringing
the new principal amount of the loan to $400,000, the due date was extended to
May 4, 2006, and interest (at the same rate as was previously applicable) is now
payable monthly. Mr. Carter has pledged 33,000 shares of Common Stock as
security for this loan, which is a full-recourse loan.
On August 31, 2000, in connection with an amendment of Mr. Carter's employment
agreement, the Company loaned Mr. Carter an additional $280,000. Interest on the
loan varies and is based on the prime rate, payable in accordance with Mr.
Carter's employment agreement. Each year the Company is required to forgive 20%
of the amount due under this loan and the accrued interest thereon. During 2004,
the Company forgave $56,000 of principal and $4,500 of accrued interest and paid
a tax gross-up benefit of $6,100. The Company estimates that $56,000 of
principal and $3,000 of accrued interest will be forgiven in 2005, after which
this loan will be fully satisfied.
During the first quarter of 2005, the Company's outside general counsel Katten
Muchin Rosenman LLP was paid $100,000 for providing legal services to the
Company. During the first quarter of 2004, Katten Muchin Rosenman LLP was paid
$86,000. A director of the Company is counsel to Katten Muchin Rosenman LLP but
does not share in the fees that the Company pays to such law firm and his
compensation is not based on such fees.
27
During 2005 and 2004 the Company retained Career Consultants, Inc. and SK
Associates to perform executive searches and to provide other services to the
Company. The Company paid an aggregate of $2,000 to these companies during the
first quarter of 2005 and $16,000 to these companies during the first quarter of
2004. A director of the Company is the chairman and chief executive officer of
these companies.
During the first quarter of 2005 and 2004, a director of the Company was paid
$9,000 for providing technology-related consulting services to the Company.
During the first quarter of 2005, DuPont Electronic Technologies ("DuPont"), a
stockholder and the employer of a director, was paid $17,000 for providing
technological and marketing-related personnel and services on a cost-sharing
basis to the Company under the Technology Agreement dated February 28, 2002.
During the first quarter of 2004, DuPont was paid $21,000. A director of the
Company is an officer of DuPont, but does not share in any of these payments.
Each director who is not an employee of the Company receives a monthly
director's fee of $1,500, plus an additional $500 for each meeting of the Board
and of any Committees of the Board attended. In addition, the Chair of the Audit
Committee receives an annual fee of $2,500 for his services in such capacity.
The directors are also reimbursed for reasonable travel expenses incurred in
attending Board and Committee meetings. In addition, pursuant to the 2001 Stock
Option Plan, each non-employee director is granted an immediately exercisable
option to purchase 2,500 shares of the Common Stock of the Company on the date
of each Annual Meeting of Stockholders. Each such option has an exercise price
equal to the fair market value on the date of such grant and will expire on the
tenth anniversary of the date of the grant.
On February 28, 2002, the Company sold to DuPont 528,413 shares of Common Stock,
representing approximately 16.6% of the Company's outstanding Common Stock after
giving effect to the sale, for an aggregate purchase price of $5,284,000. The
Company and DuPont have also agreed to work together to better understand the
dynamics of the markets for high-frequency electronic components and modules.
David B. Miller, Vice President and General Manager of DuPont, was appointed to
the Company's Board of Directors.
On December 13, 2004 Infineon Technologies AG ("Infineon"), at such time the
beneficial owner of approximately 15% of the Company's common stock, sold
475,000 shares of the Company's common stock to four purchasers in a
privately-negotiated transaction. Two purchasers in such transaction, K Holdings
LLC and Hampshire Investments, Limited, each of which is affiliated with Ludwig
G. Kuttner, purchased shares representing an aggregate of approximately 9.6% of
the Company's common stock. Infineon also assigned to each purchaser certain
registration rights to such shares under the existing registration rights
agreements Infineon had with the Company. In connection with the transaction,
the Company and Infineon terminated the Stock Purchase and Exclusivity Letter
Agreement dated April 7, 2000, as amended, which provided that the Company would
design, develop and produce exclusively for Infineon certain Multi-Mix(R)
products that incorporate active RF power transistors for use in certain
wireless base station applications, television transmitters and certain other
applications that are intended for Bluetooth tranceivers.
DuPont and the four purchasers above hold registration rights which currently
give them the right to register an aggregate of 1,003,413 shares of Common Stock
of the Company.
28
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Interest on the Company's borrowings under its financing agreement with CIT
fluctuates with the prime rate and LIBOR. A variation of 1% in the prime rate
and LIBOR during the year ended January 1, 2005 would have affected the
Company's earnings by approximately $38,000.
Foreign Currency Risk
The Company is subject to currency exchange rate risk for the assets,
liabilities and cash flows of its subsidiary that operates in Canada. The
Company does not utilize financial instruments such as forward exchange
contracts or other derivatives to limit its exposure to fluctuations in the
value of foreign currencies. There are costs associated with our operations in
Canada which require payments in the local currency and payments received from
customers for goods sold in Canada are typically in the local currency. We
partially manage our foreign currency risk related to those payments by
maintaining operating accounts in Canada.
A significant portion of the Company's revenues and receivables (including those
of its Canadian subsidiary) are denominated in U.S. dollars. A strengthening of
the U.S. dollar could make the Company's products less competitive in foreign
markets. Alternatively, if the U.S. dollar were to weaken, it would make the
Company's products more competitive in foreign markets, but could result in
higher costs from its Canadian operations.
ITEM 4. CONTROLS AND PROCEDURES
As of April 2, 2005 (the end of the period covered by this report), the
Company's management carried out an evaluation, with the participation of the
Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the Company's disclosure controls and procedures. Based upon
that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that, as of April 2, 2005, the Company's disclosure controls and
procedures were effective.
In designing and evaluating the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities
Exchange Act of 1934), management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurances
of achieving the desired control objectives, as ours are designed to do, and
management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. We believe that
our disclosure controls and procedures provide such reasonable assurance.
No change occurred in the Company's internal controls concerning
financial reporting during the Company's first quarter that has materially
affected, or is reasonably likely to materially affect, the Company's internal
controls over financial reporting.
PART II OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibits:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
3(a) 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.
3(b) 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.
4(a) Stockholder Rights Agreement dated as of March 9, 1999,
between Merrimac and ChaseMellon Stockholder Services, L.L.C.,
as Rights Agent, is hereby incorporated by reference to
Exhibit 1 to Merrimac's Current Report on Form 8-K filed with
the Securities and Exchange Commission on March 9, 1999.
29
4(b) Amendment No. 1 dated as of June 9, 1999, to the Stockholder
Rights Agreement dated as of March 9, 1999, between Merrimac
and ChaseMellon Stockholder Services, L.L.C., as Rights Agent,
is hereby incorporated by reference to Exhibit 1 to Merrimac's
Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 9, 1999.
4(c) Amendment No. 2 dated as of April 7, 2000, to the Stockholder
Rights Agreement dated as of March 9, 1999, between Merrimac
and ChaseMellon Stockholder Services, L.L.C., as Rights Agent,
is hereby incorporated by reference to Exhibit 1(b) to
Merrimac's Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 10, 2000.
4(d) Amendment No. 3 dated as of October 26, 2000, to the
Stockholder Rights Agreement dated as of March 9, 1999,
between Merrimac and ChaseMellon Stockholder Services, L.L.C.,
as Rights Agent, is hereby incorporated by reference to
Exhibit 2 to Merrimac's Current Report on Form 8-K filed with
the Securities and Exchange Commission on October 27, 2000.
4(e) Amendment No. 4 dated as of February 21, 2001, to the
Stockholder Rights Agreement dated as of March 9, 1999,
between Merrimac and Mellon Investor Services, L.L.C.
(formerly known as ChaseMellon Stockholder 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 filed
with the Securities and Exchange Commission on February 21,
2001.
4(f) Amendment No. 5, dated February 28, 2002, to the Rights
Agreement, between Merrimac and Mellon Investor Services LLC
(f.k.a. ChaseMellon Shareholder Services, L.L.C.), as Rights
Agent is hereby incorporated by reference to Exhibit 99.4 to
Merrimac's Form 8-K filed with the Securities and Exchange
Commission on March 6, 2002.
4(g) Amendment No. 6, dated September 18, 2002, to the Rights
Agreement, between Merrimac and Mellon Investor Services LLC,
as Rights Agent is hereby incorporated by reference to Exhibit
99.3 to Merrimac's Form 8-K filed with the Securities and
Exchange Commission on October 10, 2002.
4(h) Amendment No. 7, dated December 13, 2004, to the Rights
Agreement, between Merrimac and Wachovia Bank, National
Association, as successor Rights Agent, is hereby incorporated
by reference to Exhibit 4.1 to Merrimac's Form 8-K filed with
the Securities and Exchange Commission on December 13, 2004.
10(a) Registration Rights Agreement dated as of April 7, 2000,
between Merrimac and Ericsson Holding International, B.V. is
hereby incorporated by reference to Exhibit 10(b) to
Merrimac's Quarterly Report on Form 10-QSB for the period
ending July 1, 2000.
10(b) Registration Rights Agreement dated October 26, 2000, between
Merrimac and Ericsson Holding International, B.V. is hereby
incorporated by reference to Exhibit 10(u) to Merrimac's
Annual Report on Form 10-KSB dated for the year ending
December 30, 2000.
10(c) Registration Rights Agreement, dated February 28, 2002 between
Merrimac and DuPont Chemical and Energy Operations, Inc., a
subsidiary of E.I. DuPont de Nemours and Company is hereby
incorporated by reference to Exhibit 99.3 to Merrimac's Form
8-K filed with the Securities and Exchange Commission on March
6, 2002.
10(d) Modification Agreement, dated as of September 27, 2002,
between Merrimac and Infineon Technologies AG is hereby
incorporated by reference to Exhibit 99.2 to Merrimac's Form
8-K filed with the Securities and Exchange Commission on
October 10, 2002.
10(e) Profit Sharing Plan of Merrimac is hereby incorporated by
reference to Exhibit 10(n) to Merrimac's Registration
Statement on Form S-1 (No. 2-79455).*
10(f) 1983 Key Employees Stock Option Plan of Merrimac effective
March 21, 1983, is hereby incorporated by reference to
Exhibit 10(m) to Merrimac's Annual Report on Form 10-KSB for
the year ending March 31, 1983.*
10(g) 1993 Stock Option Plan of Merrimac effective March 31, 1993,
is hereby
30
incorporated by reference to Exhibit 4(c) to Merrimac's
Registration Statement on Form S-8 (No. 33-68862) dated
September 14, 1993.*
10(h) 1997 Long-Term Incentive Plan of Merrimac is hereby
incorporated by reference to Exhibit A to Merrimac's Proxy
Statement filed with the Securities and Exchange Commission
on April 11, 1997.*
10(i) Resolutions of the Stock Option Committee of the Board of
Directors of Merrimac adopted June 3, 1998, amending the 1983
Key Employees Stock Option Plan of Merrimac, the 1993 Stock
Option Plan of Merrimac and the 1997 Long-Term Incentive Plan
of Merrimac and adjusting outstanding awards thereunder to
give effect to Merrimac's 10% stock dividend paid June 5,
1998, are hereby incorporated by reference to Exhibit 10(f) to
Merrimac's Annual Report on Form 10-KSB for the year ending
March 30, 1999.*
10(j) 1995 Stock Purchase Plan of Merrimac is hereby incorporated
by reference to Exhibit A to Merrimac's Proxy Statement
filed with the Securities and Exchange Commission on March
27, 1995.*
10(k) Resolutions of the Stock Purchase Plan Committee of the
Board of Directors of Merrimac adopted June 3, 1998,
amending the 1995 Stock Purchase Plan of Merrimac and
adjusting outstanding awards thereunder to give effect to
Merrimac's 10% stock dividend paid June 5, 1998, are hereby
incorporated by reference to Exhibit 10(g)(2) to Merrimac's
Annual Report on Form 10-KSB for the year ending January 2,
1999.*
10(l) 1996 Stock Option Plan for Non-Employee Directors of
Merrimac is hereby incorporated by reference to Exhibit
10(d) to Merrimac's Annual Report on Form 10-KSB dated for
the year ending December 28, 1996.*
10(m) Resolutions of the Board of Directors of Merrimac, adopted
June 3, 1998, amending the 1996 Stock Option Plan for
Non-Employee Directors of Merrimac and adjusting outstanding
awards thereunder to give effect to Merrimac's 10% stock
dividend paid June 5, 1998, are hereby incorporated by
reference to Exhibit 10(h)(2)to Merrimac's Annual Report on
Form 10-KSB for the year ending January 2, 1999.*
10(n) Amended and Restated Employment Agreement dated as of January
1, 1998, between Merrimac and Mason N. Carter is hereby
incorporated by reference to Exhibit 10(a) to Merrimac's
Quarterly Report on Form 10-QSB for the period ending July 4,
1998.*
10(o) Amendment dated August 31, 2000 to the Amended and Restated
Employment Agreement dated January 1, 1998, between Merrimac
and Mason N. Carter is hereby incorporated by reference to
Exhibit 10(a) to Merrimac's Quarterly Report on Form 10-QSB
for the period ending September 30, 2000.*
10(p) Amended and Restated Pledge Agreement dated as of May 4,
1998, between Merrimac and Mason N. Carter is hereby
incorporated by reference to Exhibit 10(c) to Merrimac's
Quarterly Report on Form 10-QSB for the period ending July
4, 1998.*
10(q) Amended Promissory Note dated as of May 4, 1998, executed by
Mason N. Carter in favor of Merrimac is hereby incorporated
by reference to Exhibit 10(l) to Merrimac's Annual Report on
Form 10-KSB for the year ending January 2, 1999.*
10(r) Registration Rights Agreement dated as of May 4, 1998,
between Merrimac and Mason N. Carter is hereby incorporated
by reference to Exhibit 10(e) to Merrimac's Quarterly Report
on Form 10-QSB for the period ending July 4, 1998.*
10(s) Consulting Agreement dated as of January 1, 1998, between
Merrimac and Arthur A. Oliner is hereby incorporated by
reference to Exhibit 10 to Merrimac's Quarterly Report on
Form 10-QSB for the period ending April 4, 1998.*
[10(t) Separation Agreement dated as of December 31, 1998, between
Merrimac and Eugene W. Niemiec is hereby incorporated by
reference to Exhibit 10(p) to Merrimac's Annual Report on Form
10-KSB for the year ending January 2, 1999.*]
10(u) Stockholder's Agreement dated as of October 30, 1998,
between Merrimac and Charles F. Huber II is hereby
incorporated by reference to Exhibit 10 to Merrimac's
Quarterly Report on Form 10-QSB for the period ending
October 3,
31
1998.
10(v) Shareholder's Agreement dated as of June 3, 1999, among
Merrimac, William D. Witter, Inc. and William D. Witter is
hereby incorporated by reference to Exhibit 10 to Merrimac's
Quarterly Report on Form 10-QSB for the period ending July
3, 1999.
10(w) 2001 Key Employee Incentive Plan is hereby incorporated by
reference to Exhibit 4.01 to Merrimac's Form S-8 (No.
333-63434) dated June 20, 2001.*
10(x) 2001 Stock Option Plan is hereby incorporated by reference
to Exhibit 4.01 to Merrimac's Form S-8 (No. 333-63436) dated
June 20, 2001.*
10(y) 2001 Stock Purchase Plan is hereby incorporated by reference
to Exhibit 4.01 to Merrimac's Form S-8 (No. 333-63438) dated
June 20, 2001.*
10(z) 2001 Amended and Restated Stock Option Plan is hereby
incorporated by reference to Exhibit 4(i) to Merrimac's
Quarterly Report on Form 10-QSB for the period ending June
30, 2001.*
10(aa) Financing Agreement, dated October 8, 2003, between Merrimac
and The CIT Group/Business Credit, Inc. is hereby
incorporated by reference to Exhibit 10(qq) to Merrimac's
Form 10-QSB for the period ending September 27, 2003.
10(bb) Trademark and Patent Security Agreement, dated October 8,
2003, between Merrimac and The CIT Group/Business Credit, Inc.
is hereby incorporated by reference to Exhibit 10(rr) to
Merrimac's Form 10-QSB for the period ending September 27,
2003.
10(cc) Mortgage and Security Agreement, dated October 8, 2003, by
Merrimac in favor of The CIT Group/Business Credit, Inc. is
hereby incorporated by reference to Exhibit 10(ss) to
Merrimac's Form 10-QSB for the period ending September 27,
2003.
10(dd) Merrimac Severance Plan, as adopted September 17, 2003, is
hereby incorporated by reference to Exhibit 10(tt) to
Merrimac's Form 10-QSB for the period ending September 27,
2003.*
31.1+ Chief Executive Officer's Certificate, pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2+ Chief Financial Officer's Certificate, pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1+ Chief Executive Officer's Certificate, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2+ Chief Financial Officer's Certificate, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
* Indicates that exhibit is a management contract or compensatory plan or
arrangement.
+ Indicates that exhibit is filed as an exhibit hereto.
32
SIGNATURES
In accordance with the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
MERRIMAC INDUSTRIES, INC.
Date: May 17, 2005 By: /s/ Mason N. Carter
-------------------
Mason N. Carter
Chairman, President and
Chief Executive Officer
Date: May 17, 2005 By: /s/ Robert V. Condon
--------------------
Robert V. Condon
Vice President, Finance and
Chief Financial Officer
33
