The Company had approximately 570556 holders of record of its common stock at September 30, 2014.

2015.

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'sCompany’s financial condition, operating results and current and anticipated cash needs.

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“Financial Statements and Supplemental Data."

”

Five Year Summary of Financial Data

ITEM 7. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Microwave Filter Company, Inc. (MFC) operates primarily in the United States and principally in one industry. 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 and commercial and defense electronics. NSI'sNSI’s sales consist of spare parts orders.

RESULTS OF OPERATIONS

The following table sets forth the Company'sCompany’s net sales by major product group for each of the fiscal years in the two year period ended September 30, 2014.2015.

Fiscal 20142015 compared to fiscal 2013

2014

Consolidated net sales for the fiscal year ended September 30, 20142015 equaled $3,627,445, an increase$3,541,053, a decrease of $754,954$86,392 or 26.3%2.4%, when compared to consolidated net sales of $2,872,491$3,627,445 during the fiscal year ended September 30, 2013.2014. The increasedecrease in sales can primarily be attributed to the increasedecrease in sales to the US Government. Sales to the US Government equaled $64,375 during fiscal 2015, a decrease of $217,216 or 77.1%, when compared to sales of $281,591 to the Company’s RF/Microwave product sales.US Government during the fiscal year ended September 30, 2014. The Company also saw a decrease in export sales during fiscal 2015. Export sales decreased $187,059 or 29.9% to $438,089 during the fiscal year ended September 30, 2015 when compared to export sales of $625,148 during the fiscal year ended September 30, 2014. Management attributes a portion of this decrease to the strong dollar.

  MFC'sMFC’s RF/Microwave product sales increased $847,797decreased $65,328 or 87.0%3.6% to $1,756,953 during the fiscal year ended September 30, 2015 when compared to sales of $1,822,281 during the fiscal year ended September 30, 2014 when compared to sales of $974,484 during the fiscal year ended September 30, 2013.  MFC's2014. MFC’s RF/Microwave products are sold primarily to Original Equipment Manufacturers (OEM) that serve the mobile radio, commercial communications and defense electronics markets. Sales to the US Government decreased $217,216 to $64,375 during the fiscal year ended September 30, 2015 when compared to sales of $281,591 during the fiscal year ended September 30, 2014. Sales to the US Government consist primarily of spare parts which the Government purchases on an as needed basis. Sales to one OEM customer did increase $266,736 to $1,162,022 during the fiscal year ended September 30, 2015 representing approximately 33% of total sales when compared to sales of $895,286 for the fiscal year ended September 30, 2014 representing approximately 25% of total sales for the fiscal year. 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. Sales

MFC’s Satellite product sales decreased $55,166 or 4.8% to one OEM customer represented approximately 25% of total sales for the fiscal year ended September 30, 2014 compared to approximately 14% of total sales for the fiscal year ended September 30, 2013. Sales to the US Government increased $195,142 to $281,591$1,084,255 during the fiscal year ended September 30, 20142015 when compared to sales of $86,449 during the fiscal year ended September 30, 2013. Sales to the US Government consisted primarily of spare parts which the Government purchases on an as needed basis.    

  MFC's Satellite product sales increased $69,434 or 6.5% to $1,139,421 during the fiscal year ended September 30, 2014 when compared to sales of $1,069,987 during the fiscal year ended September 30, 2013.2014. The increasedecrease can be attributed to an increasea decrease in demand for filters which suppress strong out-of-band interference caused by military and civilian radar systems and other sources. Management attributes a portion of this decrease to the strong dollar since a number of these products are shipped overseas. Although economic conditions do impact sales, management expects demand for these types of filters to continue with the proliferation of earth stations world wide and increased sources of interference.

MFC'sMFC’s Cable TV product sales decreased $72,810$48,421 or 12.3%9.3% to $472,104 during the fiscal year ended September 30, 2015 when compared to Cable TV product sales of $520,525 during the fiscal year ended September 30, 2014 when compared to Cable TV product sales of $593,335 during the fiscal year ended September 30, 2013.2014. Management continues to project a decrease in demand for Cable TV products due to the shift from analog to digital television. Due to the inherent nature of digital modulation versus analog modulation, fewer filters will be required. The Company has developed filters for digital television and there will still be requirements for analog filters for limited applications in commercial and private cable systems.

 
  MFC's

MFC’s Broadcast TV product sales decreased $87,440increased $79,076 or 38.5%56.5% to $218,978 for the fiscal year ended September 30, 2015 when compared to sales of $139,902 for the fiscal year ended September 30, 2014 when compared to sales of $227,342 for the fiscal year ended September 30, 2013.2014. These products are primarily sold to system integrators for rural communities.

The increase in sales can primarily be attributed to the development of wireless diplexers which were sold to a new customer.

At September 30, 2014,2015, the Company'sCompany’s total backlog of orders, which represents firm orders from customers, equaled $579,632$431,287 compared to $160,344$579,632 at September 30, 2013.2014. The total Company backlog at September 30, 20142015 is scheduled to ship during fiscal 2015.2016. 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 $558,630decreased $178,213 or 59.6%11.9% to $1,317,116 during the fiscal year ended September 30, 2015 when compared to gross profit of $1,495,329 during the fiscal year ended September 30, 2014 when compared to gross profit of $936,699 during the fiscal year ended September 30, 2013.2014. As a percentage of sales, gross profit equaled 37.2% during the fiscal year ended September 30, 2015 compared to 41.2% during the fiscal year ended September 30, 2014 compared to 32.6% during the fiscal year ended September 30, 2013.The increase2014. The decrease in gross profit can primarily be attributed to the higherlower sales volume this year when compared to the same period last year providing a largerlower base to absorb expenses.   
 
expenses and higher direct material costs as a percentage of sales primarily due to product sales mix.

Selling, general and administrative (SG&A) expenses decreased $76,624increased $67,229 or 5.0%4.6% to $1,516,727 during the fiscal year ended September 30, 2015 when compared to SG&A expenses of $1,449,498 during the fiscal year ended September 30, 2014 when compared to SG&A expenses of $1,526,122 during the fiscal year ended September 30, 2013.2014. The dollar decreaseincrease can be primarily be attributed to planned decreases in catalog printinghigher payroll and direct mailpayroll related expenses lower legal expenses,as a result of the reinstatement of vacation benefits which had been suspended during fiscal 2013 and a decrease in bad debt expense last year due to a reduction in the allowance for doubtful accounts and lower depreciation expense offset by increases in payroll and payroll related expenses.accounts. The Company has been participating in the New York State Shared Work Program which allows employers to reduce the hours of all or a particular group of employees. The employees whose hours are reduced can receive partial unemployment insurance benefits to supplement their lost wages or elect to use accrued vacation. As a percentage of sales, SG&A expenses decreasedincreased to 42.8% during fiscal 2015 compared to 40.0% during fiscal 2014 compared to 53.1% during fiscal 2013 primarily due to both the higher expenses and lower sales volume this year when compared to the same period last year.

   The Company recorded

Other income from operations(expense) was an expense of $45,831$5,139 for the fiscal year ended September 30, 20142015 compared to a loss from operations of $589,423 during the fiscal year ended September 30, 2013. The improvement can primarily be attributed to the higher sales volume this year when compared to the same period last year.

  Other income (expense) was an expense of $10,861 for the fiscal year ended September 30, 2014 compared to income of $8652014. Interest expense equaled $19,622 for the fiscal year ended September 30, 2013 primarily due2015 compared to interest expense of $21,524 for the same period last year. Miscellaneous non-operating income consists primarily of sales of scrap material and the forfeiture of non-refundable deposits.

The Company recorded a benefit for income taxes of $2,068 for the fiscal year ended September 30, 20142015 compared to interest expense of $5,590 for the same period last year.

  The Company recorded a benefit for income taxes of $3,597 for the fiscal year ended September 30, 2014 compared to a benefit for income taxes of $37,085 for the fiscal year ended September 30, 2013.2014. The benefit for the currentboth fiscal yearyears can be attributed to a prior year’s federal refund.  The benefit for the fiscal year ended September 30, 2013 can be attributed to a New York State qualified research expenses tax credit. Any provision for income tax expense was fully offset by a reversal of a portion of the Company'sCompany’s valuation allowance. Any benefit for losses has been subject to a valuation allowance since the realization of the deferred tax benefit is not considered more likely than not. As required by FASB ASC 740 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 all of the benefits of federal and state deferred tax assets, and, as a result, a valuation allowance was established.

LIQUIDITY AND CAPITAL RESOURCES

MFC defines liquidity as the ability to generate adequate funds to meet its operating and capital needs. The Company'sCompany’s primary source of liquidity has been funds provided by operations.

Cash and cash equivalents increased $141,608decreased $184,900 to $896,667 at September 30, 2015 when compared to $1,081,567 at September 30, 2014 when compared to $939,959 at September 30, 2013.2014. The increase was a result of $209,207$70,580 in net cash provided byused in operating activities, $25,999$70,531 in net cash used for capital expenditures, $40,697$42,593 in net cash used for repayment of a note payable and $903$1,196 in net cash used to purchase treasury stock.

The $70,580 in net increase of $176,310cash used in accounts receivable at September 30, 2014, when compared to September 30, 2013,operating activities can primarily be attributableattributed to the higher shipments duringnet loss of $202,682 for the monthfiscal year ended September 30, 2014 when compared to the month ended September 30, 2013. Sales for the month ended September 30, 2014 equaled $465,797 compared to sales2015 net of $277,172 for the month ended September 30, 2013.depreciation expense of $110,150 and favorable changes in operating assets and liabilities.

   The net decrease of $92,661 in inventories at September 30, 2014, when compared to September 30, 2013, can be attributable to the timing of purchases and our customers’ scheduled delivery dates.

  The increase of $54,631 in accrued compensated absences at September 30, 2014, when compared to September 30, 2013, can be attributed to additional vacation days awarded to employees.

On July 2, 2013, Microwave Filter Company, Inc. (the “Company”) entered into a Ten Year Term Loan with KeyBank National Association in the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00). The amount of all advances outstanding together with accrued interest thereon shall be due and payable on July 2, 2023 (“Maturity”). The Company shall pay interest on the outstanding principal balance of this Note at the rate per annum equal to 4.5%. The net proceeds from the Term Loan will be available to provide working capital as needed. The total amount outstanding as of September 30, 2015 and 2014 was $410,178 and 2013 was $452,771, and $493,468, respectively.

The Company has secured this Note by: (a) a Mortgage, Assignment of Rents, Security Agreement and Fixture Filing which creates a 1^stlien on real property situated in the Town of Dewitt, County of Onondaga, and State of New York and known as 6743 Kinne Street, East Syracuse, New York; (b) a General Assignment of Rents and Leases; (c) an Environmental Compliance and Indemnification; and (d) such other security as may now or hereafter be given to Lender as collateral for the loan.

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.

Off-Balance Sheet Arrangements

At September 30, 20142015 and 2013,2014, 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

Critical Accounting Policies

The Company'sCompany’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'sCompany’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'sCompany’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 by changes to tax codes, changes in statutory tax rates and the Company'sCompany’s future taxable income levels. The Company has provided a full valuation allowance against its deferred tax assets.

NEW ACCOUNTING PRONOUNCEMENTS

   
  In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in fiscal year 2018.

In August 2014,July 2015, the FASB issued ASU No. 2014-15, Presentation2015-11, “Inventory (Topic 330): Simplifying the Measurement of Financial Statements-Going Concern (Subtopic 205-40), DisclosureInventory.” ASU 2015-11 requires inventory measured using any method other than last-in, first out or the retail inventory method to be subsequently measured at the lower of Uncertainties about an Entity’s Abilitycost and net realizable value, rather than at the lower of cost or market. Net realizable value is defined as the estimated selling price, less the estimated costs to Continue as a Going Concern. This standard sets forth management’s responsibility to evaluate, each reporting period, whether there is substantial doubt about our ability to continue as a going concern,complete, dispose, and if so, to provide related footnote disclosures. The standard istransport such inventory. ASU No. 2015-11 will be effective for annual reporting periods ending after December 15, 2016fiscal years and interim periods within annual periods beginning after December 15, 2016. WeASU No. 2015-11 is required to be applied prospectively and early adoption is permitted. The Company’s adoption of ASU No. 2015-11 is not expected to have a material impact on the Company’s financial position or results of operations.

In January 2015, the FASB issued ASU No. 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” ASU 2015-01 eliminates the concept of an extraordinary item from U.S. generally accepted accounting principles (“GAAP”). As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are currently evaluating this new standardunusual in nature and occur infrequently. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption we will incorporate this guidance in our assessmentis permitted. The Company’s adoption of going concern.ASU No. 2015-01 is not expected to have a material impact on the Company’s financial position or results of operations.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

In an effort to provide investors a balanced view of the Company'sCompany’s current condition and future growth opportunities, this Annual Report on Form 10-K may include comments by the Company'sCompany’s management about future performance. These statements which are not historical information are "forward-looking statements"“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'sCompany’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 2014Company’s 2015 Annual Report and Form 10-K for the fiscal year ended September 30, 20142015 and other Securities and Exchange Commission filings. Forward looking statements may be made directly in this document or "incorporated“incorporated by reference"reference” from other documents. You can find many of these statements by looking for words like "believes," "expects," "anticipates," "estimates,"“believes,” “expects,” “anticipates,” “estimates,” or similar expressions.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company”, we are not required to provide information required by this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Financial Statements 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.

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Management’s responsibility includes establishing and maintaining adequate internal control over financial reporting. The Company'sCompany’s management, with the participation of the Company'sCompany’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company'sCompany’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company'sCompany’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company'sCompany’s disclosure controls and procedures were effective as of the end of the period covered by this report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in the Company'sCompany’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company'sCompany’s internal control over financial reporting.

 The COSO communication has recently adopted a revision of the Internal Control – Integrated Framework which will become effective in December, 2014. The Company expects to be in full compliance for the quarter ended December 31, 2014.

MANAGEMENT'SMANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company'sCompany’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the exchange act.

Under the supervision and with the participation of the Company'sCompany’s management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of its internal control over financial reporting based onusing the criteria establishedset forth in the framework in "InternalInternal Control-Integrated Framework"Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992.2013. Based on this evaluation, the Company'sCompany’s management concluded and certifies that its internal control over financial reporting was effective as of September 30, 2014.

2015.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management'smanagement’s report in this annual report.

ITEM 9B. OTHER INFORMATION

None.

  None.PART III

PART III

ITEMThe information called for by “Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

  The namesDirectors, Executive Officers, and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and certain information with respectManagement and Related Stockholder Matters”, “Item 13. Certain Relationships and Related Transactions, and Director Independence” and “Item 14. Principal Accountant Fees and Services”, is hereby incorporated by reference to the directors of MFC
is set forth below: