UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.CDC 20549
------------------
FORM 10-K
(Mark one)
_X_10-K/A
ANNUAL REPORT
PURSUANT TO SECTIONPursuant to Section 13 ORor 15(d) OF THE SECURITIES EXCHANGE
ACT OFof the
Securities Exchange Act of 1934 (FEE REQUIRED)
For the fiscal year ended_______Septemberended September 30, 2004_____________________________
OR
__TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from____________to___________________________________
Commission file number__________________0-10976________________________________
______________________Microwave2004
Microwave Filter Company, Inc____________________________Inc.
(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)
__________New York__________________________16-0928443_________________________Charter)
New York 0-10976 16-0928443
- --------------------------- ------------------------ --------------------
(State or otherOther jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization)(I.R.S. Employerincorporation) Identification No.)
_____67436743 Kinne Street, East Syracuse, NY________13057________________________New York 13057
- ---------------------------------------------- ----------
(Address of principal executive offices) (Zip code)Code)
(315) 438-4700
--------------
Registrant's telephone number, including area code____(315) 438-4700_____________code
Securities registered pursuant to Section 12(b) of the Act:_____None____________
Securities registered pursuant to Section 12(g) of the Act:
_________________________Common stock, par value $.10 per share_________________
Title of class
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. __
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES ____ NO__X__
1
The aggregate market value of the voting stock held by non-affiliates of the
registrant at the close of business on December 1, 2004 was $4,419,240.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares of common stock outstanding at December 1, 2004: 2,904,428
Documents incorporated by reference: None.
PART I
ITEM 1. BUSINESS.
FORWARD-LOOKING CAUTIONARY STATEMENT
- ------------------------------------
In an effortEXPLANATORY NOTE
This Amendment 10-K/A to provide investors a balanced view of the Company's current
condition and future growth opportunities, this Annual Report on Form 10-K
includes comments by the Company's management about future performance. These
statements which are not historical information are "forward-looking
statements" pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These, and other forward-looking statements,
are subject to business and economic risks and uncertainties that could cause
actual results to differ materially from those discussed. 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; general economic and industry
conditions; slower than anticipated penetration into the satellite
communications, mobile radio and commercial and defense electronics markets;
competitive products and pricing pressures; increased pricing pressure from
our customers; risks relating to governmental regulatory actions in broadcast,
communications and defense programs; as well as other risks and uncertainties,
including but not limited to those detailed from time to time in the Company's
Securities and Exchange Commission filings. These forward-looking statements
are made only as of the date hereof, and the Company undertakes no obligation
to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise. You are encouraged to review
Microwave Filter Company's 2004 Annual Report and Form 10-K for the
fiscal year ended September 30, 2004, and other Securities and Exchange Commission
filings. Forward-looking statements may be made directly in this document or
"incorporated by reference" from other documents. You can find many of these
statements by looking for words like "believes," "expects," "anticipates,"
"estimates," or similar expressions.
GENERAL DEVELOPMENT OF BUSINESS
- -------------------------------
Microwave Filter Company, Inc. (hereinafter referred to as MFC) was
incorporated in New York State on September 26, 1967. MFC is the successor of
Microwave Filter Company which was founded in April of 1967.
On July 1, 1990, MFC acquired Niagara Scientific, Inc. (hereinafter referred
to as NSI.)
MFC and its subsidiaries are sometimes referred to collectively as the
"Company."
2
NARRATIVE DESCRIPTION OF BUSINESS
- ----------------------------------
Microwave Filter Company, Inc. (MFC)
Established in 1967 in East Syracuse, New York, MFC occupies a modern 40,000
square foot facilityinitially filed with an impressive complement of analytical and design
software, test instrumentation, prototype and manufacturing equipment to
create passive filters, components and sub systems in the frequency range of
10 MHz to 50 GHz.
MFC manufactures RF filters and related components for eliminating
interference and facilitating signal processing for such markets as Cable
Television, Broadcast, Commercial and Military Communications, Avionics,
Radar, Navigation and Defense. The Company designs waveguide, stripline/
microstrip, transmission line, miniature/subminiature and lumped constant
filters. Configurations include bandpass, highpass, lowpass, bandstop,
multiplexers, tunable notch, tunable bandpass, high power filters, amplitude
equalized, delay equalized and filter networks. The Company actively produces
over 1,700 standard products and has designed more than 5,000 custom products
for specialized applications.
The manufacturing facility includes a state-of-the-art CAD-CAM system, a
test department with automated network analyzers to 50 GHz, a high capacity
conveyor soldering oven, a fully compliant finishing operation and a
TQM/ISO9000 based quality assurance program to insure the intrinsic quality of
the products produced.
Efficient computer simulation, design and analysis software enhanced by
proprietary MFC developed software, allow rapid and accurate filter
development at reasonable cost. Automated network analyzers provide rigorous
product testing and performance data storage on a serial number basis in most
cases.
A network based CAD-CAM system allows the transfer of data and programs to
the CNC turning and milling centers for fabrication of machined parts.
Prototype PC boards are similarly produced by computer controlled PC board
mills.
A Grieve high capacity conveyor soldering oven is used for production of
large quantity assemblies while smaller production quantities are assembled at
hand soldering or brazing stations.
ISO-9000 contract and design review procedures coupled with a QA department
that is compliant with MIL-I-45208 inspection systems and MIL-STD-45622
calibration system standards assures process and product integrity. A
certified staff instructor regularly trains associates to MIL-STD-2000A (now
superceded by J-STD-001.)
Other in-house testing facilities include three environmental chambers
capable of testing products for temperatures of -0 to 200 degrees Celsius and
humidity up to 100 percent. Several high power amplifiers are available for
power tests up to 2500 watts at 220 MHz and 100 watts at 1,000 MHz. An
automated in-house anechoic chamber provides antenna pattern measurement
capability in the 2 to 8 GHz frequency range. Facilities are also available
for salt spray, sand and dust, shock and vibration, RFI leakage and altitude
testing.
3
Niagara Scientific, Inc. (NSI)
- ------------------------------
NSI manufactures material handling equipment for suppliers of consumer
goods. Such suppliers would include food processors or any other manufacturer
of packaged consumer products that need to be moved into a corrugated shipping
case at a constant rate of speed.
The Schroeder Machines Division (SMD), in existence for over 50 years, is a
division of Niagara Scientific. SMD manufactures a number of case packing
solutions but is most noted for its Quadnumatic. The Quadnumatic is an
automatic case packing machine that performs all the functions of collating,
case forming, loading and sealing products into their shipping cartons at
packing speeds ranging from 12 to 30 cases per minute depending upon model.
Other products offered by Schroeder include a servo pick-and-place machine
for top loading packaging applications and a case erector/bottom taping
machine for customers who still hand pack or need to add a case former to an
existing case packing machine.
MARKETS
- -------
Microwave Filter Company, Inc. (MFC)
- ------------------------------------
Cable Television (CATV) - MFC serves this market principally with three
product groups. One popular area includes standard and custom filters used at
the headend to process signals and remove interference. A very popular
application involves removing or re-routing channels to organize programming
line-ups.
A family of trap filters, "Fastrap," is used by cable operators to restrict
or permit the viewing of pay per view or other premium programming. The traps
can be ordered in small and large quantities, are 100% inspected and delivered
overnight.
Since all operators initially receive programming via satellite, products
from our satellite market cross over into the cable television market. C-band
satellite receive systems are prone to various types of terrestrial
interference which are curable in many cases by applying MFC bandpass filters.
MFC has seen a decrease in its CATV product sales over the last several
years. Management believes this trend is primarily due to the downturn in the
economy; and, to a lesser extent, to the transition from analog to digital
television. Digital Televison (DTV) is a new type of broadcasting technology
that will transform television viewing. DTV enables broadcasters to offer
television with movie-quality picture and sound. It also offers greater
multicasting and interactive capabilities. DTV is a more flexible and
efficient technology than the current NTSC "analog" broadcast system. Rather
than being limited to providing one analog programming channel, a broadcaster
will be able to provide a super sharp "high definition" (HDTV) program or
multiple "standard definition" DTV programs simultaneously using the RF
spectrum more efficiently. Providing several program streams on one broadcast
channel is called "multicasting." The number of programs a station can send on
one digital channel depends on the level of picture detail, also known as
"resolution." DTV can provide interactive video and data services that are not
possible with "analog" technology. Converting to DTV will eventually free up
parts of the scarce and valuable broadcast airwaves. Those portions of the
spectrum can then be used for other important services, such as advanced
wireless and public safety services (police, fire, rescue squads, etc.).
Televison stations serving all markets in the United States are currently
airing digital television programming, although they still must provide analog
programming until the target date set by Congress for completion of the
transition to DTV - December 31, 2006. That date may be extended, however,
until most homes (85%) in an area are able to watch the DTV programming. At
that point, broadcasting on the current (analog) channels will end and that
spectrum will be put to other uses reducing the need for analog filters which
MFC currently supplies. Until the transition to DTV is complete, television
stations will continue broadcasting on both their digital and analog channels.
4
Broadcast - Several areas of broadcast are served by Microwave Filter
Company with the most active being in the MDS/MMDS and UHF bands.
Formally used for Wireless Cable, the MDS/MMDS bands are now becoming
popular for use by Internet Service Providers (ISP.) Wireless Cable was a
video delivery service that attempted to compete with cable television with
limited success. This service delivered programming over-the-air using
microwave frequencies. Television programming is received via a small rooftop
antenna. The signals are then down converted for reception by the television
set. At the home, the equipment looks the same as that supplied by a cable
television company with the exception of the rooftop antenna. Currently the
trend is to use the same concept to provide internet service to the home
(receive only.)
The most significant product sold to this market is our channel combiner
used at the broadcast site to reduce tower costs. By combining channels at
the transmitter site, additional expensive coaxial or waveguide runs up the
tower become unnecessary. It remains to be seen whether activity will be
popular in these bands.
MFC offers the widest selection of channel combiners to meet a variety of
system specifications. Combiners in different configurations and constructed
of different materials offer the operator better or best options depending on
budget or other system requirements.
Radio and Television Broadcast - MFC primarily serves these broadcast areas
with interference filters to reduce equipment harmonics and combiners for low
power UHF applications. Other broadcast areas served also include AML,
telemetry and STL/ENG relays.
Similar to cable television, the broadcast industry is also moving towards
the digital delivery of both audio and video broadcast.
Satellite - Microwave filters and IF filters for removing interference are
provided to both commercial and home C-band TVRO antennas. A variety of
products are available that offer protection and or solutions to interference
that affects the feedhorn, downconverter, and receiver. A variety of filters
are also available for satellite services utilizing higher frequency bands
such as 12, 13 and 18 GHz.
5
Mobile Radio and Data Links - MFC provides filters to a variety of mobile
radio services such as cellular telephone, two way radio and paging to
eliminate interference in transmit or receive equipment. More recently there
has been demand for filters and diplexers for broadband microwave applications
for Voice Over Internet Protocol ("VOIP") With the number of services
increasing and ISP use. The advent of license exempt applications has
increased the need for interference filtering. With the number of services
increasing and our air waves becoming more congested, filters are increasingly
important to many transmit operations.
RF and Microwave - This market encompasses both commercial and military
applications. Filters in defense applications are used for such purposes as
air to ground communications, radar and land communications. In commercial
areas, filters are used to protect such equipment as receivers, transmitters,
transceivers and any other electronics used for signal processing. In addition
to filters, this market is also served with MFC's Ferrosorb product line.
Ferrosorb is a microwave absorbing material available in sheets, loads and a
variety of other shapes. The product is used to offer protection by shielding
signals or absorbing selective bands.
In 1992, MFC's acquisition of certain assets of Chesterfield Products added
an expanded line of products to enhance the RF filter line. Many of MFC's
traditional filters are components added onto a system. Chesterfield provided
MFC with the capability to manufacture miniature and subminiature filters
which are components built into electronic systems. Another Chesterfield
capability has provided us with the resources to expand our filter design
range down to 5 KHz.
There has been an increased demand for filters in the OEM (Original
Equipment Manufacturer) market. In response to this demand, MFC has purchased
new design, fabrication and test equipment to design filters up to 50 GHz. OEM
orders are larger than those received for other markets and facilities such as
a soldering oven have been added in the manufacturing area for large volume
production.
Niagara Scientific, Inc. (NSI)
- ------------------------------
NSI - Like MFC, NSI and its divisions seek niche markets arising from
certain demographic changes in the industrial work force which promotes
acceptance of automation in both large and small factories. NSI's typical
product is customized to the purchaser's operation and is the result of system
engineering. The product makes tactical use of precision mechanical movements
or sensors of physical characteristics under microprocessor control. These
smart machines reduce labor costs through faster operation and increased
quality.
Typical customers for case packing machines are food processors or makers of
cosmetics, pharmaceuticals, candies or hardware whose product must be cased
for shipping and storage.
Other custom equipment is designed for inspection-rejection, counting,
analyzing or otherwise monitoring, reporting or controlling a continuous
manufacturing or industrial process.
Typical customers are commodity mass producers in the food, drug and paint
industries.
6
WORLD TRADE
- -----------
Management believes that world marketing is a route to substantial expansion
of sales for MFC/NSI. Export opportunities for MFC's communication related
products are many - especially in areas of the world such as China, the
Pacific Rim and South America. Marketing research reveals that the Company's
products are in high demand in these areas of the world. Significant efforts
have been made over the last year to identify key international markets and to
establish distributors with appropriate technical backgrounds to represent our
interests in those regions.
NSI products are less suitable for export for a number of reasons, including
their large size and complexity, less demand in underdeveloped areas for
automation and significant local competition. However, NSI is well qualified
to produce and or distribute complementary products under license.
SUPPLIERS
- ---------
The Company depends on outside suppliers for raw materials, components and
parts, and services. Although items are generally available from a number of
suppliers, the Company purchases certain raw materials and components from a
single supplier. If such a supplier should cease to supply an item, the
Company believes that new sources could be found to provide the raw materials
and components. However, manufacturing delays and added costs could result.
The Company has not experienced significant delays of this nature in the past,
but there can be no assurance that delays in delivery due to supply shortages
will not occur in the future. Substantial periods of lead time for delivery of
certain materials are sometimes experienced by the Company, making it
necessary to inventory varied quantities of materials.
PATENTS AND LICENSES
- --------------------
The Company has no patents, trademarks, copyrights, licenses or franchises of
material importance.
SEASONAL FLUCTUATIONS
- ---------------------
There are no significant seasonal fluctuations in the Company's business.
GOVERNMENT CONTRACTS
- --------------------
The Company is not dependent in any material respect on government
contracts.
7
BACKLOG
- -------
At September 30, 2004, the Company's total backlog of orders, which
represents firm orders from customers, was $805,244 compared to $452,789 at
September 30, 2003. At September 30, 2004, MFC's backlog of orders was
$661,109 compared to $328,809 at September 30, 2003. At September 30, 2004,
NSI's backlog of orders was $144,135 compared to $123,980 at September 30,
2003. The total Company backlog at September 30, 2004 is scheduled to ship
during fiscal 2005. However, backlog is not necessarily indicative of future
sales. Accordingly, the Company does not believe that its backlog as of any
particular date is representative of actual sales for any succeeding period.
EMPLOYEES
- ---------
At September 30, 2004, the Company employed 54 full-time employees.
RESEARCH AND DEVELOPMENT
- ------------------------
The Company maintains and expects to continue to maintain an active research
and development program. The Company believes that such a program is needed
to maintain its competitive position in existing markets and to provide
products for emerging markets. Costs in connection with research and
development were $312,189, $349,203 and $376,857 for the fiscal years 2004,
2003 and 2002, respectively. Research and development costs are charged to
operations as incurred.
COMPETITION
- -----------
The principal competitive factors facing both MFC and NSI are price,
technical performance, service and the ability to produce in quantity to
specific delivery schedules. Based on these factors, the Company believes it
competes favorably in its markets.
RISKS RELATED TO OUR BUSINESS
- -----------------------------
An investment in our common stock involves a high degree of risk. The risks
and uncertainties described below are not the only ones we face. Additional
risks and uncertainties that we are unaware of, or that we may currently deem
immaterial, may become important factors that harm our business, financial
condition or results of operations. If any of the following risks actually
occurs, our business, financial condition or results of operations could
suffer. In that case, the trading price of our common stock could decline, and
you may lose all or part of your investment.
Demand for existing products may decline.
Our inability to introduce new and enhanced products on a timely basis.
Market acceptance of newly developed products may be slower than
anticipated.
Pricing pressures from our customers and/or market pressure from competitors
may reduce selling prices.
Difficulty in obtaining an adequate supply of raw materials or components at
reasonable prices.
Loss of key personnel or the inability to attract new employees.
Governmental regulatory actions could adversely affect our business.
8
AVAILABLE INFORMATION
- ---------------------
Our Internet address is www.microwavefilter.com. There we make available,
free of charge, our annual report on Form 10-K, quarterly reports on Form 10-
Q, current reports on Form 8-K and any amendments to those reports, as soon as
reasonably practicable after we electronically file such material with, or
furnish it to, the Securities and
Exchange Commission (SEC). Our SEC reports
can be accessed through the investor relations link of our Web site. The
information found(the "SEC") on our Web siteDecember 23, 2004 (the "Original Filing"),
is not part of this or any other report we
file with or furnishbeing filed to the SEC.
The public may read and copy any materials that we file with the SEC at
the SEC's Public Reference Room located at 450 Fifth Street NW, Washington, DC
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains
electronic versions of our reports on its website at www.sec.gov.
ITEM 2. PROPERTIES.
MFC's office and manufacturing facility is located at 6743 Kinne Street,
East Syracuse, New York. This facility, which is owned by MFC, consists of
40,000 square feet of office and manufacturing space located on 3.7 acres.
MFC presently occupies approximately 35,000 square feet with the balance
(approximately 5,000 square feet) occupied by NSI.
ITEM 3. LEGAL PROCEEDINGS.
There are currently no material pending legal proceedings against the
Company or its subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the fourth quarter of the fiscal year covered by this Form 10-K,
there were no matters submitted to a vote of security holders.
9
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
MFC's common stock is traded on the NASDAQ over-the-counter market under the
symbol MFCO. The information set forth was obtained from statements provided
by the NASD. The following table shows the high and low sales prices for MFC's
common stock for each full quarterly period within the two most recent fiscal
years. The quotations represent prices in the over-the-counter market between
dealers in securities. They do not include retail mark-ups, mark-downs or
commissions.
Fiscal 2004 High Low
Oct. 1, 2003 to Dec. 31, 2003 $ 1.36 $ 1.04
Jan. 1, 2004 to Mar. 31, 2004 5.75 1.10
Apr. 1, 2004 to June 30, 2004 3.65 1.34
July 1, 2004 to Sept. 30, 2004 1.96 1.13
Fiscal 2003 High Low
Oct. 1, 2002 to Dec. 31, 2002 $ 1.53 $ .90
Jan. 1, 2003 to Mar. 31, 2003 1.95 .97
Apr. 1, 2003 to June 30, 2003 1.24 .92
July 1, 2003 to Sept. 30, 2003 1.51 1.04
The approximate number of stockholders on September 30, 2004 was 2,800.
On December 18, 2002, the Board of Directors declared a ten cents per share
cash dividend to shareholders of record on January 17, 2003 to be distributed
on January 31, 2003.
On February 13, 2002, the Board of Directors declared a seven cents per
share cash dividend to shareholders of record on February 27, 2002 to be
distributed on March 13, 2002.
Payment of future dividends, if any, will be at the discretion of the Board
of Directors after taking into consideration various factors, including the
Company's financial condition, operating results and current and anticipated
cash needs.
On April 9, 1998, the Board of Directors and Shareholders of Microwave
Filter Company, Inc. approved the 1998 Microwave Filter Company, Inc.
Incentive Stock Plan (the "1998 Plan"). Under the 1998 Plan, the Company may
grant incentive stock options ("ISOs"), non-qualified stock options ("NQSOs")
and stock appreciation rights to directors, officers and employees of the
Company and its affiliates. The 1998 Plan reserves 150,000 shares for
issuance. The exercise price of the ISOs and NQSOs will be 100% of the fair
market value of the Common Stock on the date the ISOs and NQSOs are granted.
The 1998 Plan will terminate on April 10, 2008. On June 21, 2004, the Board of
Directors granted ISOs totaling 115,000 shares and NQSOs totaling 35,000
shares at an exercise price of $1.47. All options were 100% vested.
Additional information regarding our stock option plan and plan activity for
2004 is provided in our consolidated financial statements. See "Notes to
Consolidated Financial Statements, Note 9 - Stock options."
10
ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial information is derived from and should be
read in conjunction with the financial statements, including the notes
thereto, appearing in Item 8. - "Financial Statements and Supplemental Data."
Five Year Summary of Financial Data
September 30
2004 2003 2002 2001 2000
Net Sales $ 4,876,219 $ 5,059,520 $ 7,251,732 $ 6,848,191 $ 7,491,853
Net (Loss) Income $ (176,317) $ (282,400) $ 434,287 $ 128,752 $ 338,736
Total Assets $ 3,626,605 $ 3,901,545 $ 4,865,885 $ 4,270,151 $ 5,142,708
Long Term Debt $ 0 $ 0 $ 0 $ 0 $ 0
Basic (Loss) Earnings
Per Share $ (.06) $ (.10) $ .15 $ .04 $ .11
Diluted (Loss) Earnings
Per Share $ (.06) $ (.10) $ .15 $ .04 $ .11
Shares Used In Computing Net
(Loss) Earnings Per Share:
Basic 2,904,669 2,904,781 2,904,781 2,946,284 3,169,061
Diluted 2,946,482 2,904,781 2,904,781 2,946,284 3,169,061
Cash ($) Dividends Paid Per
Share $ .00 $ .10 $ .07 $ .03 $ .05
Net (loss) income as a percentage of: 2004 2003 2002 2001 2000
Net Sales.......................... (3.6%) (5.6%) 6.0% 1.9% 4.5%
Assets .......................... (4.9%) (7.2%) 8.9% 3.0% 6.6%
Equity............................. (5.9%) (8.9%) 11.5% 3.6% 8.8%
11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Microwave Filter Company, Inc. operates primarily in the United States and
principally in two industries. The Company extends credit to business
customers, including original equipment manufacturers (OEMs), distributors and
other end users, based upon ongoing credit evaluations. Microwave Filter
Company, Inc. designs, develops, manufactures and sells electronic filters,
both for radio and microwave frequencies, to help process signal distribution
and to prevent unwanted signals from disrupting transmit or receive
operations. Markets served include cable television, television and radio
broadcast, satellite broadcast, mobile radio, commercial and defense
electronics. Niagara Scientific, Inc., a wholly owned subsidiary, custom
designs case packing machines to automatically pack products into shipping
cases. Customers are processors of food and other commodity products with a
need to reduce labor cost with a modest investment and quick payback.
RESULTS OF OPERATIONS
- ---------------------
The following table sets forth the Company's net sales by major product
groups for each of the fiscal years in the three year period ended September
30, 2004.
Product group (in thousands) Fiscal 2004 Fiscal 2003 Fiscal 2002
Niagara Scientific $ 231 $ 704 $ 552
Microwave Filter:
Cable TV 2,179 2,207 2,722
Satellite 1,082 931 2,604
RF/Microwave 1,149 1,015 980
Broadcast TV 235 202 394
------ ------ ------
Total $4,876 $5,059 $7,252
====== ====== ======
Sales backlog at 9/30 $ 805 $ 453 $ 706
====== ====== ======
Fiscal 2004 compared to fiscal 2003
Consolidated net sales for the fiscal year ended September 30, 2004 equaled
$4,876,219, a decrease of $183,301 or 3.6% when compared to consolidated net
sales of $5,059,520 during the fiscal year ended September 30, 2003.
Microwave Filter Company, Inc. (MFC) sales increased $290,133 or 6.7% to
$4,645,356 during the fiscal year ended September 30, 2004 when compared to
sales of $4,355,223 during the fiscal year ended September 30, 2003.
The increase in MFC sales can primarily be attributed to an increase in the
sales of the Company's standard Satellite product sales and an increase in the
sales of the Company's RF/Microwave product sales.
12
MFC's Satellite product sales increased $151,114 or 16.2% to $1,082,386
during the fiscal year ended September 30, 2004 when compared to $931,272
during the fiscal year ended September 30, 2003. The increase can be
attributed to an increase in demand for the Company's filters which suppress
strong out-of-band interference caused by military and civilian radar systems
and other sources. With the proliferation of earth stations world wide and
increased sources of interference, management expects demand for these types
of filters to grow.
MFC's Cable TV product sales decreased $27,705 or 1.3% to $2,178,780 during
the fiscal year ended September 30, 2004 when compared to sales of $2,206,485
for the fiscal year ended September 30, 2003. The decrease in MFC's Cable TV
product sales can be attributed to both the downturn in the telecommunications
marketplace and the transition from analog to digital television. Digital
Televison (DTV) is a new type of broadcasting technology that will transform
television viewing. DTV enables broadcasters to offer television with movie-
quality picture and sound. It also offers greater multicasting and interactive
capabilities. DTV is a more flexible and efficient technology than the current
NTSC "analog" broadcast system. Rather than being limited to providing one
analog programming channel, a broadcaster will be able to provide a super
sharp "high definition" (HDTV) program or multiple "standard definition" DTV
programs simultaneously using the RF spectrum more efficiently. Providing
several program streams on one broadcast channel is called "multicasting." The
number of programs a station can send on one digital channel depends on the
level of picture detail, also known as "resolution." DTV can provide
interactive video and data services that are not possible with "analog"
technology. Converting to DTV will eventually free up parts of the scarce and
valuable broadcast airwaves. Those portions of the spectrum can then be used
for other important services, such as advanced wireless and public safety
services (police, fire, rescue squads, etc.). Televison stations serving all
markets in the United States are currently airing digital television
programming, although they still must provide analog programming until the
target date set by Congress for completion of the transition to DTV - December
31, 2006. That date may be extended, however, until most homes (85%) in an
area are able to watch the DTV programming. At that point, broadcasting on the
current (analog) channels will end and that spectrum will be put to other uses
reducing the need for analog filters which MFC currently supplies. Until the
transition to DTV is complete, television stations will continue broadcasting
on both their digital and analog channels.
MFC's RF/Microwave product sales increased $133,457 or 13.1% to $1,148,690
during the fiscal year ended September 30, 2004 when compared to sales of
$1,015,233 during the fiscal year ended September 30, 2003. These products are
primarily sold to original equipment manufacturers (OEMs) that serve the
mobile radio and commercial and defense electronics markets. Typical customers
include the U.S. Government, General Dynamics, Motorola, Rockwell Collins,
Lockheed Martin, Northrup Gruman and Raytheon. The Company continues to invest
in production engineering and infrastructure development to penetrate OEM
market segments as they become popular. MFC is concentrating its technical
resources and product development efforts toward potential high volume
customers as part of a concentrated effort to provide substantial long-term
growth.
MFC's BTV/Wireless cable sales increased $33,267 or 16.5% to $235,500 for
the fiscal year ended September 30,2004 when compared to sales of $202,233 for
the fiscal year ended September 30, 2003 primarily due to an increase in
demand for UHF Broadcast products.
13
Niagara Scientific, Inc. (NSI) sales decreased $473,434 or 67.2% to $230,863
for the fiscal year ended September 30, 2004 when compared to sales of
$704,297 for the fiscal year ended September 30, 2003. Sales of NSI related
equipment can be impacted by the timing of the shipment of the custom designed
equipment and the customer's scheduled delivery dates. NSI's sales order
levels have been negatively impacted by the sluggish economy and reduced
capital spending. Based on backlog, recent quote activity and the general
economic climate, management is expecting little, if any, growth in sales for
NSI for fiscal 2005.
At September 30, 2004, the Company's total backlog of orders, which
represents firm orders from customers, equaled $805,244 compared to $452,789
at September 30, 2003. At September 30, 2004, MFC's backlog of orders equaled
$661,109 compared to $328,809 at September 30, 2003. At September 30, 2004,
NSI's backlog of orders equaled $144,135 compared to $123,980 at September 30,
2003. The total Company backlog at September 30, 2004 is scheduled to ship
during fiscal 2005. However, backlog is not necessarily indicative of future
sales. Accordingly, the Company does not believe that its backlog as of any
particular date is representative of actual sales for any succeeding period.
Gross profit increased $189,276 or 12.7% to $1,679,442 during the fiscal
year ended September 30, 2004 when compared to gross profit of $1,490,166
during the fiscal year ended September 30, 2003. As a percentage of sales,
gross profit increased to 34.4% during the fiscal year ended September 30,
2004 compared to 29.5% during the fiscal year ended September 30, 2003. The
increase in gross profit as a percentage of sales, when compared to the same
period last year, can primarily be attributed to favorable product sales mix
and planned reductions in manufacturing overhead costs. MFC's sales, whose
targeted gross profits are higher than NSI's, represented 95% of total net
sales this year compared to 86% of total net sales for fiscal 2003.
Selling, general and administrative (SG&A) expenses decreased $218,909 or
11.2% to $1,743,621, or 35.8% of sales, during the fiscal year ended September
30, 2004 when compared to SG&A expenses of $1,962,530, or 38.8% of sales,
during the fiscal year ended September 30, 2003. The reductions were primarily
related to decreases in payroll and payroll related expenses. Due to the
uncertain economic climate, the Company has been emphasizing cost controls and
cost cutting measures to minimize operating expenses.
Income from operations increased $408,185 to a loss from operations of
$64,179 during the fiscal year ended September 30, 2004 when compared to a
loss from operations of $472,364 during the fiscal year ended September 30,
2003. The improvement can primarily be attributed to the improved gross
margins and the reductions in SG&A expenses this year when compared to the
same period last year. On an industry segment basis, MFC's income from
operations increased $298,858 to income from operations of $32,320 for the
fiscal year ended September 30, 2004 compared to a loss from operations of
$267,886 for the fiscal year ended September 30, 2003 due primarily to the
MFC's higher sales volume and reduced operating expenses. NSI recorded a loss
from operations of $96,499 for the fiscal year ended September 30, 2004
compared to a loss from operations of $204,478 for the fiscal year ended
September 30, 2003. NSI's improvement can primarily be attributed to planned
reductions in operating expenses. NSI's losses from operations can partly be
attributed to the absorption of fixed overhead expenses.
14
As a result of the Company's cumulative losses, the Company recorded a non-
cash charge to establish a valuation allowance of $288,293 against net
deferred tax assets for the fiscal year ended September 30, 2004. The charge
was calculated in accordance with the provisions of Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109), which
requires an assessment of both positive and negative evidence when measuring
the need for a valuation allowance. Evidence, such as operating results during
the most recent three-year period, is given more weight when due to our
current lack of visibility, there is a greater degree of uncertainty that the
level of future profitability needed to record the deferred tax assets will be
achieved. Our results over the most recent three-year period have been
negatively affected by the downturn in the telecommunications marketplace, the
sluggish economy and reduced capital spending. The Company's losses in the
most recent three-year period, inclusive of the loss for the fiscal year ended
September 30, 2004, represented sufficient negative evidence to require a
valuation allowance under the provisions of SFAS 109. The Company will
maintain a valuation allowance until sufficient positive evidence exists to
support its reduction or reversal.
The Company recorded a provision for income taxes of $145,889 for the fiscal
year ended September 30, 2004 compared to a benefit for income taxes of
$163,928 for the fiscal year ended September 30, 2003. The change can
primarily be attributed to the Company providing a full valuation allowance on
its deferred tax assets and the lower pre-tax loss this year when compared to
the same period last year. In addition, the Company assessed its net current
taxes payable and recorded an adjustment of approximately $93,000 to reflect a
revision of estimated taxes payable.
Fiscal 2003 compared to fiscal 2002
Consolidated net sales for the fiscal year ended September 30, 2003 equaled
$5,059,520, a decrease of $2,192,212 or 30.2% when compared to consolidated
net sales of $7,251,732 during the fiscal year ended September 30, 2002.
Microwave Filter Company, Inc. (MFC) sales decreased $2,344,203 or 35% to
$4,355,223 during the fiscal year ended September 30, 2003 when compared to
sales of $6,699,426 during the fiscal year ended September 30, 2002.
The decrease in MFC sales can primarily be attributed to the decrease in the
sales of the Company's standard Cable/Satellite TV product sales, which
management attributes to the decrease in demand for the Company's standard
filters which suppress strong out-of-band interference caused by military and
civilian radar systems. Last year, the Company saw an increase in demand for
the Company's filters which suppress strong out-of-band interference caused by
military and civilian radar systems, primarily due to the increased security
measures that were taken as a result of the September 11th terrorist attacks.
That demand decreased during fiscal 2003 resulting in the lower sales and due
to the current economic climate, MFC has not seen an increase in sales in
other product areas. MFC's Cable/Satellite TV product sales decreased
$2,188,365 or 41.1% to $3,137,757 during fiscal 2003 when compared to sales of
$5,326,122 for the fiscal year ended September 30, 2002.
15
MFC's RF/Microwave product sales increased $35,415 or 3.6% to $1,015,233
during the fiscal year ended September 30, 2003 when compared to sales of
$979,818 during the fiscal year ended September 30, 2002. The Company
continues to invest in production engineering and infrastructure development
to penetrate OEM (Original Equipment Manufacturer) market segments as they
become popular. MFC is concentrating its technical resources and product
development efforts toward potential high volume customers as part of a
concentrated effort to provide substantial long-term growth.
MFC's BTV/Wireless cable sales decreased $191,253 or 48.6% to $202,233 for
the fiscal year ended September 30,2003 when compared to sales of $393,486 for
the fiscal year ended September 30, 2002, primarily due to the downturn in the
telecommunications marketplace.
Niagara Scientific, Inc. (NSI) sales increased $151,991 or 27.5% to $704,297
for the fiscal year ended September 30, 2003 when compared to sales of
$552,306 for the fiscal year ended September 30, 2002. Sales of NSI related
equipment can be impacted by the timing of the shipment of the custom designed
equipment and the customer's scheduled delivery dates. Despite the increase in
sales, NSI's sales order levels have been negatively impacted by the sluggish
economy and reduced capital spending.
At September 30, 2003, the Company's total backlog of orders equaled
$452,789 compared to $705,578 at September 30, 2002. At September 30, 2003,
MFC's backlog of orders equaled $328,809 compared to $399,640 at September 30,
2002. At September 30, 2003, NSI's backlog of orders equaled $123,980 compared
to $305,938 at September 30, 2002. The total Company backlog at September 30,
2003 is scheduled to ship during fiscal 2004. However, backlog is not
necessarily indicative of future sales. Accordingly, the Company does not
believe that its backlog as of any particular date is representative of actual
sales for any succeeding period.
Gross profit increased $189,276 or 12.7% to $1,679,442 during the fiscal
year ended September 30, 2004 when compared to gross profit of $1,490,166
during the fiscal year ended September 30, 2003. As a percentage of sales,
gross profit increased to 34.4% during the fiscal year ended September 30,
2004 compared to 29.5% during the fiscal year ended September 30, 2003. The
increase in gross profit as a percentage of sales, when compared to the same
period last year, can primarily be attributed to product sales mix and planned
reductions in manufacturing overhead expenses.
Selling, general and administrative (SG&A) expenses decreased $309,832 or
13.6% to $1,962,530 during the fiscal year ended September 30, 2003 when
compared to SG&A expenses of $2,272,362 during the fiscal year ended September
30, 2002. The reductions were primarily related to decreases in payroll and
payroll related expenses and planned reductions in media advertising costs. As
a percentage of sales, SG&A expenses increased to 38.8% during the fiscal year
ended September 30, 2003 when compared to 31.3% during the fiscal year ended
September 30, 2002, primarily due to the decrease in sales during fiscal 2003
when compared to fiscal 2002. Due to the uncertain economic climate, the
Company has been emphasizing cost controls and cost cutting measures to
minimize operating expenses.
16
Income from operations decreased $1,029,354 to a loss from operations of
$472,364 during the fiscal year ended September 30, 2003 when compared to
income from operations of $556,990 during the fiscal year ended September 30,
2002 primarily due to the decrease in sales. On an industry segment basis,
MFC's income from operations decreased $1,055,779 to a loss from operations of
$194,582 for the fiscal year ended September 30, 2003 when compared to income
from operations of $861,197 for the fiscal year ended September 30, 2002, due
primarily to the lower sales volume. NSI recorded a loss from operations of
$204,478 for the fiscal year ended September 30, 2003 compared to a loss from
operations of $229,893 for the fiscal year ended September 30, 2002. NSI's
loss from operations can partly be attributed to the absorption of fixed
overhead expenses. Corporate expenses decreased $1,010 to $73,304 for the
fiscal year ended September 30, 2003 when compared to corporate expenses of
$74,314 for the fiscal year ended September 30, 2002.
The Company recognized an income tax benefit of $163,928, or an effective
tax rate of (36.7%), for the fiscal year ended September 30, 2003 compared to
income tax expense of $167,080, or an effective tax rate of 27.8%, for the
fiscal year ended September 30, 2002, primarily due to the pre-tax loss for
the fiscal year ended September 30, 2003. In 2002, the effective tax rate
differed from the statutory tax rate primarily due to research and
experimentation tax credits recognized.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
MFC defines liquidity as the ability to generate adequate funds to meet its
operating and capital needs. The Company's primary source of liquidity has
been funds provided by operations.
September 30
2004 2003 2002
Cash & cash equivalents $817,338 $646,886 $649,196
Investments $851,157 $875,671 $1,377,765
Working capital $2,213,155 $2,203,072 $2,594,590
Current ratio 4.60 to 1 4.09 to 1 3.41 to 1
Long-term debt $ 0 $ 0 $ 0
Cash and cash equivalents increased $170,452 to $817,338 at September 30,
2004 when compared to $646,886 at September 30, 2003. The increase was a
result of $193,222 in net cash provided by operating activities, $22,240 in
net cash used in investing activities and $530 in net cash used to purchase
treasury stock.
The net increase of $135,493 in accounts receivable at September 30, 2004,
when compared to September 30, 2003, can primarily be attributed to the
increase in shipments during the month ended September 30, 2004 when compared
to the month ended September 30, 2003.
The net decrease of $69,420 in inventories at September 30, 2004, when
compared to September 30, 2003, can primarily be attributed to a decrease in
the Company's work-in-process inventories primarily due to the stage of
completion of orders based on customer's scheduled delivery dates. The Company
provides for a valuation reserve for certain inventory that is deemed to be
obsolete, of excess quantity or otherwise impaired. The Company's inventory
valuation reserves equaled $386,749 at September 30, 2004 compared to $401,974
at September 30, 2003. The decrease of $15,225 in inventory reserves at
September 30, 2004, when compared to September 30, 2003, can primarily be
attributed to the disposal of specific inventory items due to obsolescence.
Based on current and expected inventory levels, management believes any change
to the inventory valuation reserves will not have a material impact on future
results of operations, capital resources or liquidity. All such inventory
items are written down to their estimated net realizable value.
17
The decrease of $77,708 in customer deposits at September 30, 2004, when
compared to September 30, 2003, can also be attributed to customer's scheduled
delivery dates.
Cash used in investing activities during fiscal 2004 consisted of funds
provided by the sale of investments of $24,514 and funds used for capital
expenditures of $46,754.
At September 30, 2004, the Company had unused aggregate lines of credit
totaling $750,000 collateralized by all inventory, equipment and accounts
receivable.
Management believes that its working capital requirements for the
foreseeable future will be met by its existing cash balances, future cash
flows from operations and its current credit arrangements.
FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS, FINANCIAL CONDITON OR
BUSINESS
- ---------------------------------------------------------------------------
An investment in our common stock involves a high degree of risk. The risks
and uncertainties described below are not the only ones we face. Additional
risks and uncertainties that we are unaware of, or that we may currently deem
immaterial, may become important factors that harm our business, financial
condition or results of operations. If any of the following risks actually
occurs, our business, financial condition or results of operations could
suffer. In that case, the trading price of our common stock could decline, and
you may lose all or part of your investment.
Demand for existing products may decline.
Our inability to introduce new and enhanced products on a timely basis.
Market acceptance of newly developed products may be slower than
anticipated.
Pricing pressures from our customers and/or market pressure from competitors
may reduce selling prices.
Difficulty in obtaining an adequate supply of raw materials or components at
reasonable prices.
Loss of key personnel or the inability to attract new employees.
Governmental regulatory actions could adversely affect our business.
18
Off-Balance Sheet Arrangements
At September 30, 2004 and 2003, the Company did not have any unconsolidated
entities or financial partnerships, such as entities often referred to as
structured finance or special purpose entities, which might have been
established for the purpose of facilitating off-balance sheet arrangements.
Critical Accounting Policies
The Company's consolidated financial statements are based on the application
of accounting principles generally accepted in the United States of America
(GAAP). GAAP requires the use of estimates, assumptions, judgments and
subjective interpretations of accounting principles that have an impact on
the assets, liabilities, revenue and expense amounts reported. The Company
believes its use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently applied. Valuations based on estimates are reviewed
for reasonableness and adequacy on a consistent basis throughout the
Company. Primary areas where financial information of the Company is subject
to the use of estimates, assumptions and the application of judgment include
revenues, receivables, inventories, and taxes.
Revenues from product sales are recorded as the products are shipped and
title and risk of loss have passed to the customer, provided that no
significant vendor or post-contract support obligations remain and the
collection of the related receivable is probable. Billings in advance of the
Company's performance of such work are reflected as customer deposits in the
accompanying consolidated balance sheet.
Allowances for doubtful accounts are based on estimates of losses related to
customer receivable balances. The establishment of reserves requires the use
of judgment and assumptions regarding the potential for losses on receivable
balances.
The Company's inventories are valued at the lower of cost or market. The
Company uses certain estimates and judgments and considers several factors
including product demand and changes in technology to provide for excess and
obsolescence reserves to properly value inventory.
The Company established a warranty reserve which provides for the estimated
cost of product returns based upon historical experience and any known
conditions or circumstances. Our warranty obligation is affected by product
that does not meet specifications and performance requirements and any related
costs of addressing such matters.
The Company has deferred tax assets that are reviewed for recoverability and
valued accordingly. These assets are evaluated by using estimates of future
taxable income streams and the impact of tax planning strategies. Valuations
related to tax accruals and assets can be impacted bymake textual changes to tax codes,
changes in statutory tax ratesPart II, Item 9A, Controls and
the Company's future taxable income levels.
19
NEW PRONOUNCEMENTS
- ------------------
In December 2004, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 123R, "Share-Based Payment" (FAS 123R), a revision of FASB
Statement No. 123, "Accounting for Stock-Based Compensation", which addresses
financial accounting and reporting for costs associated with stock-based
compensation. FAS 123R addresses all forms of share-based payment ("SBP")
awards, including shares issued under employee stock purchase plans, stock
options, restricted stock and stock appreciation rights. FAS 123R requires
Microwave Filter Company, Inc. to adopt the new accounting provisions
beginning in our fourth quarter of 2005. Under the Modified Prospective
Method, we do not anticipate recording any compensation expense at time of
adoption since all options granted were fully vested.
The American Jobs Creation Act of 2004, signed into law in October 2004,
provides for a variety of changes in the tax law including incentives to
repatriate undistributed earnings of foreign subsidiaries, phased elimination
of the Foreign Sales Corporation/Extraterritorial Income benefit and a
domestic manufacturing benefit. We are currently evaluating the potential
impact of this legislation and assessing the domestic manufacturing benefit.
However, given the preliminary stage of our evaluation, it is not possible at
this time to determine what impact this legislation will have on our
consolidated tax accruals or our effective tax rate, if any.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
- --------------------------------------------------------------------------------
In an effort to provide investors a balanced view of the Company's current
condition and future growth opportunities, this Annual Report on Form 10-K
includes comments by the Company's management about future performance. These
statements which are not historical information are "forward-looking
statements" pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These, and other forward-looking statements,
are subject to business and economic risks and uncertainties that could cause
actual results to differ materially from those discussed. 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; general economic and industry
conditions; slower than anticipated penetration into the satellite
communications, mobile radio and commercial and defense electronics markets;
competitive products and pricing pressures; increased pricing pressure from
our customers; risks relating to governmental regulatory actions in broadcast,
communications and defense programs; as well as other risks and uncertainties,
including but not limited to those detailed from time to time in the Company's
Securities and Exchange Commission filings. These forward-looking statements
are made only as of the date hereof, and the Company undertakes no obligation
to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise. You are encouraged to review
Microwave Filter Company's 2004 Annual Report and Form 10-K for the fiscal
year ended September 30, 2004 and other Securities and Exchange Commission
filings. Forward looking statements may be made directly in this document or
"incorporated by reference" from other documents. You can find many of these
statements by looking for words like "believes," "expects," "anticipates,"
"estimates," or similar expressions.
20
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company has limited exposure to market risk as the Company has no long
term debt as of September 30, 2004. The Company's available line of credit is
based on a factor of the prime rate; however, there are no outstanding
borrowings under the line of credit. The Company does not trade in derivative
financial instruments. Investments generally consist of commercial paper,
government backed obligations and other guaranteed commercial debt that have
an original maturity of more than three months and a remaining maturity of
less than one year. Investments are carried at cost which approximates market.
The Company's policy is to hold investments until maturity. The Company's
practice is to invest cash with financial institutions that have acceptable
credit ratings.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Financial Statements and Financial Statement Schedule called for by this
item are submitted as a separate section of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEMProcedures.
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As1. Evaluation of September 30, 2004, the Company carried out andisclosure controls and procedures. Based on their
evaluation under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls and procedures as(as
defined in Exchange Act RulesRule 13a-15(e) and 15d-15(e). In
designing and evaluating under the Securities
Exchange Act of 1934) as of the end of the period covered by this
Annual Report on Form 10-K, the Company's disclosure controlschief executive officer
and procedures,
management recognized that disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the disclosure controls and procedures are
met. The design of any disclosure controls and procedures also is based in
part on certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions.
Based upon their evaluation, the Chief Executive Officer and Chief Financial
Officerchief financial officer have concluded that subject to the limitations noted above, the Company's
disclosure controls and procedures are effective to allow timely decisions
regarding disclosures to be included in the Company's periodic filings with
the Securities and Exchange Commission.effective.
2. Changes in Internal Controlinternal control over Financial Reporting
There wasfinancial reporting. During the
quarter ended September 30, 2004, there were no significant changechanges in the
Company's internal control over financial reporting during the Company's fourth fiscal quarter(as defined
in Rule 13a-15(f)) that hashave materially affected, or isare reasonably
likely to materially affect, the Company's internal control over
financial reporting.
ITEM 9B. OTHER INFORMATION
None.
212
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The names of, and certain information with respect to, the directors of MFC
is set forth below:
Common Shares
Actually or Percent
Beneficially of
Director Principal occupation Owned 12/1/04 Class
TRUDI B. ARTINI Mrs. Artini is an independent 32,435 1.1%
(a)(b)(d) investor in MFC and various other
Age 82 business enterprises in Syracuse,
Director since 1974 New York.
DAVID B. ROBINSON MD Dr. Robinson is Emeritus Professor 58,571 2.0%
(a)(b)(d) of Psychiatry at Upstate Medical
Age 80 University, State University of New
Director since 1977 York at Syracuse. He was a faculty
member from 1958 until his retirement
in 1985 and served as Acting Chairman
of the Dept. of Psychiatry for six
of those years. He was elected to
serve as a Skaneateles Town Councilman
from 1990 to 1998. In 1980, he was a
founding member of the Skaneateles
Festival of Chamber Music.
ROBERT R. ANDREWS Mr. Andrews is the President and 1,214 *
(a)(c) Principal shareholder of Morse
Age 63 Manufacturing Co., Inc., East
Director since 1992 Syracuse, N.Y. which produces
specialized material handling
equipment and has served in that
capacity since prior to 1985. He
received a B.A degree from
Arkansas University and has
served as Vice President and a
director of the Manufacturers'
Association of Central New York,
President of the Citizens
Foundation, a Trustee of Dewitt
Community Church, director of the
Salvation Army and Chairman of
the Business and Industry
Council of Onondaga Community
College. Mr. Andrews was elected
Chairman of the Board of Directors
of Microwave Filter Company, Inc. on
November 17, 2004.
22
Common Shares
Actually or Percent
Beneficially of
Director Principal occupation Owned 12/1/04 Class
CARL F. FAHRENKRUG PE Mr. Fahrenkrug was appointed 122,598 4.2%
(a) President and Chief Executive
Age 62 Officer of MFC on October 7,
Director since 1984 1992. He has also served as
President and Chief Executive
Officer of NSI since prior to
1986. He served as Vice
President of Engineering at
Microwave Systems, Inc.,
Syracuse, N.Y. from 1972-1976.
Mr. Fahrenkrug has a B.S. and
M.S. in Engineering and an MBA
from Syracuse University.
MILO PETERSON Mr. Peterson has served as 70,000 2.4%
(a) Executive Vice President and
Age 64 Corporate Secretary of NSI since
Director since 1990 January 1, 1992. Mr. Peterson
graduated from programs at Yale
University and Syracuse
University. He served as Vice
President of Manufacturing of
Microwave Systems, Inc.,
Syracuse, N.Y. from 1970-1976.
He was elected Vice President
And Corporate Secretary of MFC
On March 27, 1993.
FRANK S. MARKOVICH Mr. Markovich is a consultant in 4,340 *
(c)(d) the manufacturing operations
Age 59 and training field. Prior to that
Director since 1992 he was the Director of the
Manufacturing Extension
Partnership at UNIPEG Binghamton.
He held various high level
positions in operations, quality
and product management in a 20
year career with BF Goodrich
Aerospace, Simmonds Precision
Engine Systems of Norwich, New
York. He completed US Navy
Electronics and Communications
Schools and received an MBA from
Syracuse University.
23
Common Shares
Actually or Percent
Beneficially of
Director Principal occupation Owned 12/1/04 Class
SIDNEY CHONG Mr. Chong is a corporate 335 *
(a)(b)(c) accountant for Carrols Corp. in
Age 63 Syracuse. Prior to joining Carrols
Director since 1995 Corp., he was a Senior Accountant
with Price Waterhouse and Co. in
New York City. Mr. Chong has a
Bachelor of Science degree in
accounting from California State
University.
Daniel Galbally Mr. Galbally is an accountant 0
(b)(c)(d) for Nucor Steel Auburn, Inc.
Age 57 in Auburn, New York. Prior to
Director since 1995 joining Nucor Steel Auburn, he
was the controller of Diamond Card
Exchange, Inc. in Syracuse, New
York. He was the controller of
Evaporated Metal Films (EMF) in
Ithaca, N.Y. Before joining EMF,
he worked as controller and acting
vice president of finance at
Philips Display Components Co.
He has a bachelor's degree in
accounting and an MBA from
Syracuse University.
Richard L. Jones Mr. Jones was appointed a Director 0
Age 56 of Microwave Filter Company, Inc. on
Director since 2004 September 7, 2004. Mr. Jones has
served as a Vice President and the
Chief Financial Officer of Microwave
Filter Company, Inc. since October 7,
1992. He has a Bachelor of Science
degree in accounting from Syracuse
University.
(a)Member of Executive Committee
(b)Member of Compensation Committee
(c)Member of Finance and Audit Committee
(d)Member of Nominating Committee
* Denotes less than one percent of class.
24
The Directors listed above and executive officers as a group own 289,493
shares or approximately 10% of the outstanding common shares of the Company.
The Board of Directors of Microwave Filter Company, Inc. has determined that
Mr. Chong and Mr. Galbally, both members of the Audit Committee, are "audit
committee financial experts" as defined by the SEC's regulations.
IDENTIFICATION OF EXECUTIVE OFFICERS
Name Age Position
Carl F. Fahrenkrug 62 President and Chief Executive Officer
Richard L. Jones 56 Vice President and Chief Financial
Officer
Milo J. Peterson 64 Vice President and Corporate Secretary
Paul W. Mears 45 Vice President of Engineering
All of the officers serve at the pleasure of the Board of Directors.
Carl F. Fahrenkrug was elected President and Chief Executive Officer of MFC on
October 7, 1992. Prior to that date, he had been Executive Vice President and
Chief Operating Officer of MFC. Prior to January 1, 1992, he was President
and CEO of NSI and Vice President of Corporate Development for MFC.
Richard L. Jones joined MFC in August 1983 as controller. In February 1985, he
was appointed Vice President and Treasurer of MFC. On October 7, 1992, he was
appointed Vice President and Chief Financial Officer.
Milo J. Peterson was elected Vice President and Corporate Secretary of MFC on
March 27, 1993. Mr. Peterson has served as Executive Vice President and
Corporate Secretary of NSI. He served as Vice President of Manufacturing of
Microwave Systems, Inc., Syracuse, NY, from 1970 - 1976.
Paul W. Mears began his association with MFC as a Co-op while attending RIT in
1981. He became a full time employee in 1984 when he began his duties as an
Electrical Engineer in Research and Development. In 1988 he became a Senior
Design and Quotation Engineer and in 1989, he was promoted to Assistant Chief
Engineer, Manager of Engineering of the Filter Division and in April of 1998,
Was appointed Vice President of Engineering.
The Company has adopted a Code of Ethics and Business Conduct for all of our
employees and directors, including our Chief Executive Officer and Chief
Financial Officer. A copy of our Code of Ethics and Business Conduct is
available free of charge on our Company web site at www.microwavefilter.com.
25
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth for the fiscal years ended September 30,
2004, 2003 and 2002, compensation paid by MFC to the named executive officers
in all capacities in which they served.
SUMMARY COMPENSATION TABLE
Annual Compensation
Salary Bonus
Name and principal position Year ___$___ ___$___
Carl F. Fahrenkrug 2004 117,869 -
President and CEO 2003 119,019 -
2002 127,274 -
PROFIT SHARING
- --------------
MFC has a profit sharing plan for all employees over the age of 21 with one
year of service. Annual contributions are determined by the Board of Directors
and are made from current or accumulated net income. Allocation of
contributions to plan participants are based upon annual compensation.
Participants vest on the basis of 20% after 3 years of service, 40% at 4
years, 60% at 5 years, 80% at 6 years and 100% at 7 years.
MFC also has a voluntary 401-K plan. Eligibility is the same as the Profit
Sharing Plan. Contributions to the 401-K plan are currently matched at a rate
of 100% of an employee's first 3% of contributions and 50% of an employee's
next 2% of contributions. The maximum corporate match is 4% of an employee's
compensation.
MFC's contributions to the plans for the years ended September 30, 2004,
2003 and 2002 amounted to $67,675, $80,017 and $187,488, respectively.
26
STOCK OPTIONS
- -------------
On April 9, 1998, the Board of Directors and Shareholders of Microwave Filter
Company, Inc. approved the 1998 Microwave Filter Company, Inc. Incentive Stock
Plan (the "1998 Plan"). Under the 1998 Plan, the Company may grant incentive
stock options ("ISOs"), non-qualified stock options ("NQSOs") and stock
appreciation rights to directors, officers and employees of the Company and
its affiliates. The 1998 Plan reserves 150,000 shares for issuance. The
exercise price of the ISOs and NQSOs will be 100% of the fair market value of
the Common Stock on the date the ISOs and NQSOs are granted. The 1998 Plan
will terminate on April 10, 2008. On June 21, 2004, the Board of Directors
granted ISOs totaling 115,000 shares and NQSOs totaling 35,000 shares at an
exercise price of $1.47. All options were 100% vested.
A summary of all stock option activity and information related to all options
outstanding follows:
2004
--------
ISOs NQSOs
-------- --------
Exercise Shares Exercise Shares
Price Price
-------- -------- -------- --------
Outstanding at
beginning of year - 0 - 0
Granted $1.47 115,000 $1.47 35,000
Exercised - 0 - 0
Cancelled - 0 - 0
------ -------- ------ --------
Outstanding at
end of year $1.47 115,000 $1.47 35,000
------ -------- ------ --------
Exercisable at
end of year $1.47 115,000 $1.47 35,000
------ -------- ------- --------
27
COMPENSATION OF DIRECTORS
- -------------------------
Non-officer directors currently receive fees of $300.00 per board and
committee meetings. MFC also reimburses directors for reasonable expenses
incurred in attending meetings. The Chairman of the Board receives $500.00 per
board and committee meetings. Officer members receive no compensation for
their attendance at meetings.
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth information as to the only persons known by
the Company to own beneficially more than 5% of the Common Stock of the
Company on December 1, 2004.
% of
Outstanding
Number of shares
Common
Name of Beneficial Owner Address Beneficially Owned ____Stock____
Frederick A. Dix & 209 Watson Rd. 244,007 8.4%
Marjorie Dix N. Syracuse, NY 13212
The information relating to the ownership of common stock held by the
directors and executive officers of the corporation is set forth in item 10 of
this report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information required by this Item is contained in the Company's proxy
statement filed with respect to the 2005 Annual Meeting of Shareholders and is
incorporated by reference herein.
28
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. and 2. Financial Statements and Schedule:
Reference is made to the list of Financial Statements and
the Financial Statement Schedule submitted as a separate
section of this report.
(b) Reports On Form 8-K:
The Company filed a Current Report on Form 8-K on August 31, 2004
with respect to the departure of a director.
The Company filed a Current Report on Form 8-K on September 8, 2004
with respect to the appointment of a director.
(C) Exhibits:
Reference is made to the List of Exhibits submitted as a separate
section of this report.
29
SIGNATURESSIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Microwave Filter Company, Inc.the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereuntohereunto duly authorized.
MICROWAVE FILTER COMPANY, INC.
|S| Carl F. Fahrenkrug
- --------------------------
By: Carl F. Fahrenkrug
(President and Chief Executive Officer)
|S| Richard Jones
- ---------------------
By: Richard Jones
(Vice President and Chief Financial Officer)
Dated: December 17, 2004
Pursuant to the requirements Of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
|S| Robert R. Andrews |S| Carl F. Fahrenkrug
- ------------------------ --------------------------
Robert R. Andrews Carl F. Fahrenkrug
(Director) (Director)
|S| Milo J. Peterson |S| Richard L. Jones
- ------------------------ -----------------------
Milo J. Peterson Richard L. Jones
(Director) (Director)
|S| Sidney Chong
- --------------------
Sidney Chong
(Director)
Dated: December 17, 2004
30
ANNUAL REPORT ON FORM 10-K
MICROWAVE FILTER COMPANY, INC.
AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
ITEM 8, ITEM 15(a)(1) and (2)
CONSOLIDATED FINANCIAL STATEMENTS: Page
Report of Independent Registered Public Accounting Firm..........32
Consolidated Balance Sheets as of September 30, 2004 and 2003....33
Consolidated Statements of Operations for the Years
Ended September 30, 2004, 2003 and 2002 .......................34
Consolidated Statements of Stockholders' Equity for the Years
Ended September 30, 2004, 2003 and 2002 .......................35
Consolidated Statements of Cash Flows for the Years
Ended September 30, 2004, 2003 and 2002 .......................36
Notes to Consolidated Financial Statements.......................37-46
SCHEDULE FOR THE YEARS ENDED SEPTEMBER 30, 2004, 2003 AND 2002:
II-Valuation and Qualifying Accounts.............................48
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable and therefore have been omitted.
31
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
of
Microwave Filter Company, Inc.
In our opinion, the consolidated financial statements listed in the
accompanying index appearing under Item 15(a) (1) present fairly, in all
material respects, the financial position of Microwave Filter Company, Inc.
and its subsidiaries at September 30, 2004 and 2003, and the results of their
operations and their cash flows for each of the three years in the period
ended September 30, 2004 in conformity with accounting principles generally
accepted in the United States of America. In addition, in our opinion, the
financial statement schedules listed in the accompanying index appearing under
Item 15(a) (2) present fairly, in all material respects, the information set
forth therein when read in conjunction with the related consolidated financial
statements. These financial statements and financial statement schedules are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and financial statement
schedules based on our audits. We conducted our audits of these statements in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Syracuse, New York
December 10, 2004
32
Microwave Filter Company and Subsidiaries
Consolidated Balance Sheets
September 30
Assets 2004 2003
- ------ ---- ----
Current assets:
Cash and cash equivalents $ 817,338 $ 646,886
Investments 851,157 875,671
Accounts receivable-trade, net of allowance for
doubtful accounts of $25,000 and $65,000 453,844 318,351
Federal and state income tax recoverable 0 39,485
Inventories 638,170 707,590
Deferred tax asset - current 0 235,492
Prepaid expenses and other current assets 67,622 92,666
--------- ---------
Total current assets 2,828,131 2,916,141
Property, plant and equipment, net 798,474 974,519
Deferred tax asset - noncurrent 0 10,885
---------- ----------
Total Assets $3,626,605 $3,901,545
========== ==========
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Accounts payable $ 180,032 $ 171,837
Customer deposits 66,682 144,390
Accrued federal and state income taxes 425 0
Accrued payroll and related expenses 82,324 120,605
Accrued compensated absences 252,351 255,301
Other current liabilities 33,162 20,936
--------- ---------
Total current liabilities 614,976 713,069
--------- ---------
Total liabilities 614,976 713,069
--------- ---------
Commitments (Note 6)
Stockholders' equity:
Common stock, $.10 par value. Authorized 5,000,000 shares
Issued 4,317,688 in 2004 and 2003 431,769 431,769
Additional paid-in capital 3,239,867 3,239,867
Retained earnings 846,237 1,022,554
Common stock in treasury, at cost, 1,413,260
shares in 2004 and 1,412,907 shares in 2003 (1,506,244) (1,505,714)
--------- ---------
Total stockholders' equity 3,011,629 3,188,476
--------- ---------
Total Liabilities and Stockholders' Equity $3,626,605 $3,901,545
========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
33
Microwave Filter Company and Subsidiaries
Consolidated Statements of Operations
For the Years Ended September 30
2004 2003 2002
---- ---- ----
Net sales $4,876,219 $5,059,520 $7,251,732
Cost of goods sold 3,196,777 3,569,354 4,422,380
--------- --------- ---------
Gross profit 1,679,442 1,490,166 2,829,352
Selling, general
and administrative expenses 1,743,621 1,962,530 2,272,362
--------- --------- ---------
(Loss) income from operations (64,179) (472,364) 556,990
Non-operating Income
Interest income 14,734 24,634 37,513
Miscellaneous 19,017 1,402 6,864
--------- --------- ---------
(Loss) income before
income taxes (30,428) (446,328) 601,367
Provision (benefit) for
income taxes 145,889 (163,928) 167,080
--------- --------- ---------
NET (LOSS) INCOME ($176,317) ($282,400) $434,287
========= ========= =========
Per share data:
Basic (Loss) Earnings Per
Common Share ($.06) ($0.10) $0.15
========= ========= =========
Diluted (Loss) Earnings per
Common Share ($.06) ($0.10) $0.15
========= ========= =========
Shares used in computing net
(loss) earnings per common share:
Basic 2,904,669 2,904,781 2,904,781
Diluted 2,946,482 2,904,781 2,904,781
The accompanying notes are an integral part of the consolidated financial
statements.
34
Microwave Filter Company and Subsidiaries
Consolidated Statements of Stockholders' Equity
For the Years Ended September 30, 2004, 2003 and 2002
-----------------------------------------------------
Additional Total
Common Stock Paid-in Retained Treasury Stock Stockholders'
Shares Amt Capital Earnings Shares Amt Equity
------ --- ------- -------- ------ --- ------
Balance,
September 30, 2001 4,317,688 $431,769 $3,239,867 $1,364,479 1,412,907 ($1,505,714) $3,530,401
Net income 434,287 434,287
Cash dividend paid
($.07 per share) (203,334) (203,334)
--------- -------- ---------- -------- ------- ---------- ----------
Balance,
September 30, 2002 4,317,688 431,769 3,239,867 1,595,432 1,412,907 (1,505,714) 3,761,354
Net (loss) (282,400) (282,400)
Cash dividend paid
($.10 per share) (290,478) (290,478)
---------- --------- ---------- ---------- ------- ---------- ----------
Balance
September 30, 2003 4,317,688 431,769 3,239,867 1,022,554 1,412,907 (1,505,714) 3,188,476
Net (loss) (176,317) (176,317)
Purchase of treasury stock 343 (530) (530)
Donated capital 10
---------- --------- ---------- ---------- ------- ---------- ----------
Balance
September 30, 2004 4,317,688 $431,769 $3,239,867 $846,237 1,413,260 ($1,506,244) $3,011,629
========== ======== ========== ========== ========= =========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
35
Microwave Filter Company and Subsidiaries
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
------------------------------------------------
For the Years Ended September 30
--------------------------------
2004 2003 2002
---- ---- ----
Cash flows from operating activities:
Net (loss) income ($176,317) ($282,400) $434,287
Adjustments to reconcile net (loss) income to
net cash (used in) provided by operating
activities:
Depreciation 222,799 269,155 280,072
Provision for doubtful accounts (40,137) 15,675 18,469
Inventory obsolescence provision (15,225) 56,813 50,000
Deferred income taxes 246,377 (96,597) (4,090)
Changes in assets and liabilities:
Accounts receivable-trade (95,356) 44,610 202,982
Federal and state income taxes 39,910 (273,331) 173,224
Inventories 84,645 198,764 (129,188)
Other assets 25,044 27,913 (33,630)
Accounts payable and customer deposits (69,513) (2,925) 104,167
Accrued payroll, compensated absences and
related expenses (16,695) (23,849) 1,011
Other current liabilities (12,310) (100,843) 75,618
--------- -------- -------
Net cash provided by (used in)
operating activities 193,222 (167,015) 1,172,922
--------- -------- ---------
Cash flows from investing activities:
Investments 24,514 502,094 (477,406)
Capital expenditures (46,754) (46,911) (216,128)
-------- -------- --------
Net cash (used in) provided by
investing activities (22,240) 455,183 (693,534)
-------- -------- --------
Cash flows from financing activities:
Purchase of treasury stock (530) 0 0
Cash dividend paid 0 (290,478) (203,334)
-------- -------- --------
Net cash used in financing activities (530) (290,478) (203,334)
-------- -------- --------
Net increase (decrease)
in cash and cash equivalents 170,452 (2,310) 276,054
Cash and cash equivalents at beginning of year 646,886 649,196 373,142
-------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR $817,338 $646,886 $649,196
======== ======== ========
Supplemental disclosures of cash flows:
Cash paid (refunded) during the year
for (approximately):
Interest $0 $0 $0
Income taxes ($116,000) $206,000 $0
The accompanying notes are an integral part of the consolidated financial
statements.
36
Microwave Filter Company and Subsidiaries
Notes to Consolidated Financial Statements
------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Nature of Business
Microwave Filter Company, Inc. operates primarily in the United States and
principally in two industries. The Company extends credit to business
customers, including original equipment manufacturers (OEMs), distributors and
other end users, based upon ongoing credit evaluations. Microwave Filter
Company, Inc. designs, develops, manufactures and sells electronic filters,
both for radio and microwave frequencies, to help process signal distribution
and to prevent unwanted signals from disrupting transmit or receive
operations. Markets served include cable television, television and radio
broadcast, satellite broadcast, mobile radio, commercial and defense
electronics. Niagara Scientific, Inc. custom designs case packing machines to
automatically pack products into shipping cases. Customers are processors of
food and other commodity products with a need to reduce labor cost with a
modest investment and quick payback.
b. Basis of Consolidation
The consolidated financial statements include the accounts of Microwave
Filter Company, Inc. (MFC) and its wholly-owned subsidiaries, Niagara
Scientific, Inc. (NSI) and Microwave Filter International, LTD. (MFI); located
in Syracuse, New York. All significant intercompany balances and transactions
have been eliminated in consolidation.
c. Revenue Recognition
The Company recognizes revenue at the time products are shipped to customers
and title and risk of loss have passed to the customer. The Company is not
required to install any of its products. Payments received from customers in
advance of products shipped are recorded as customer advance payments until
earned.
d. Cash Equivalents
The Company considers all highly liquid investments purchased with an
original maturity of 90 days or less to be cash equivalents. The carrying
value at September 30, 2004 and September 30, 2003 approximates fair value.
Substantially all cash balances were invested at one financial institution at
September 30, 2004 and 2003.
e. Investments
Investments generally consist of commercial paper, government backed
obligations and other guaranteed commercial debt that have an original
maturity of more than three months and a remaining maturity of less than one
year. Investments are carried at cost which approximates market. The Company's
policy is to hold investments until maturity. The Company's practice is to
invest cash with financial institutions that have acceptable credit ratings.
37
f. Inventories
Inventories are stated at the lower of cost determined on the first-in,
first-out method or market.
g. Research and Development
Costs in connection with research and development, which amount to $312,189,
$349,203 and $376,857 for the fiscal years 2004, 2003 and 2002, respectively,
are charged to operations as incurred.
h. Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation is provided
using the straight-line method over the estimated useful lives of the
respective assets. Buildings and building improvements are depreciated over an
estimated service life of 20 to 30 years. Machinery and equipment are
depreciated over an estimated useful life of 3 to 10 years. Office equipment
and fixtures are depreciated over an estimated useful life of 3 to 10 years.
At the time of sale or retirement, the cost and accumulated depreciation are
removed from the respective accounts and the resulting gain or loss is
recognized in income.
i. Income Taxes
The Company accounts for income taxes under Statement of Financial
Accounting Standards (SFAS) No. 109. Deferred tax assets and liabilities are
based on the difference between the financial statement and tax basis of
assets and liabilities as measured by the enacted tax rates which are
anticipated to be in effect when these differences reverse. The deferred tax
provision is the result of the net change in the deferred tax assets and
liabilities. A valuation allowance is established when it is necessary to
reduce deferred tax assets to amounts expected to be realized. As a result of
the Company's losses, the Company recorded a non-cash charge to establish a
valuation allowance of $288,293 against net deferred tax assets for the fiscal
year ended September 30, 2004. The charge was calculated in accordance with
the provisions of Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes (SFAS 109), which requires an assessment of both
positive and negative evidence when measuring the need for a valuation
allowance. Evidence, such as operating results during the most recent three-
year period, is given more weight when due to our current lack of visibility,
there is a greater degree of uncertainty that the level of future
profitability needed to record the deferred tax assets will be achieved. Our
results over the most recent three-year period have been negatively affected
by the downturn in the telecommunications marketplace, the sluggish economy
and reduced capital spending. The Company's losses in the most recent three-
year period represent sufficient negative evidence to require a valuation
allowance under the provisions of SFAS 109. The Company will maintain a
valuation allowance until sufficient positive evidence exists to support its
reduction or reversal.
38
j. Earnings Per Share
The Company presents basic earnings per share ("EPS"), computed based on the
weighted average number of common shares outstanding for the period, and when
applicable diluted EPS, which gives the effect to all dilutive potential
shares outstanding (i.e. options) during the period after restatement for any
stock dividends. Income used in the EPS calculation is net income for each
year.
k. Fair Value of Financial Instruments
The carrying values of the Company cash and cash equivalents, accounts
receivable and accounts payable approximate fair value because of the short
maturity of those instruments.
The Company currently does not trade in or utilize derivative financial
instruments.
l. Miscellaneous Non-operating Income
Miscellaneous non-operating income generally consists of sales of scrap
material, stock transfer fees, the forfeiture of non-refundable deposits and
other incidental items.
m. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements. Estimates also affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
n. Warranty Costs
The Company established a warranty reserve which provides for the estimated
cost of product returns based upon historical experience and any known
conditions or circumstances. Our warranty obligation is affected by product
that does not meet specifications and performance requirements and any related
costs of addressing such matters. Warranty costs were approximately $6,000,
$10,000 and $8,000 for the fiscal years 2004, 2003 and 2002, respectively.
o. Reclassifications
Certain amounts in 2003 have been reclassified to conform with the 2004
presentation.
p. Stock-Based Compensation
The Company measures compensation expense for its stock-option based
employee compensation plans using the intrinsic value method. The following
table sets forth the pro forma effect of these plans as if the fair value-
based method had been used to measure compensation expense.
Year ended
September 30
2004 2003
-------- --------
(thousands of dollars, except
per share data)
Net earnings (loss), as
reported ($176) ($282)
Fair value based stock
compensation cost, net
of tax (156) 0
----- -----
Pro forma earnings (loss) ($332) ($282)
===== =====
Earnings (loss) per share:
Basic ($0.06) ($0.10)
Diluted ($0.06) ($0.10)
Pro forma earnings (loss) per share:
Pro forma basic ($0.11) ($0.10)
Pro forma diluted ($0.11) ($0.10)
Shares used in computing net (loss)
earnings per common share
Basic 2,905 2,905
Diluted 2,946 2,905
The fair value of options at the date of grant was estimated using the
Black-Scholes model with the following assumptions:
Expected option life 5 years
Risk-free interest rate 4.24%
Expected dividend yield 0.00%
Expected volatility 101.00%
39
2. INVENTORIES
Inventories net of provision for obsolescence
consisted of the following: September 30
2004 2003
---- ----
Raw materials and stock parts $428,424 $426,698
Work-in-process 125,811 201,807
Finished goods 83,935 79,085
-------- ---------
$638,170 $707,590
======== ==========
The Company's reserve for obsolescence equaled $386,749 at September 30,
2004 and $401,974 at September 30, 2003.
3. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
September 30
2004 2003
---- ----
Land $143,000 $143,000
Building and improvements 1,818,633 1,818,633
Machinery and equipment 3,068,237 3,068,256
Office equipment and fixtures 1,564,871 1,534,024
--------- ---------
6,594,741 6,563,913
Less: Accumulated depreciation 5,796,267 5,589,394
--------- ---------
$798,474 $974,519
========== ==========
4. CREDIT FACILITIES
The Company has unused aggregate lines of credit totaling $750,000
collateralized by inventory, equipment and accounts receivable.
40
5. PROFIT SHARING AND 401-K PLANS
The Company maintains both a non-contributory profit sharing plan and a
contributory 401-K plan for all employees over the age of 21 with one year of
service. Annual contributions to the profit sharing plan are determined by
the Board of Directors and are made from current or accumulated earnings,
while contributions to the 401-K plan are currently matched at a rate of 100%
of an employee's first 3% of contributions and 50% of an employee's next 2% of
contributions. The maximum corporate match is 4% of an employee's
compensation.
The Company's matching contributions to the 401-K plan for the years ended
September 30, 2004, 2003 and 2002 were $67,675, $80,017 and $87,488,
respectively. Additionally, the Company may make discretionary contributions
to the non-contributory profit sharing plan. These contributions were $0, $0
and $100,000 in 2004, 2003 and 2002, respectively.
6. OBLIGATIONS UNDER OPERATING LEASES
The Company leases equipment under operating lease agreements expiring at
various dates through September 30, 2009. Rental expense under these leases
for the years ended September 30, 2004, 2003 and 2002 amounted to $11,074,
$13,711 and $14,888, respectively.
Minimum rental commitments at September 30, 2004 for these leases are:
Year Ended Lease
September 30 Payments
------------ --------(Registrant)
Date: March 8, 2005 $10,754
2006 10,754
2007 10,754
2008 9,194
2009 2,256
-------
$43,712
=======
41
7. INCOME TAXES
The provision for income taxes consisted of the following:
Year Ended September 30
2004 2003 2002
Currently payable:
Federal ($100,913) ($70,831) $162,170
State 425 3,500 9,000
Deferred (credit) 246,377 (96,597) (4,090)
------- ------- -------
$145,889 ($163,928) $167,080
======== ======== ========
A reconciliation of the statutory federal income tax rate and the Company's
effective income tax rate is as follows:
Year ended September 30
______2004______ ______2003______ ______2002______
Amount % Amount % Amount %
Statutory tax rate ($10,346) (34.0%)($151,752) 34.0% $204,465 34.0%
Surtax exemption
State income tax net of:
Federal benefit 0 .0% 2,310 0.5% 5,940 1.0%
Foreign sales benefit 0 .0% 0 .0% (3,973) (0.7%)
Research and experimentation
tax credits 0 .0% 0 .0% (31,158) (5.2%)
Valuation allowance 246,377 809.7% 0 .0% 0 .0%
Revision of estimated
taxes payable (92,907) (305.3%) 0 .0% 0 .0%
Other 2,765 9.1% (14,486) (3.2%) (8,194) (1.3%)
-------- ------ ------- ------ ------- ------
$145,889 479.5% ($163,928) (36.7%) $167,080 27.8%
======== ===== ======== ===== ======== =====
The temporary differences which give rise to deferred tax assets and
(liabilities) at September 30 are as follows:
2004 2003
---- ----
Inventory $138,235 $142,912
Accrued warranty 4,250 0
Accrued vacation 69,564 70,480
Accounts receivable 8,453 22,100
------- -------
Net deferred tax assets - current $220,502 $235,492
-------- --------
Accelerated depreciation ($66,350) ($88,871)
Research and experimentation
tax credit carry forward 94,400 60,357
AMT credit carry forward 39,399 39,399
State net operating loss
carry forward 342 0
------ --------
Net deferred tax assets
(liabilities) - noncurrent $67,791 $10,885
------- -------
Valuation allowance $288,293 0
-------- --------
Net deferred tax assets $0 $246,377
======== ========
As required by Statement of Financial Accounting Standards No. 109, the
Company has evaluated the positive and negative evidence bearing upon the
realization of its deferred tax assets. The Company has determined that, at
this time, it is more likely than not that the Company will not realize the
benefits of federal and state deferred tax assets, and, as a result, a full
valuation allowance has been established at September 30, 2004. The research
and experimentation tax credit carry forwards expire in 2023. At September 30,
2004, the Company's federal AMT credit can be carried forward indefinitely.
42
8. INDUSTRY SEGMENT DATA
The Company's primary business segments involve (1) operations of Microwave
Filter Company, Inc. (MFC) which manufactures electronic filters used for
preventing interference or signal processing in cable television, satellite,
broadcast, aerospace and government markets; and (2) operations of Niagara
Scientific, Inc. (NSI) which manufactures industrial automation equipment.
Information by industry segment is as follows: (thousands of dollars)
2004 2003 2002
Net Sales (Unaffiliated):
MFC $4,645 $4,356 $6,700
NSI 231 704 552
Total $4,876 $5,060 $7,252
Operating Profit (Loss): (a)
MFC $32 ($268) $787
NSI (96) (204) (230)
Total ($64) ($472) $557
Identifiable Assets: (b)
MFC $2,671 $3,033 $3,907
NSI 139 222 310
Subtotal 2,810 3,255 4,217
Corporate Assets-Cash and
Cash Equivalents 817 647 649
Total $3,627 $3,902 $4,866
Depreciation Expense:
MFC $219 $264 $275
NSI 4 5 5
Total $223 $269 $280
Capital Expenditures:
MFC $ 47 $ 47 $216
NSI 0 0 0
Total $ 47 $ 47 $216
Significant Export Sales:
MFC $309 $366 $339
(a) Operating profit (loss) is total revenue less operating expenses. In
computing operating profit, none of the following items have been added or
deducted: interest income, interest expense, income taxes and miscellaneous
income. Expenses incurred on behalf of both Companies are allocated based upon
estimates of their relationship to each entity.
(b) Identifiable assets by industry are those assets that are used in the
Company's operations in each industry.
43
9. STOCK OPTIONS
On April 9, 1998, the Board of Directors and Shareholders of Microwave Filter
Company, Inc. approved the 1998 Microwave Filter Company, Inc. Incentive Stock
Plan (the "1998 Plan"). Under the 1998 Plan, the Company may grant incentive
stock options ("ISOs"), non-qualified stock options ("NQSOs") and stock
appreciation rights to directors, officers and employees of the Company and
its affiliates. The 1998 Plan reserves 150,000 shares for issuance. The
exercise price of the ISOs and NQSOs will be 100% of the fair market value of
the Common Stock on the date the ISOs and NQSOs are granted. The 1998 Plan
will terminate on April 10, 2008. On June 21, 2004, the Board of Directors
granted ISOs totaling 115,000 shares and NQSOs totaling 35,000 shares at an
exercise price of $1.47. All options granted were 100% vested.
A summary of all stock option activity and information related to all options
outstanding follows:
2004
--------
ISOs NQSOs
-------- --------
Exercise Shares Exercise Shares
Price Price
-------- -------- -------- --------
Outstanding at
beginning of year - 0 - 0
Granted $1.47 115,000 $1.47 35,000
Exercised - 0 - 0
Cancelled - 0 - 0
------ -------- ------ --------
Outstanding at
end of year $1.47 115,000 $1.47 35,000
------ -------- ------ --------
Exercisable at
end of year $1.47 115,000 $1.47 35,000
------ -------- ------- --------
44
10. Stock Based Compensation
The Company measures compensation expense for its stock-option based
employee compensation plans using the intrinsic value method. The following
table sets forth the pro forma effect of these plans as if the fair value-
based method had been used to measure compensation expense.
Year ended
September 30
2004 2003
-------- --------
(thousands of dollars, except
per share data)
Net earnings (loss), as
reported ($176) ($282)
Fair value based stock
compensation cost, net
of tax (156) 0
----- -----
Pro forma earnings (loss) ($332) ($282)
===== =====
Earnings (loss) per share:
Basic ($0.06) ($0.10)
Diluted ($0.06) ($0.10)
Pro forma earnings (loss) per share:
Pro forma basic ($0.11) ($0.10)
Pro forma diluted ($0.11) ($0.10)
Shares used in computing net (loss)
earnings per common share
Basic 2,905 2,905
Diluted 2,946 2,905
The fair value of options at the date of grant was estimated using the
Black-Scholes model with the following assumptions:
Expected option life 5 years
Risk-free interest rate 4.24%
Expected dividend yield 0.00%
Expected volatility 101.00%
11. LEGAL MATTERS
There are currently no material pending legal proceedings against the
Company or its subsidiaries.
45
12. SELECTED QUARTERLY FINANCIAL DATA (Unaudited)
The following table sets forth certain unaudited quarterly financial
information For the years ended September 30, 2004 and 2003:
2004 Quarter Ended
-----------------------------------------------------
Dec. 31 March 31 June 30 Sept. 30
------------ ------------ ------------ -----------
Net sales $1,233,280 $1,022,496 $1,373,974 $1,246,469
Cost of sales $ 888,705 $ 721,538 $ 874,505 $ 712,029
Net (loss) income $ (44,550) $ (247,618) $ 50,381 $ 65,470
(Loss) earnings
per common share: $ (.02) $ (.09) $ .02 $ .02
2003 Quarter Ended
-----------------------------------------------------
Dec. 31 March 31 June 30 Sept. 30
------------ ------------ ------------ -----------
Net sales $1,489,157 $1,013,892 $1,322,546 $1,233,925
Cost of sales $1,039,471 $ 762,205 $1,011,981 $ 755,697
Net income (loss) $ (86,168) $ (179,076) $ (76,552) $ 59,396
Earnings (loss)
per common share: $ (.03) $ (.06) $ (.03) $ .02
46
EXHIBIT INDEX
Page
Exhibit No. Description Number
3.1 MFC Certificate of Corporation, as amended. *
3.2 MFC Amended and Restated Bylaws. *
10.1 Bond Purchase Agreement dated as of February 22,1984 *
among MFC, Onondaga County Industrial Development Agency
("OCIDA") and Key Bank of Central New York ("Bondholder").
10.2 Lease Agreement dated as of February 22, 1984 between MFC and OCIDA. *
10.3 Mortgage and Security Agreement dated as of February 22, 1984 from *
MFC and OCIDA to the Bondholder.
10.4 Guaranty Agreement dated as of February 22, 1984 from MFC to OCIDA *
and the Bondholder.
31.1 Section 13a-14(a)/15d-14(a) Certification ofBy: /s/ Carl F. Fahrenkrug
31.2 Section 13a-14(a)/15d-14(a) Certification of------------------------------------
Carl F. Fahrenkrug
Chief Executive Officer
Date: March 8, 2005 By: /s/ Richard L. Jones
32.1 Section 1350 Certification of Carl F. Fahrenkrug
32.2 Section 1350 Certification of------------------------------------
Richard L. Jones
* Previously filed
47
Microwave Filter Company and Subsidiaries
Schedule II - VALUATION AND QUALIFYING ACCOUNTS
SEPTEMBER 30, 2004, 2003 and 2002
Col. A Col. B Col. C Col. D Col. E
Additions
Balance at Charged to Charged to Balance
Beginning Costs and Other at End
Description of Period Expenses Accounts Deductions of Period
- ----------- --------- ----------------------- ---------- ----------
Year ended September 30, 2004
Allowance for doubtful accounts $65,000 $40,137 $24,863
Inventory valuation reserves 401,974 15,225 386,749
-------- ------- ------ ------- --------
$466,974 $0 $0 $55,362 $411,612
======== ======= ====== ======= ========
Year ended September 30, 2003
Allowance for doubtful accounts $49,325 $15,675 $65,000
Inventory valuation reserves 345,161 56,813 401,974
-------- ------- ------ ------- --------
$394,486 $72,488 $0 $0 $466,974
======== ======= ====== ======= ========
Year ended September 30, 2002
Allowance for doubtful accounts $41,155 $18,469 $10,299 $49,325
Inventory valuation reserves 297,634 50,000 2,473 345,161
-------- ------- ------ ------- --------
$338,789 $68,469 $0 $12,772 $394,486
======== ======= ====== ======= ========
48
Chief Financial Officer