UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 OR 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended DecemberMarch 31, 20012002
Commission file number 0-10976
MICROWAVE FILTER COMPANY, INC.
(Exact name of registrant as specified in its charter.)
New York 16-0928443
(State of Incorporation) (I.R.S. Employer Identification Number)
6743 Kinne Street, East Syracuse, N.Y. 13057
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (315) 438-4700
Indicate by check mark whether 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 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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date:
Common Stock, $.10 Par Value - 2,904,781 shares as of DecemberMarch 31, 2001.2002.
PART I. - FINANCIAL INFORMATION
MICROWAVE FILTER COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
December 31, 2001 SEPTEMBER 30, 2001
(Unaudited)
Assets
Current Assets:
Cash and cash equivalents $ 1,441 $ 373
Investments 390 900
Accounts receivable-trade, net 926 600
Inventories 1,054 884
Deferred tax asset - current 165 165
Prepaid expenses and other
current assets 122 87
-------- --------
Total current assets 4,098 3,009
Property, plant and equipment, net 1,224 1,261
-------- --------
Total assets $ 5,322 $ 4,270
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 359 $ 192
Customer deposits 231 23
Accrued federal and state
income taxes 256 61
Accrued payroll and related
expenses 159 109
Accrued compensated absences 285 265
Other current liabilities 107 71
-------- --------
Total current liabilities 1,397 721
Deferred tax liability -
noncurrent 19 19
-------- --------
Total liabilities 1,416 740
-------- --------
Stockholders' Equity:
Common stock,$.10 par value 432 432
Additional paid-in capital 3,240 3,240
Retained earnings 1,740 1,364
-------- --------
5,412 5,036
Common stock in treasury,
at cost (1,506) (1,506)
-------- --------
Total stockholders' equity 3,906 3,530
-------- --------
Total liabilities and
stockholders' equity $ 5,322(Amounts in thousands)
MARCH 31, 2002 SEPTEMBER 30, 2001
(Unaudited)
Assets
Current Assets:
Cash and cash equivalents $ 581 $ 373
Investments 1,430 900
Accounts receivable-trade, net 802 600
Inventories 1,009 884
Deferred tax asset - current 165 165
Prepaid expenses and other
current assets 143 87
-------- --------
Total current assets 4,130 3,009
Property, plant and equipment, net 1,166 1,261
-------- --------
Total assets $ 5,296 $ 4,270
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 331 $ 192
Customer deposits 180 23
Accrued federal and state
income taxes 340 61
Accrued payroll and related
expenses 155 109
Accrued compensated absences 302 265
Other current liabilities 108 71
-------- --------
Total current liabilities 1,416 721
Deferred tax liability -
noncurrent 19 19
-------- --------
Total liabilities 1,435 740
-------- --------
Stockholders' Equity:
Common stock,$.10 par value 432 432
Additional paid-in capital 3,240 3,240
Retained earnings 1,695 1,364
-------- --------
5,367 5,036
Common stock in treasury,
at cost (1,506) (1,506)
-------- --------
Total stockholders' equity 3,861 3,530
-------- --------
Total liabilities and
stockholders' equity $ 5,296 $ 4,270
======== ========
See Accompanying Notes to Condensed Consolidated Financial Statements
MICROWAVE FILTER COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS
ENDED DECEMBERMARCH 31, 2002 AND 2001
AND 2000
(Unaudited)
(Amounts in thousands, except per share data)
Three months ended
December 31
2001 2000
Net sales $2,390 $1,929
Cost of goods sold 1,220 1,251
------- -------
Gross profit 1,170 678
Selling, general and
administrative expenses 610 583
------- -------
Income from operations 560 95
Other income (net),
principally interest 13 25
------- -------
Income before income taxes 573 120
Provision for income taxes 198 41
------- -------
NET INCOME $375 $79(Amounts in thousands, except per share data)
Three months ended Six months ended
March 31 March 31
2002 2001 2002 2001
Net sales $2,111 $1,679 $4,501 $3,609
Cost of goods sold 1,317 1,116 2,537 2,367
------- ------- ------- -------
Gross profit 794 563 1,964 1,242
Selling, general and
administrative expenses 562 573 1,172 1,156
------- ------- ------- -------
(Loss) income from
operations 232 (10) 792 86
Other income (net),
principally interest 11 22 24 46
------- ------- ------- -------
Income before income
taxes 243 12 816 132
Provision for income
taxes 84 4 282 46
------- ------- ------- -------
NET INCOME $159 $8 $534 $86
======= ======= ======= =======
Basic earnings per
share $0.05 $0.00 $0.18 $0.03
======= ======= ======= =======
Basic earnings per share $0.13 $0.03
======= =======
Weighted average number of
common shares outstanding 2,905 3,064
======= =======
See Accompanying Notes to Condensed Consolidated Financial Statements
MICROWAVE FILTER COMPANY, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS AND SIX MONTHS ENDED
DECEMBERMARCH 31, 2002 AND 2001
AND 2000
(Unaudited)
(Amounts in thousands)
Three months ended
December(Amounts in thousands)
Three months ended Six months ended
March 31 March 31
2002 2001 2002 2001 2000
Cash flows from operating
activities:
Net income $ 375 $ 79
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation and amortization 65 71
Change in assets and liabilities:
(Increase) decrease in:
Accounts receivable (326) 129
Inventories (170) (3)
Prepaid expenses & other
assets (35) (53)
Increase (decrease) in:
Accounts payable & accrued
expenses 677 (85)
------- -------
Net cash provided by
operating activities 586 138
------- -------
Cash flows from investing activities:
Investments 510 (18)
Capital expenditures (28) (93)
------- -------
Net cash provided by
investing activities 482 (111)
Cash flows from financing activities:
Purchase of treasury stock 0 (327)
------- -------
Net cash (used in)
financing activities 0 (327)
Increase (decrease) in cash
and cash equivalents 1,068 (300)
Cash and cash equivalents
at beginning of period 373 625
------- -------
Cash and cash equivalents
at end of period $1,441 $ 159 $ 8 $ 534 $ 86
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation and amortization 66 76 131 147
Change in assets and liabilities:
(Increase) decrease in:
Accounts receivable 124 40 (201) 169
Inventories 45 (309) (125) (312)
Prepaid expenses & other
assets (21) (8) (57) (60)
Increase (decrease) in:
Accounts payable & accrued
expenses 18 (37) 695 (120)
------- ------- -------- -------
Net cash provided by (used
in) operating activities 391 (230) 977 (90)
------- ------- -------- -------
Cash flows from investing
activities:
Investments (1,040) 943 (530) 925
Capital expenditures (8) (99) (36) (193)
------- ------- -------- -------
Net cash provided by (used
in) investing activities (1,048) 844 (566) 732
Cash flows from financing
activities:
Purchase of treasury stock 0 (54) 0 (382)
Cash dividend paid (203) 0 (203) 0
------- ------- ------- -------
Net cash used in
financing activities (203) (54) (203) (382)
(Decrease) increase in cash
and cash equivalents (860) 560 208 260
Cash and cash equivalents
at beginning of period 1,441 325 373 625
------- ------- ------- -------
Cash and cash equivalents
at end of period $ 581 $ 885 $ 581 $ 885
======= =======
======= =======
See Accompanying Notes to Condensed Consolidated Financial Statements
MICROWAVE FILTER COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBERMARCH 31, 20012002
Note 1. Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. The Operating results for the threesix
month period ended DecemberMarch 31, 20012002 are not necessarily indicative of the
results that may be expected for the year ended September 30, 2002. For
further information, refer to the consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10K for the year ended
September 30, 2001.
Note 2. Industry Segment Data
The Company's primary business segments involve (1) operations of Microwave
Filter Company, Inc. (MFC) which manufactures 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 segment is as follows:
Three months ended Six months ended
(thousands of dollars) DecemberMarch 31 March 31,
2002 2001 20002002 2001
Net Sales (Unaffiliated):
MFC $2,369 $1,653$1,722 $1,546 $4,091 $3,200
NSI 21 276389 133 410 409
------ ------ ------ ------
Total $2,390 $1,929$2,111 $1,679 $4,501 $3,609
====== ====== ====== ======
Operating profit (loss): (a)
MFC $614 $147$229 $27 $843 $175
NSI (54) (52)3 (37) (51) (89)
------ ------ ------ ------
Total $560 $95$232 ($10) $792 $86
====== ====== ======= =======
Identifiable assets: (b)
MFC $3,944 $4,096$4,162 $3,231 $4,162 $3,231
NSI 436 389553 611 553 611
------ ------ ------ ------
Subtotal 4,380 4,4854,715 3,842 4,715 3,842
Corporate Assets - Cash
And Cash Equivalents 942 325581 885 581 885
------ ------ ------ ------
Total $5,322 $4,810$5,296 $4,727 $5,296 $4,727
====== ====== ====== ======
(a) Operating profit (loss) is total revenue less cost of goods sold and
operating expenses. In computing operating profit, none of the following items
have been added or deducted: 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
Companies operations in each industry.
Note 3. Inventories
Inventories net of provision for obsolescence consisted of the following:
(thousands of dollars) DecemberMarch 31, 20012002 September 30, 2001
Raw materials and stock parts $659$630 $702
Work-in-process 324314 106
Finished goods 7165 76
------ ----
$1,054$1,009 $884
====== ====
The Company's provision for obsolescence equaled $297,634 at DecemberMarch 31,
20012002 and September 30, 2001.
Note 4. Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB") approved
Statements of Financial Accounting Standards No. 141 "Business Combinations"
("SFAS 141") and No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142")
which are effective July 1, 2001 and October 1, 2002, respectively, for the
Corporation. SFAS 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001. This has no
material impact on the financial statements of the Company. Under SFAS 142,
amortization of goodwill, including goodwill recorded in past business
combinations, will discontinue upon adoption of this standard. All goodwill
and intangible assets will be tested for impairment in accordance with the
provisions of the Statement. The Company believes SFAS 142 will not have a
material impact on its financial statements.
In October 2001, FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS 144 provides guidance on the accounting
for long-lived assets to be held and used and for assets to be disposed of
through sale or other means. SFAS 144 is effective for fiscal years beginning
after December 15, 2001. The Company does not expect the adoption of SFAS 144
to have a material impact on its financial statements.
MICROWAVE FILTER COMPANY, INC.
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 based upon ongoing credit evaluations. Microwave Filter Company,
Inc. (MFC) 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. (NSI), a wholly owned subsidiary, custom designs case packing
machines to automatically pack products into shipping cases. Customers are
typically processors of food and other commodity products with a need to
reduce labor cost with a modest investment and quick payback.
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBERMARCH 31, 20012002 vs. THREE MONTHS ENDED DECEMBERMARCH 31, 2000.2001.
Net sales for the three months ended DecemberMarch 31, 20012002 equaled $2,390,460,$2,110,951, an
increase of $460,842$431,497 or 23.9%25.7% when compared to net sales of $1,929,618$1,679,454 for the
three months ended DecemberMarch 31, 2000.2001.
MFC sales for the three months ended DecemberMarch 31, 20012002 equaled $2,369,728,$1,721,592, an
increase of $716,245$174,972 or 43.3%11.3% when compared to sales of $1,653,483$1,546,620 for the
three months ended DecemberMarch 31, 2000.2001. The increase in MFC sales can primarily be
attributed to an increase in the sales of the company's standard
cable/satellite TV products, which management attributes to anthe increase in
demand for the company's filters which suppress strong out-of-band
interference caused by military and civilian radar systems. This increase in
demand can primarily be attributed to the increased security measures being
taken as a result of the September 11th terrorist attacks. The Company is
uncertain how long this demand will continue and what levels it will reach.
Investment has been made to increase manufacturing capacity in these product
areas. There can be no assurance that the Company's sales levels or growth
will remain at, reach or exceed historical levels in any future period.
Due to current economic conditions, MFC has experienced declines in sales in
some product markets. For the three months ended March 31, 2002, MFC's
RF/Microwave product sales were down $54,369$122,963 or 19.9%30.2% to $218,927$284,669 when
compared to sales of $273,296$407,632 for the three months ended DecemberMarch 31, 2000.2001. For
the three months ended March 31, 2002, MFC's Broadcast TV/Wireless product
sales were down $100,640$128,642 or 40%57.5% to $151,049$94,923 when compared to $251,689sales of
$223,565 for the three months ended DecemberMarch 31, 2000.2001.
MFC's sales order backlog was also downequaled $399,768 at March 31, 2002, an increase
of $105,688 when compared to sales order backlog of $294,080 at December 31, 2001 when compared to September 30,
2001. 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.
MFC's sales order backlog equaled $294,080 at
December 31, 2001 compared to $465,881 at September 30, 2001. Approximately 85%90% of MFC's sales order backlog at DecemberMarch 31, 20012002 is scheduled
to ship by 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-
termlong-term growth.
NSI sales for the three months ended DecemberMarch 31, 20012002 equaled $20,732, a
decrease$389,359, an
increase of $255,403$256,525 or 92.5%193% when compared to sales of $276,135$132,834 for the three
months ended DecemberMarch 31, 2000.2001. Sales of NSI related equipment, on a quarter to
quarter basis, can be impacted by the timing of the shipment of the custom
designed equipment and the customer's scheduled delivery dates. At March 31,
2002, NSI's backlog equaled $245,600 compared to $589,552 at December 31,
2001, NSI's backlog increased $589,0492001. NSI continues to $589,552 when compared to $503
at September 30, 2001.feel the effects of the sluggish economy and reduced
capital spending. NSI's total backlog of orders is scheduled to ship by
September 30, 2002.
Net income for the three months ended DecemberMarch 31, 20012002 equaled $375,492,$158,781, an
increase of $296,917 or 378%$150,690 when compared to net income of $78,575$8,091 for the three
months ended DecemberMarch 31, 2000.2001. The increase in net income can primarily be
attributed to the increase in sales.sales and improved profit margins.
Gross profit for the three months ended DecemberMarch 31, 20012002 equaled $1,170,091,$793,606, an
increase of $491,673$230,358 or 72.5%40.9% when compared to gross profit of $678,418$563,248 for
the three months ended DecemberMarch 31, 2000.2001. As a percentage of sales, gross profit
equaled 48.9%37.6% for the three months ended DecemberMarch 31, 20012002 compared to 35.2%33.5% for
the three months ended DecemberMarch 31, 2000.2001. The dollar increase in gross profit can
be attributed to both the improvement in gross profit as a percentage of sales
and the increased sales volume. The improvement in gross profit as a
percentage of sales, when compared to the same period last year, can primarily
be attributed to product sales mix, operational efficiencies and significant economies of
scale due to the higher production volume.
Selling, general and administrative (SGA) expenses for the three months
ended DecemberMarch 31, 20012002 equaled $609,673, an increase$561,989, a decrease of $26,422$10,686 or 4.5%1.9% when
compared to SG&A expenses of $583,251$572,675 for the three months ended DecemberMarch 31,
2000.2001. SGA expenses decreased to 25.5%26.6% of sales for the three months ended
DecemberMarch 31, 20012002 when compared to 30.2%34.1% of sales for the three months ended
DecemberMarch 31, 2000,2001, primarily due to the increase in sales this year when compared
to the same period last year. Due to the uncertain economic climate, the
Company is emphasizing cost controls and cost cutting measures to minimize
operating expenses.
On an industry segment basis, MFC's income from operations for the three
months ended March 31, 2002 equaled $228,973, an increase of $201,070 or 87.8%
when compared to income from operations of $27,903 for the three months ended
March 31, 2001. The increase in MFC's income from operations can primarily be
attributed to the higher sales volume and the improved profit margins. NSI's
income from operations equaled $2,644 for the three months ended March 31,
2002 compared to a loss from operations of $37,330 for the three months ended
March 31, 2001. NSI's improvement can primarily be attributed to the increase
in sales.
SIX MONTHS ENDED MARCH 31, 2002 vs. SIX MONTHS ENDED MARCH 31, 2001.
Net sales for the six months ended March 31, 2002 equaled $4,501,411, an
increase of $892,339 or 24.7% when compared to net sales of $3,609,072 for
the six months ended March 31, 2001.
MFC sales for the six months ended March 31, 2002 equaled $4,091,320, an
increase of $891,217 or 27.8% when compared to sales of $3,200,103 for the six
months ended March 31, 2001. The increase in MFC sales is primarily due to the
increase in the sales of the company's standard cable/satellite TV products,
which management attributes to the increase in demand for the company's
filters which suppress strong out-of-band interference caused by military and
civilian radar systems.
NSI sales for the six months ended March 31, 2002 equaled $410,091, an
increase of $1,122 when compared to sales of $408,969 for the six months ended
March 31, 2001. Sales of NSI related equipment, on a quarter to quarter basis,
can be impacted by the timing of the shipment of the custom designed equipment
and the customer's scheduled delivery dates.
Net income for the six months ended March 31, 2002 equaled $534,273, an
increase of $447,607 or 516% when compared to net income of $86,666 for the
six months ended March 31, 2001. The increase in net income is primarily due
to the higher sales and improved profit margins when compared to the same
period last year.
Gross profit for the six months ended March 31, 2002 equaled $1,963,697 or
43.6% of sales, an increase of $722,031 or 58.2%, when compared to gross
profit of $1,241,666 or 34.4% of sales for the six months ended March 31,
2001. The improvements can primarily be attributed to the higher sales volume,
product sales mix, operational efficiencies and economies of scale.
SG&A expenses for the six months ended March 31, 2002 equaled $1,171,662, an
increase of $15,736 or 1.4% when compared to SG&A expenses of $1,155,926 for
the six months ended March 31, 2001. Due to the uncertain economic climate,
the Company is emphasizing cost controls and cost cutting measures to minimize
operating expenses.
LIQUIDITY and CAPITAL RESOURCES
Cash and cash equivalents increased $1,067,638$207,914 to $1,440,780$581,056 at DecemberMarch 31, 20012002
when compared to $373,142 at September 30, 2001. The increase was a result of
$585,565$977,053 in net cash provided by operating activities, and $482,073$565,805 in net cash
provided byused in investing activities and $203,334 in net cash used in financing
activities.
The increase of $325,852$201,450 in accounts receivable at DecemberMarch 31, 20012002, when
compared to September 30, 2001, is attributable to increased shipments during
the quarter ended DecemberMarch 31, 20012002 when compared to the quarter ended September
30, 2001.
The increase of $169,849$124,925 in inventories at DecemberMarch 31, 20012002, when compared to
September 30, 2001, can primarily be attributable to the increase in the sales
order backlog at DecemberMarch 31, 2002 when compared to September 30, 2001.
The increase in accounts payable of $166,545$138,444 at DecemberMarch 31, 20012002, when
compared to September 30, 2001, can primarily be attributed to the increase in
purchases as a result of the increase in the sales order backlog.backlog at March 31,
2002 when compared to September 30, 2001.
The increase of $207,913$156,761 in customer deposits at DecemberMarch 31, 20012002, when
compared to September 30, 2001, can primarily be attributable to the increase
in the Company's sales order backlog.
The increase in accrued federal and state income taxes payable of $195,399$279,031
at DecemberMarch 31, 20012002, when compared to September 30, 2001, can primarily be
attributed to the increase in pre-tax income.
Cash provided byused in investing activities during the threesix months ended DecemberMarch 31, 20012002
consisted of funds provided by the sale ofused to purchase investments ($510,008)529,771) and funds used for
capital expenditures ($27,935)36,034).
Cash used in financing activities during the six months ended March 31, 2002
consisted of funds used to pay a cash dividend ($203,334) on March 13, 2002.
At DecemberMarch 31, 2001,2002, the Company had unused aggregate lines of credit totaling
$600,000. Of these lines, $100,000 is for the purchase of equipment and is
collateralized by equipment and $500,000 is for working capital and is
collateralized by accounts receivable, inventories and equipment.
Management believes that its working capital requirements for the forseeable
future will be met by its existing cash balances, future cash flows from
operations and its current credit arrangements.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") approved
Statements of Financial Accounting Standards No. 141 "Business Combinations"
("SFAS 141") and No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142")
which are effective July 1, 2001 and October 1, 2002, respectively, for the
Corporation. SFAS 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001. This has no
material impact on the financial statements of the Company. Under SFAS 142,
amortization of goodwill, including goodwill recorded in past business
combinations, will discontinue upon adoption of this standard. All goodwill
and intangible assets will be tested for impairment in accordance with the
provisions of the Statement. The Company believes SFAS 142 will not have a
material impact on its financial statements.
In October 2001, FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS 144 provides guidance on the accounting
for long-lived assets to be held and used and for assets to be disposed of
through sale or other means. SFAS 144 is effective for fiscal years beginning
after December 15, 2001. The Company does not expect the adoption of SFAS 144
to have a material impact on its financial statements.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995
Any statements contained in this report which are not historical facts are
forward looking statements; and, therefore, many important factors could
cause actual results to differ materially from those in the forward looking
statements. Such factors include, but are not limited to, changes
(legislative, regulatory and otherwise) in the MMDS, LPTV or Cable industry,
demand for the Company's products (both domestically and internationally),
the development of competitive products, competitive pricing, market
acceptance of new product introductions, technological changes, general
economic conditions, litigation and other factors, risks and uncertainties
which may be identified in the Company's Securities and Exchange Commission
filings.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is unaware of any material threatened or pending
litigation against the Company.
Item 2. Changes in Securities
None during this reporting period.
Item 3. Defaults Upon Senior Securities
The Company has no senior securities.
Item 4. Submission of Matters to a Vote of Security Holders
None during this reporting period.a. The Annual meeting of the Shareholders was held on April 10,
2002 at the Holiday Inn, Carrier Circle, East Syracuse, New York
13057 at 10:00 A.M. pursuant to notice to the shareholders.
The following matters were submitted to the vote of shareholders:
Proposal 1. The election of three directors to hold office until
the Annual Meeting of the Shareholders at which their term expires
or until their successors have been duly elected.
Proposal 2. The ratification of PricewaterhouseCoopers LLP as the
Company's independent auditors for the fiscal year ending
September 30, 2002.
b. The following named persons received the number of votes set opposite
their respective names for election to the Board of Directors:
DIRECTORS VOTES FOR AUTHORITY
WITHHELD
Carl F. Fahrenkrug 2,581,734 6,999
Daniel Galbally 2,584,262 4,471
Frank S. Markovich 2,584,808 3,925
c. The following proposition received the number of votes set opposite
its respective number:
VOTES FOR VOTES AGAINST ABSTENTIONS
Proposal 2 2,582,895 4,348 1,490
Item 6. Exhibits and Reports on Form 8-K
None.
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
MICROWAVE FILTER COMPANY, INC.
February 13,May 14, 2002 Carl F. Fahrenkrug
(Date) --------------------------
Carl F. Fahrenkrug
Chief Executive Officer
February 13,May 14, 2002 Richard L. Jones
(Date) --------------------------
Richard L. Jones
Chief Financial Officer