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 July 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 August 12, 2005, there were 3,145,083 shares of Common Stock, par value $0.01 per share, outstanding. MERRIMAC INDUSTRIES, INC. 41 Fairfield Place West Caldwell, NJ 07006 INDEX <TABLE> Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Operations and Comprehensive Income (Loss) for the Quarters and Six Months Ended July 2, 2005 and July 3, 2004........................................................ 1 Consolidated Balance Sheets as of July 2, 2005 and January 1, 2005...................................................... 2 Consolidated Statement of Stockholders' Equity for the Six Months Ended July 2, 2005....................................................... 3 Consolidated Statements of Cash Flows for the Six Months Ended July 2, 2005 and July 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............... 30 Item 4. Controls and Procedures ................................................. 30 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders...................... 31 Item 6. Exhibits ................................................................ 31 Signatures......................................................................... 35 </TABLE> PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MERRIMAC INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) <TABLE> Quarters Ended Six Months Ended ----------------------- ------------------------ July 2, July 3, July 2, July 3, 2005 2004 2005 2004 ---------- ---------- ---------- --------- OPERATIONS Net sales ................................... $7,568,977 $7,896,044 $14,827,312 $15,543,872 ---------- ---------- ----------- ----------- Costs and expenses: Cost of sales ............................. 4,300,801 4,587,619 8,524,758 8,887,550 Selling, general and administrative ....... 2,343,888 2,453,115 4,655,286 4,907,534 Research and development .................. 508,074 396,038 1,048,670 967,623 ---------- ---------- ----------- ----------- 7,152,763 7,436,772 14,228,714 14,762,707 ---------- ---------- ----------- ----------- Operating income ............................ 416,214 459,272 598,598 781,165 Interest and other expense, net ............. (63,954) (70,286) (116,888) (151,248) Loss on disposition of capital assets........ - - (35,868) - ---------- ---------- ----------- ----------- Income before income taxes................... 352,260 388,986 445,842 629,917 Provision (benefit) for income taxes......... 20,000 (55,000) 30,000 (45,000) ---------- ---------- ----------- ----------- Net income .................................. $ 332,260 $ 443,986 $ 415,842 $ 674,917 ========== ========== =========== =========== Net income per common share-basic............ $ .11 $ .14 $ .13 $ .22 ========== ========== =========== =========== Net income per common share-diluted.......... $ .10 $ .14 $ .13 $ .21 ========== ========== =========== =========== Weighted average number of shares outstanding: Basic ..................................... 3,140,876 3,123,512 3,139,330 3,122,202 ========== ========== =========== =========== Diluted.................................... 3,172,577 3,163,861 3,173,549 3,146,416 ========== ========== =========== =========== COMPREHENSIVE INCOME (LOSS) Net income .................................. $ 332,260 $ 443,986 $ 415,842 $ 674,917 Comprehensive loss: Foreign currency translation adjustment.... (53,140) (34,556) (111,834) (143,307) ---------- ---------- ----------- ----------- Comprehensive income ........................ $ 297,120 $ 409,430 $ 304,008 $ 531,610 ========== ========== =========== =========== </TABLE> See accompanying notes. 1 MERRIMAC INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS <TABLE> July 2, January 1, 2005 2005 ---- ---- (UNAUDITED) (AUDITED) ASSETS Current assets: Cash and cash equivalents...................................................... $ 2,720,980 $ 2,166,481 Accounts receivable, net....................................................... 6,363,940 6,472,991 Income tax refunds receivable.................................................. - 97,643 Inventories, net............................................................... 3,519,780 2,931,259 Other current assets........................................................... 703,891 583,029 Deferred tax assets............................................................ 680,000 676,000 ----------- ----------- Total current assets......................................................... 13,988,591 12,927,403 ----------- ----------- Property, plant and equipment.................................................... 37,919,924 37,988,352 Less accumulated depreciation and amortization................................. 23,696,788 22,404,372 ----------- ----------- Property, plant and equipment, net............................................... 14,223,136 15,583,980 Restricted cash.................................................................. 1,500,000 1,500,000 Other assets..................................................................... 677,371 746,714 Deferred tax assets.............................................................. 407,000 439,000 Goodwill......................................................................... 3,309,477 3,377,913 ----------- ----------- Total Assets................................................................. $34,105,575 $34,575,010 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt.............................................. $ 984,535 $ 904,940 Accounts payable............................................................... 1,364,555 1,309,132 Accrued liabilities............................................................ 1,482,060 1,930,682 Customer deposits.............................................................. 144,086 233,406 Income taxes payable........................................................... 816 85,131 ---------- ----------- Total current liabilities.................................................... 3,976,052 4,463,291 Long-term debt, net of current portion........................................... 2,477,063 2,778,135 Deferred compensation............................................................ 34,684 53,739 Deferred liabilities............................................................. 18,347 33,974 Deferred tax liabilities......................................................... 648,000 648,000 ----------- ----------- Total liabilities............................................................ 7,154,146 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; 3,225,583 and 3,215,070 shares issued; and 3,143,483 and 3,132,970 shares outstanding, respectively................ 32,256 32,151 Additional paid-in capital..................................................... 18,806,155 18,756,710 Retained earnings.............................................................. 8,095,837 7,679,994 Accumulated other comprehensive income......................................... 1,047,048 1,158,882 ----------- ----------- 27,981,295 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................................................... 26,951,429 26,597,871 ----------- ----------- Total Liabilities and Stockholders' Equity................................... $34,105,575 $34,575,010 =========== =========== </TABLE> See accompanying notes. 2 MERRIMAC INDUSTRIES, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY SIX MONTHS ENDED JULY 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.................. 415,842 415,842 Stock Purchase Plan sales... 5,513 55 29,495 29,550 Exercise of options......... 5,000 50 19,950 20,000 Foreign currency translation (111,834) (111,834) ------------------------------------------------------------------------------------------------------ Balance, July 2, 2005....... 3,225,583 $32,256 $18,806,155 $8,095,837 $1,047,048 82,100 $(573,866) $(456,000) $26,951,429 ====================================================================================================== </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> Six Months Ended ------------------ July 2, July 3, 2005 2004 ---- ---- Cash flows from operating activities: Net income .................................................................. $ 415,842 $ 674,917 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ............................................. 1,564,483 1,646,794 Amortization of deferred financing costs................................... 24,960 24,962 Loss on disposition of assets.............................................. 35,868 - Deferred and other compensation............................................ 2,858 4,923 Deferred tax benefit....................................................... - (75,000) Changes in operating assets and liabilities: Accounts receivable ....................................................... 87,178 412,330 Income tax refunds receivable ............................................. 94,905 5,459 Inventories ............................................................... (592,998) 178,722 Other current assets ...................................................... (121,608) (23,942) Deferred tax assets........................................................ 18,000 - Other assets .............................................................. 44,383 12,681 Accounts payable .......................................................... 65,484 176,570 Accrued liabilities ....................................................... (444,502) 216,410 Customer deposits.......................................................... (89,320) (221,450) Income taxes payable ...................................................... (83,782) 28,000 Deferred compensation ..................................................... (21,913) (22,071) Other liabilities ......................................................... (15,627) (7,020) -------------- -------------- Net cash provided by operating activities ..................................... 984,211 3,032,285 -------------- -------------- Cash flows from investing activities: Purchase of capital assets .................................................. (559,812) (642,566) Proceeds from disposition of capital assets.................................. 295,000 - -------------- -------------- Net cash used in investing activities ......................................... (264,812) (642,566) -------------- -------------- Cash flows from financing activities: Borrowings under revolving credit facility................................... 161,017 - Borrowings from revolving lease line......................................... 230,753 - Repayment of borrowings ..................................................... (612,558) (1,053,667) Proceeds from the exercise of stock options.................................. 20,000 53,950 Proceeds from Stock Purchase Plan sales...................................... 29,550 5,107 -------------- -------------- Net cash used in financing activities ......................................... (171,238) (994,610) -------------- -------------- Effect of exchange rate changes ............................................... 6,338 (8,857) -------------- -------------- Net increase in cash and cash equivalents ..................................... 554,499 1,386,252 Cash and cash equivalents at beginning of year ................................ 2,166,481 452,633 -------------- -------------- Cash and cash equivalents at end of period .................................... $ 2,720,980 $ 1,838,885 ============== ============== Supplemental disclosures of cash flow information: Cash paid during the period for: Income taxes .............................................................. $ 210,000 $ 2,000 ============== ============== Interest on credit facilities.............................................. $ 144,158 $ 143,492 ============== ============== Non-cash activities- Purchases of capital assets ............................................... $ - $ 223,000 ============== ============== </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 July 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. Certain prior year amounts have been reclassified to conform to the current presentation. 2. CONTRACT REVENUE RECOGNITION The Company recognizes revenue in accordance with the provisions of Staff Accounting Bulletin No. 104. 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 submits financial information regarding the cost rates on cost-reimbursement contracts for each fiscal year in which the Company performed work on cost-reimbursement contracts. The Company does not record any estimates on a regular basis for potential revenue adjustments, as there currently is no reasonable basis on which to estimate such adjustments given the Company's very limited experience with these contracts. During the second quarter and first six months of 2004, the Company recognized a revenue reduction of $12,000 related to a cost-reimbursement contract. The Company did not recognize any revenue related to cost-reimbursement contracts in 2005. 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 July 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. 5 MERRIMAC INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 amount of the effect resulting from the adoption because certain assumptions used in the calculation of the value of share-based payments may change in 2005. The FASB has issued FASB Staff Position No. 109-1, "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: 6 MERRIMAC INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS <TABLE> Quarters Ended Six Months Ended --------------------------- -------------------------- July 2, July 3, July 2, July 3, 2005 2004 2005 2004 ------------ ----------- ------------ ---------- Net income - as reported ............................... $ 332,260 $ 443,986 $ 415,842 $674,917 Plus: stock-based compensation expense included in reported net income .......... - - - - Less: Stock-based compensation expense determined using the fair value method ............ (36,000) (36,000) (69,000) (88,000) ----------- ----------- ----------- --------- Net income - pro forma ............................... $ 296,260 $ 407,986 $ 346,842 $586,917 =========== =========== =========== ========= Basic net income per share: As reported ......................................... $ .11 $ .14 $ .13 $ .22 Pro forma ........................................... $ .09 $ .13 $ .11 $ .19 Diluted net income per share: As reported ......................................... $ .10 $ .14 $ .13 $ .21 Pro forma ........................................... $ .09 $ .13 $ .11 $ .19 </TABLE> 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)....................... 2.0 2.7 Expected volatility................................ 36.00% 50.00% Risk-free interest rate............................ 3.60% 1.50% Expected dividend yield............................ 0.00% 0.00% 7. GOODWILL The changes in the carrying amount of goodwill for the six months ended July 2, 2005 and July 3, 2004 are as follows: 2005 2004 ---- ---- Balance, beginning of year..................... $3,377,913 $3,122,563 Foreign currency adjustment.................... (68,436) (94,486) ---------- ---------- Balance, end of period......................... $3,309,477 $3,028,077 ========== ========== 8. INVENTORIES Inventories consist of the following: July 2, January 1, 2005 2005 ---- ---- Finished goods................................. $ 706,429 $ 263,382 Work in process................................ 1,212,218 1,179,606 Raw materials and purchased parts.............. 1,601,133 1,488,271 ---------- ---------- Total.......................................... $3,519,780 $2,931,259 ========== ========== Total inventories are net of valuation allowances for obsolescence and cost overruns of $1,645,000 at July 2, 2005 and $1,942,000 at January 1, 2005, of which $563,000 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 July 2, 2005 and January 1, 2005: <TABLE> July 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. $ 925,000 $1,075,000 Term loan B, due October 8, 2010, variable interest above LIBOR or prime. 2,062,502 2,258,930 The Bank of Nova Scotia (B): Capital leases, interest 8.7%, due June 2005 ............................ - 117,539 Capital leases, interest 7.3%, due April 2006 ........................... 96,626 124,125 Capital leases, interest 5.8%, due May 2006 ............................. 75,753 - Capital leases, interest 7.9%, due June 2006 ............................ 85,271 107,481 Capital leases, interest 5.8%, due January 2010 ......................... 216,446 - ---------- ---------- 3,461,598 3,683,075 Less current portion ....................................................... 984,535 904,940 ---------- ---------- Long-term portion .......................................................... $2,477,063 $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 July 2, 2005, the Company had available borrowing capacity under its revolving line of credit of $4,600,000. The revolving line of credit bears interest at the prime rate plus 1/2 percent (currently 7.0%). 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 7.50%). 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 7.50%). As of July 2, 2005, the Company, under the terms of its agreement with CIT, had elected to convert $850,000 of Term Loan A and $1,950,000 of Term Loan B from their prime rate base to LIBOR-based interest rate loans. The current LIBOR interest rate options were renewed on April 11, 2005 for six months at an interest rate of 6.64% and 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 July 2, 2005. (B) Filtran Microcircuits Inc. ("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 July 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 July 2, 2005, $581,000 (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. Assets securing capital leases included in property, plant and equipment, net, have a depreciated cost of approximately $704,000 at July 2, 2005 and $611,000 at January 1, 2005. 8 MERRIMAC INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. INCOME TAXES The Company's effective tax rate for the six months ended July 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. A benefit was recorded in the amount of $75,000 based on available Canadian tax credits due during the second quarter of 2004. 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, 2004 and the first six months 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 does not believe that it may become subject to these limitations in 2005. 11. BUSINESS SEGMENT DATA The Company's operations are conducted primarily through two business segments: (1) electronic components and sub-assemblies and (2) microwave micro-circuitry. These segments, and the principal operations of each, are as follows: Electronic components and sub-assemblies: 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, 82% are located in the United States and 18% 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 and sub-assemblies segment. 9 MERRIMAC INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS <TABLE> Quarters Ended Six Months Ended --------------------------- --------------------------- July 2, July 3, July 2, July 3, 2005 2004 2005 2004 --------- --------- --------- --------- (In thousands of dollars) (In thousands of dollars) Industry segments: Sales to unaffiliated customers: Electronic components and sub-assemblies $ 5,824 $ 6,384 $ 11,461 $ 12,780 Microwave micro-circuitry 1,831 1,522 3,466 2,861 Intersegment sales (86) (10) (100) (97) --------- --------- --------- --------- Consolidated $ 7,569 $ 7,896 $ 14,827 $ 15,544 ========= ========= ========= ========= Income before income taxes: Operating income: Electronic components and sub-assemblies $ 257 $ 288 $ 444 $ 498 Microwave micro-circuitry 159 171 155 283 Interest and other expense, net (64) (70) (117) (151) Loss on disposition of assets - - (36) - --------- --------- --------- --------- Consolidated $ 352 $ 389 $ 446 $ 630 ========= ========= ========= ========= Depreciation and amortization: Electronic components and sub-assemblies $ 736 $ 769 $ 1,432 $ 1,528 Microwave micro-circuitry 64 58 133 119 --------- --------- --------- --------- Consolidated $ 800 $ 827 $ 1,565 $ 1,647 ========= ========= ========= ========= Capital expenditures: Electronic components and sub-assemblies $ 311 $ 361 $ 544 $ 578 Microwave micro-circuitry 4 5 16 65 --------- --------- --------- --------- Consolidated $ 315 $ 366 $ 560 $ 643 ========= ========= ========= ========= </TABLE> <TABLE> July 2, July 3, 2005 2004 --------- --------- Identifiable assets: Electronic components and sub-assemblies $ 24,855 $ 26,061 Microwave micro-circuitry 6,559 5,913 Corporate 2,721 1,839 Intersegment (29) (19) --------- --------- Consolidated $ 34,106 $ 33,794 ========= ========= </TABLE> 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. 10 MERRIMAC INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the calculation of basic and diluted net income per share: <TABLE> Quarters Ended Six Months Ended ---------------------------- ---------------------------- July 2, July 3, July 2, July 3, 2005 2004 2005 2004 ---------------------------- ---------------------------- Net income available to common stockholders ............... $ 332,260 $ 443,986 $ 415,842 $ 674,917 ============= ========== ============= ========== Basic net income per share -------------------------------- Weighted average number of shares outstanding for basic net income per share- Common stock .............................................. 3,140,876 3,123,512 3,139,330 3,122,202 ============= =========== ============= =========== Net income per common share - basic ....................... $ .11 $ .14 $ .13 $ .22 ============= =========== ============= =========== Diluted net income per share ----------------------------------- Weighted average number of shares outstanding for diluted net income per share: Common stock .............................................. 3,140,876 3,123,512 3,139,330 3,122,202 Effect of dilutive securities - stock options (1) ......... 31,701 40,349 34,219 24,214 ------------- ----------- ------------- ----------- Weighted average number of shares outstanding for diluted net income per share .............................. 3,172,577 3,163,861 3,173,549 3,146,416 ============= =========== ============= =========== Net income per common share - diluted ..................... $ .10 $ .14 $ .13 $ .21 ============= =========== ============= =========== </TABLE> (1) Represents additional shares resulting from assumed conversion of stock options less shares purchased with the proceeds therefrom. Diluted net income per share excludes 299,000 and 392,000 shares underlying stock options for the quarters ended July 2, 2005 and July 3, 2004, respectively, and 279,000 and 408,000 shares underlying stock options for the six months ended July 2, 2005 and July 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 earnings 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 second quarter and first six months of 2005, the Company's outside general counsel Katten Muchin Rosenman LLP was paid $75,000 and $175,000, respectively, for providing legal services to the Company. During the second quarter and first six months of 2004, Katten Muchin Rosenman LLP was paid $65,000 and $152,000, respectively. 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. 11 MERRIMAC INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 $1,000 and $3,000 to these companies during the second quarter and first six months of 2005. The Company paid an aggregate of $1,000 and $17,000 to these companies during the second quarter and first six months of 2004, respectively. A director of the Company is the chairman and chief executive officer of these companies. During the second quarter and first six months of 2005, a director of the Company was paid $9,000 and $18,000, respectively, for providing technology-related consulting services to the Company. For the second quarter and first six months of 2004, such director was paid $9,000 and $18,000, respectively. During the second quarter and first six months of 2005, DuPont Electronic Technologies ("DuPont"), a stockholder and the employer of a director, was paid $8,000 and $25,000, respectively, 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 second quarter and first six months of 2004, DuPont was paid $36,000 and $57,000, repsectively. 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 June 21, 2005, non-qualified stock options to purchase an aggregate of 17,500 shares were issued to seven directors at an exercise price of $8.95 per share. 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. 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 sub-assemblies 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 and six months ended July 2, 2005 and July 3, 2004: Quarters Ended -------------- July 2, 2005 July 3, 2004 ------------ ------------ $ % of sales $ % of sales - ---------- - ---------- Electronic components and sub-assemblies $ 5,824,000 76.9 % $ 6,384,000 80.8 % Microwave micro-circuitry(1) $ 1,831,000 24.2 % $ 1,522,000 19.3 % Intersegment sales $ (86,000) (1.1)% $ (10,000) (0.1)% ----------- ----- ----------- ----- Consolidated $ 7,569,000 100.0 % $ 7,896,000 100.0 % =========== ===== =========== ===== Six Months Ended ---------------- July 2, 2005 July 3, 2004 ------------ ------------ $ % of sales $ % of sales - ---------- - ---------- Electronic components and sub-assemblies $11,461,000 77.3 % $12,780,000 82.2 % Microwave micro-circuitry(1) $ 3,466,000 23.4 % $ 2,861,000 18.4 % Intersegment sales $ (100,000) (0.7)% $ (97,000) (0.6)% ----------- ----- ----------- ----- Consolidated $14,827,000 100.0 % $15,544,000 100.0 % =========== ===== =========== ===== (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 13 $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 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 and sub-assemblies 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 compared to 2004, 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. 14 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. 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 $1,500,000 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 July 2, 2005 and the related future planned purchases and lease obligation commitments through January 2006. Net assets: Property, plant and equipment, at cost......................... $13,957,000 Less accumulated depreciation and amortization................. 5,990,000 ----------- Property, plant and equipment, net............................. 7,967,000 Inventories.................................................... 423,000 Other assets, net.............................................. 220,000 ----------- Total net assets at July 2, 2005............................... $ 8,610,000 ----------- Commitments: Planned equipment purchases for the remainder of 2005.......... $ 500,000 Lease obligations through January 2006......................... 175,000 ----------- Total commitments.............................................. $ 675,000 ----------- Total net assets and commitments............................... $ 9,285,000 =========== Approximately 32% of the property, plant and equipment may be utilized in other areas of our electronic components and sub-assemblies operations. 15 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 the Company's 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 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 The Company recognizes revenue in accordance with the provisions of Staff Accounting Bulletin No. 104. 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 submits financial information regarding the cost rates on cost-reimbursement contracts for each fiscal year in which the Company performed work on cost-reimbursement contracts. The Company does not record any estimates on a regular basis for potential revenue adjustments, as there currently is no reasonable basis on which to estimate such adjustments given the Company's very limited experience with these contracts. During the second quarter and first six months of 2004, the Company recognized a revenue reduction of $12,000 related to a cost-reimbursement contract. The Company did not recognize any revenue related to cost-reimbursement contracts in 2005. 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 $1,645,000 at July 2, 2005 and $1,942,000 at January 1, 2005, of which $563,000 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. 16 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 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 2003 and 2004 and the first six months 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. 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. <TABLE> Percentage of Net Sales Percentage of Net Sales ------------------------ ------------------------ Quarters Ended Six Months Ended ------------------------ ------------------------ July 2, July 3, July 2, July 3, 2005 2004 2005 2004 ------ ------ ------ ------- Net sales.................................... 100.0% 100.0% 100.0% 100.0% ------ ------ ------ ------ Costs and expenses: Cost of sales.............................. 56.8 58.1 57.5 57.2 Selling, general and administrative........ 31.0 31.1 31.4 31.5 Research and development................... 6.7 5.0 7.1 6.2 ------ ------ ------ ------ 94.5 94.2 96.0 94.9 ------ ------ ------ ------ Operating income ............................ 5.5 5.8 4.0 5.1 Interest and other expense, net.............. (.8) (.9) (.8) (1.0) Loss on disposition of assets................ - - (.2) - ------ ------ ------ ------ Income before income taxes................... 4.7 4.9 3.0 4.1 Provision (benefit) for income taxes......... .3 (.7) .2 (.3) ------ ------ ------ ------ Net income .................................. 4.4% 5.6% 2.8% 4.4% ====== ====== ====== ====== </TABLE> SECOND QUARTER AND FIRST SIX MONTHS OF 2005 COMPARED TO THE SECOND QUARTER AND FIRST SIX MONTHS OF 2004 Net sales. Consolidated results of operations for the second quarter of 2005 reflect a decrease in net sales from the second quarter of 2004 of $327,000 or 4.1% to $7,569,000. This decrease was attributable to a $560,000 decrease in net sales of electronic components and sub-assemblies offset by a $309,000 increase in sales of microwave micro-circuitry products from the Company's wholly-owned subsidiary Filtran Microcircuits Inc. ("FMI") and a $76,000 increase of intersegment sales. Consolidated results of operations for the first six months of 2005 reflect a decrease in net sales from the second quarter of 2004 of $717,000 or 4.6% to $14,827,000. This decrease was attributable to a $1,319,000 decrease in net sales of electronic components and sub-assemblies offset by a $605,000 increase in sales of microwave micro-circuitry products from the Company's wholly-owned subsidiary Filtran Microcircuits Inc. ("FMI") and a $3,000 increase of intersegment sales. The decrease in net sales for the electronic components and sub-assemblies segment for second quarter and first six months of 2005 is attributable to the timing 17 of orders and their scheduled delivery dates, resulting in later shipment and conversion of these orders into sales than in the comparable periods of 2004. The increase in sales of the microwave micro-circuitry segment for the second quarter and first six months 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. The following table presents key performance measures that we use to monitor our operating results for the six months ended July 2, 2005 and July 3, 2004: 2005 2004 --------------------- ------------------------- Beginning backlog $ 12,945,000 $ 12,395,000 Plus bookings $ 16,335,000 $ 15,522,000 Less net sales $ 14,827,000 $ 15,544,000 Ending backlog $ 14,453,000 $ 12,373,000 Book-to-bill ratio 1.10 1.00 Orders of $8,140,000 were received during the second quarter of 2005, an increase of $1,227,000 or 17.7% compared to $6,913,000 in orders received during the second quarter of 2004. Orders of $16,335,000 were received during the first six months of 2005, an increase of $813,000 or 5.2% compared to $15,522,000 in orders received during the first six months of 2004. Backlog increased by $1,208,000 to $14,453,000 at the end of second quarter of 2005 compared to $12,945,000 at year-end 2004. Cost of sales and Gross profit. The following table provides comparative gross profit information, by product segment, between the quarters and six months ended July 2, 2005 and July 3, 2004. <TABLE> Quarter ended July 2, 2005 Quarter ended July 3, 2004 ------------------------------------------------- ---------------------------------------------------- Increase/ Increase/ (Decrease) % of (Decrease) % of from prior Segment from prior Segment $ period Net Sales $ period Net Sales ------------ ------ --------- ---------- ------ --------- Electronic Components and Sub-assemblies $ 2,772,000 $ (39,000) 47.6% $ 2,811,000 $ 507,000 44.0% gross profit Microwave Micro-Circuitry gross $ 496,000 $ (1,000) 27.1% $ 497,000 $ 247,000 32.7% profit Consolidated $ 3,268,000 $ (40,000) 43.1% $ 3,308,000 $ 754,000 41.9% gross profit </TABLE> 18 <TABLE> Six Months ended July 2, 2005 Six Months ended July 3, 2004 ------------------------------------------------- ---------------------------------------------------- Increase/ Increase/ (Decrease) % of (Decrease) % of from prior Segment from prior Segment $ period Net Sales $ period Net Sales --------- ------ --------- -------- ------ --------- Electronic Components and Sub-assemblies gross $ 5,444,000 $ (309,000) 47.5% $ 5,753,000 $ 1,135,000 45.0% profit Microwave Micro-Circuitry $ 859,000 $ (45,000) 24.8% $ 904,000 $ 515,000 31.6% gross profit Consolidated $ 6,303,000 $ (354,000) 42.5% $ 6,657,000 $ 1,650,000 42.8% gross profit </TABLE> The decrease in gross profit for the second quarter of 2005 as compared to the second quarter of 2004 for the electronic components and sub-assemblies segment was due to the overall decrease in segment sales. The increase in gross profit percent for the second quarter of 2005 for the electronic components and sub-assemblies segment was due to a stronger product mix and production efficiencies. The decrease in gross profit for the first six months of 2005 for the electronic components and sub-assemblies segment was due to the overall decrease in segment sales. The improvement in gross profit percent to 47.5% in the first six months of 2005 from 45.0% in the first six months of 2004 for the electronic components and sub-assemblies segment was due to a stronger product mix, higher yields and lower fixed costs. Depreciation expense included in consolidated cost of sales for the second quarter of 2005 was $728,000, a decrease of $10,000 compared to the second quarter of 2004. Depreciation expense included in consolidated cost of sales for the first six months of 2005 was $1,416,000, a decrease of $51,000 compared to the second quarter of 2004. For the second quarter and first six months of 2005, approximately $419,000 and $796,000, respectively, of depreciation expense was associated with Multi-Mix(R) Microtechnology capital assets. For the second quarter and first six months of 2004, approximately $484,000 and $977,000, respectively of depreciation expense was associated with Multi-Mix(R) Microtechnology capital assets. FMI sales include intersegment sales of $86,000 and $10,000 in the second quarter of 2005 and 2004, respectively. The decrease in gross profit and gross profit percent for the second quarter and first six months 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. FMI sales include intersegment sales of $100,000 and $97,000 in the first six months of 2005 and 2004, respectively. Selling, general and administrative expenses. Selling, general and administrative expenses of $2,344,000 for the second quarter of 2005 decreased by $109,000 or 4.4%, and when expressed as a percentage of net sales, decreased by 0.1 percentage points to 31.0% compared to the second quarter of 2004. The decrease in such expenses for the second quarter of 2005 was due to lower commissions related to the lower sales level in the second quarter of 2005 and lower selling and marketing costs, offset by higher administrative costs. Selling, general and administrative expenses of $4,655,000 for the first six months of 2005 decreased by $253,000 or 5.2%, and when expressed as a percentage of net sales, decreased by 0.1 percentage points to 31.4% compared to the first six months of 2004. The decrease in such expenses for the first six months 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 $508,000 for the second quarter of 2005, an increase of $112,000 or 28.3%, and when expressed as a percentage of net sales, an increase of 1.5 percentage points to 6.5% compared to the second quarter of 2004. Except for $40,000 of expenses at FMI (a decrease of $22,000 from such FMI expenses in the second quarter of 2004) substantially all of the research and development expenses were related to Multi-Mix(R) Microtechnology and Multi-Mix PICO(R) products. Research and development expenses for new products were $1,049,000 for the first six months of 2005, an increase of $81,000 or 8.4%, and when expressed as a percentage of net sales, an increase of 0.7 percentage points to 6.9% compared to the first six months of 2004. Except for $80,000 of expenses at FMI (a decrease of $38,000 from such FMI expenses in the first six months 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). 19 Operating income. Consolidated operating income for the second quarter of 2005 was $416,000 compared to consolidated operating income of $459,000 for the second quarter of 2004. The decrease in consolidated operating income for the second quarter of 2005 was due to a reduction of gross profit resulting from decreased sales. Consolidated operating income for the first six months of 2005 was $599,000 compared to consolidated operating income of $781,000 for the first six months of 2004. The decrease in consolidated operating income for the first six months of 2005 was due to a reduction of gross profit resulting from decreased sales, partially offset by lower operating expenses during the first six months of 2005 compared to the first six months of 2004. For the second quarter of 2005, the Company's operating income for its electronic components and sub-assemblies segment was $257,000 compared to operating income of $288,000 for the second quarter of 2004. The lower operating income for the electronic components and sub-assemblies segment was due to a reduction of gross profit resulting from decreased sales compared to the second quarter of 2004. For the second quarter of 2005, operating income for the microwave micro-circuitry segment was $159,000 compared to operating income of $171,000 for the second 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 second quarter of 2004. For the first six months quarter of 2005, the Company's operating income for its electronic components and sub-assemblies segment was $444,000 compared to operating income of $498,000 for the first six months of 2004. The lower operating income for the electronic components and sub-assemblies segment was due to the segment's lower gross profit from lower sales, partially offset by lower operating expenses compared to the first six months of 2004. For the first six months of 2005, operating income for the microwave micro-circuitry segment was $155,000 compared to operating income of $283,000 for the first six months of 2004. The lower operating income for the microwave micro-circuitry segment was due to the segment's lower gross profit, higher commissions and higher administrative expenses compared to the first six months of 2004. Interest and other expense, net. Interest and other expense, net was $64,000 for the second quarter of 2005 compared to interest and other expense, net of $70,000 for the second quarter of 2004. Interest and other expense, net was $117,000 for the first six months of 2005 compared to interest and other expense, net of $151,000 for the first months of 2004. Interest expense for the second quarter and first six months 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 second quarter and first six months 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 six months of 2005 as the Company repaid approximately $1,500,000 throughout 2004. Income taxes. The Company's effective tax rate for the six months ended July 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. A benefit was recorded in the amount of $75,000 based on available Canadian tax credits due during the second quarter of 2004. 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 does not believe that it may become subject to these limitations in 2005. 20 Net income. Net income for the second quarter of 2005 was $332,000 compared to net income of $444,000 for the second quarter of 2004. Net income per diluted share for the second quarter of 2005 was $.10 compared to net income of $.14 per diluted share for the second quarter of 2004. Net income for the second quarter and first six months of 2004 included a tax benefit of $75,000 or $.02 per share related to certain Canadian tax credits. Net income for the first six months of 2005 was $416,000 compared to net income of $675,000 for the first six months of 2004. Net income per diluted share for the first six months of 2005 was $.13 compared to net income of $.21 per diluted share for the six months of 2004. LIQUIDITY AND CAPITAL RESOURCES The Company had liquid resources comprised of cash and cash equivalents totaling approximately $2,700,000 at the end of the first six months of 2005 compared to approximately $2,200,000 at the end of 2004. The Company's working capital was approximately $10,000,000 and its current ratio was 3.5 to 1 at the end of the second quarter of 2005 compared to $8,500,000 and 2.9 to 1, respectively, at the end of 2004. At July 2, 2005, the Company had available borrowing capacity under its revolving line of credit of $4,600,000. The Company's operating activities generated positive cash flows of $984,000 during the first six months of 2005 compared to $3,032,000 of positive cash flows during the first six months of 2004. The primary sources of operating cash flows for the first six months of 2005 were the year-to-date net income of $416,000 which was reduced by depreciation and amortization of $1,564,000; a decrease in accounts receivable of $87,000, offset by an increase in inventories of $593,000 and an aggregate decrease in accounts payable, customer deposits and accrued liabilities of $468,000. The primary sources of operating cash flows for the first six months of 2004 were net income of $675,000 which was reduced by depreciation and amortization of $1,647,000, a reduction of accounts receivable of $412,000, a reduction in inventories of $179,000,and an aggregate increase in accounts payable and accrued expenses of $421,000 partly offset by a reduction of customer deposits. The Company made net cash investments in property, plant and equipment of $560,000 during the first six months of 2005 compared to net cash investments made in property, plant and equipment of $643,000 during the first six months 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 $7,967,000 at the end of the second quarter of 2005, a decrease of $906,000 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 July 2, 2005, the Company had available borrowing capacity under its revolving line of credit of $4,600,000. The revolving line of credit bears interest at the prime rate plus 1/2 percent (currently 7.0%). 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 7.50%). 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 7.50%). As of July 2, 2005, the Company, under the terms of its agreement with CIT, had elected to convert $850,000 of Term Loan A and $1,950,000 of Term Loan B from their prime rate base to LIBOR-based interest rate loans. The current LIBOR interest rate options were renewed on April 11, 2005 for six months at an interest rate of 6.64% and 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 July 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 July 2, 2005. 21 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 July 2, 2005, $581,000 (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. Assets securing capital leases included in property, plant and equipment, net, have a depreciated cost of approximately $704,000 at July 2, 2005 and $611,000 at January 1, 2005. Depreciation and amortization expenses exceeded capital expenditures for production equipment during the first six months of 2005 by approximately $1,000,000, 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 $1,500,000 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. 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 issued FASB Staff Position No. 109-1, "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. 22 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 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. 23 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 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 profits. 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 July 2, 2005, our inventories, including raw materials, work-in-process and finished goods, were valued at $3.4 million and we had valuation allowances for obsolescence and cost overruns of $1.6 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: 24 - 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 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 25 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. 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 26 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 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 14 active patents and has filed 3 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 27 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 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. 28 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 second quarter and first six months of 2005, the Company's outside general counsel Katten Muchin Rosenman LLP was paid $75,000 and $175,000, respectively, for providing legal services to the Company. During the second quarter and first six months of 2004, Katten Muchin Rosenman LLP was paid $65,000 and $152,000, respectively. 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 $1,000 and $3,000 to these companies during the second quarter and first six months of 2005. The Company paid an aggregate of $1,000 and $17,000 to these companies during the second quarter and first six months of 2004, respectively. A director of the Company is the chairman and chief executive officer of these companies. During the second quarter and first six months of 2005, a director of the Company was paid $9,000 and $18,000, respectively, for providing technology-related consulting services to the Company. For the second quarter and first six months of 2004, such director was paid $9,000 and $18,000, respectively. During the second quarter and first six months of 2005, DuPont Electronic Technologies ("DuPont"), a stockholder and the employer of a director, was paid $8,000 and $25,000, respectively, 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 second quarter and first six months of 2004, DuPont was paid $36,000 and $57,000, repsectively. 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 June 21, 2005, non-qualified stock options to purchase an aggregate of 17,500 shares were issued to seven directors at an exercise price of $8.95 per share. 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. 29 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 July 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 July 2, 2005, the Company's disclosure controls and procedures were effective. No change occurred in the Company's internal controls concerning financial reporting during the Company's second quarter of 2005 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting. In designing and evaluating the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 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. At the time of our evaluation, we believed that our disclosure controls and procedures provided such reasonable assurance. Subsequent to the end of the Company's second fiscal quarter and the evaluation discussed above, two adjustments were identified in the Company's accounting for certain contracts where specified shipment, delivery, customer inspection and acceptance revenue recognition criteria had not been satisfied. The adjustments, aggregating a revenue reduction of approximately $301,000, have been recorded in the second quarter and the Company expects the sale of the products involved (and recognition of the related revenue) to be completed in the third quarter of 2005. After evaluating the facts and circumstances regarding the need for these adjustments, it was determined that there exists a deficiency in the design and operation of our controls over cut-off procedures at the end of accounting periods and the proper application and documentation of the Company's revenue recognition policies and related SEC and GAAP requirements (specifically SAB 104: "Revenue Recognition") to such contracts, and that this deficiency constitutes a material weakness in the Company's internal controls over financial reporting. To address the foregoing, the Company performed additional analyses and other procedures to prepare the unaudited quarterly financial statements in accordance with GAAP. The Company believes that the unaudited quarterly financial statements are fairly stated. A material weakness in internal control over financial reporting is a control deficiency (within the meaning of the Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 2), or combination of control deficiencies, that results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. To address such material weakness, management, with the oversight of the Audit Committee, will implement enhanced procedures to examine each quarter all contracts in excess of a specified dollar amount to ensure that revenue is appropriately recognized in the proper period. This examination will include, among other steps, a comparison of each selected sale's 30 characteristics to the specific revenue recognition requirements of the Company's accounting policy based on the SEC's SAB 101 and SAB 104 (Revenue Recognition) and other relevant authoritative revenue recognition accounting literature that may become available from time to time. Management is also creating a standard documentation template to support the timing of revenue recognition for those selected sales that meet the review criteria. In addition, members of the Company's financial department including our Chief Financial Officer will undertake additional training with respect to GAAP and SEC reporting requirements for accounting matters, including regarding revenue recognition issues and contract fulfillment administration. Management believes that, with the addition of these enhanced procedures, the Company's internal controls over financial reporting will be effective. PART II OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On June 21, 2005, the Company held its Annual Stockholders Meeting at which the stockholders elected three members to the Company's Board of Directors. The stockholders of the Company elected Mason N. Carter, Albert H. Cohen and David B. Miller as Class III Directors whose terms expire at the 2008 Annual Meeting. The following sets forth the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, voted upon at the Company's June 21, 2005 Annual Stockholders Meeting: Election of Directors. For Abstain --------- ------- Mason N. Carter 2,659,187 355,520 Albert H. Cohen 2,722,914 291,793 David B. Miller 2,730,291 284,416 Ratification of Grant Thornton LLP as the Company's independent auditors. For Against Abstain --------- ------- ------- 3,011,836 750 2,121 The Company's two Class I directors, Fernando L. Fernandez and Joel H. Goldberg, and three Class II directors, Edward H. Cohen, Arthur A. Oliner and Harold J. Raveche, continued as directors after the Annual Stockholders Meeting and are serving terms expiring at the time of the Company's annual meetings in 2007 and 2006, respectively, and until their respective successors have been duly elected and qualified. 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. 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. 31 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 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.* 32 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, 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 33 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. 34 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: August 16, 2005 By: /s/ Mason N. Carter ------------------- Mason N. Carter Chairman, President and Chief Executive Officer Date: August 16, 2005 By: /s/ Robert V. Condon -------------------- Robert V. Condon Vice President, Finance and Chief Financial Officer 35