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, 20022003
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 by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
YES ( ) NO ( x )
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, 2002.2003.
PART I. - FINANCIAL INFORMATION
MICROWAVE FILTER COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
DecemberMARCH 31, 20022003 SEPTEMBER 30, 2002
(Unaudited)
Assets
Current Assets:
Cash and cash equivalents $ 270341 $ 649
Investments 1,368986 1,378
Accounts receivable-trade, net 545311 379
Federal and state income
tax recoverable 15110 0
Inventories 806938 963
Deferred tax asset - current 180 180
Prepaid expenses and other
current assets 98111 120
-------- --------
Total current assets 3,2822,977 3,669
Property, plant and equipment, net 1,1361,087 1,197
-------- --------
Total assets $ 4,4184,064 $ 4,866
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 176261 $ 180
Customer deposits 138189 140
Accrued federal and state
income taxes 0 234
Accrued payroll and related
expenses 109117 126
Accrued compensated absences 243216 249
Cash dividend payable 290 0
Other current liabilities 4745 146
-------- --------
Total current liabilities 1,003828 1,075
Deferred tax liability -
noncurrent 30 30
-------- --------
Total liabilities 1,033858 1,105
-------- --------
Stockholders' Equity:
Common stock,$.10 par value 432 432
Additional paid-in capital 3,240 3,240
Retained earnings 1,2191,040 1,595
-------- --------
4,8914,712 5,267
Common stock in treasury,
at cost (1,506) (1,506)
-------- --------
Total stockholders' equity 3,3853,206 3,761
-------- --------
Total liabilities and
stockholders' equity $ 4,4184,064 $ 4,866
======== ========
See Accompanying Notes to Consolidated Financial Statements
MICROWAVE FILTER COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS
ENDED DECEMBERMARCH 31, 20022003 AND 20012002
(Unaudited)
(Amounts in thousands, except per share data)
Three months ended DecemberSix months ended
March 31 March 31
2003 2002 20012003 2002
Net sales $1,489 $2,390$1,014 $2,111 $2,503 $4,501
Cost of goods sold 1,039 1,220762 1,317 1,802 2,537
------- ------- ------- -------
Gross profit 450 1,170252 794 701 1,964
Selling, general and
administrative expenses 589 610530 562 1,119 1,172
------- ------- ------- -------
(Loss) income from
operations (139) 560(278) 232 (418) 792
Other income (net),
principallyPrincipally interest 85 11 13 24
------- ------- ------- -------
(Loss) incomeIncome before
income taxes (131) 573(273) 243 (405) 816
(Benefit) provisionProvision for
income taxes (45) 198(94) 84 (140) 282
------- ------- ------- -------
NET (LOSS) INCOME ($86) $375179) $159 ($265) $534
======= ======= ======= =======
Basic (loss) earnings
per share ($.03) $0.130.06) $0.05 ($0.09) $0.18
======= =======
Weighted average number of
common shares outstanding 2,905 2,905 ======= =======
See Accompanying Notes to Consolidated Financial Statements
MICROWAVE FILTER COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS AND SIX MONTHS ENDED
DECEMBERMARCH 31, 20022003 AND 20012002
(Unaudited)
(Amounts in thousands)
Three months ended DecemberSix months ended
March 31 March 31
2003 2002 20012003 2002
Cash flows from operating
activities:
Net (loss) income ($ 179) $ (86)159 ($ 265) $ 375534
Adjustments to reconcile
net (loss) income to net cash
provided by operating
activities:
Depreciation and amortization 76 6575 66 151 131
Change in assets and liabilities:
(Increase) decrease in:
Accounts receivable (166) (326)234 124 68 (201)
Inventories 157 (170)(132) 45 25 (125)
Federal and state income
tax recoverable (94) 0 (110) 0
Prepaid expenses & other
assets 7 (35)(14) (21) 9 (57)
Increase (decrease) in:
Accounts payable & accrued
expenses (362) 677116 18 (247) 695
------- ------- -------- -------
Net cash provided by (used
in) provided
by operating activities (374) 5866 391 (369) 977
------- ------- -------- -------
Cash flows from investing
activities:
Investments 10 510381 (1,040) 392 (530)
Capital expenditures (15) (28)(26) (8) (41) (36)
------- ------- -------- -------
Net cash provided by (used
in) provided
by investing activities (5) 482355 (1,048) 351 (566)
Cash flows from financing
activities:
Cash dividend paid (290) (203) (290) (203)
------- ------- ------- -------
Net cash (used in)used in
financing activities 0 0
------- -------
(Decrease)increase(290) (203) (290) (203)
Increase (decrease) in cash
and cash equivalents (379) 1,06871 (860) (308) 208
Cash and cash equivalents
at beginning of period 270 1,441 649 373
------- ------- ------- -------
Cash and cash equivalents
at end of period $ 270 $1,441341 $ 581 $ 341 $ 581
======= ======= ======= =======
See Accompanying Notes to Consolidated Financial Statements
MICROWAVE FILTER COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBERMARCH 31, 20022003
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, 20022003 are not necessarily indicative of the
results that may be expected for the year ended September 30, 2003. 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, 2002.
Note 2. Industry Segment Data
The Company's primary business segments involve (1) operations of Microwave
Filter Company, Inc. (MFC) which 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; and (2) Niagara Scientific, Inc. (NSI), a wholly owned
subsidiary, which 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.
Information by segment is as follows:
Three months ended Six months ended
(thousands of dollars) DecemberMarch 31 March 31,
2003 2002 20012003 2002
Net Sales (Unaffiliated):
MFC $1,301 $2,369$ 967 $1,722 $2,268 $4,091
NSI 188 2147 389 235 410
------ ------ ------ ------
Total $1,489 $2,390$1,014 $2,111 $2,503 $4,501
====== ====== ====== ======
Operating (loss) profit :profit: (a)
MFC ($10) $614205) $229 ($216) $843
NSI (129) (54)(73) 3 (202) (51)
------ ------ ------ ------
Total ($139) $560278) $232 ($418) $792
====== ====== ======= =======
Identifiable assets: (b)
MFC $3,802 $3,944$3,188 $4,162 $3,188 $4,162
NSI 346 436535 553 535 553
------ ------ ------ ------
Subtotal 4,148 4,3803,723 4,715 3,723 4,715
Corporate Assets - Cash
And Cash Equivalents 270 942341 581 341 581
------ ------ ------ ------
Total $4,418 $5,322$4,064 $5,296 $4,064 $5,296
====== ====== ====== ======
(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, 20022003 September 30, 2002
Raw materials and stock parts $545$468 $636
Work-in-process 202419 257
Finished goods 5951 70
------ ----
----
$806$938 $963
========== ====
The Company's provision for obsolescence equaled $345,161 at DecemberMarch 31,
20022003 and September 30, 2002.
Note 4. Cash Dividend Payable
On December 18, 2002, the Board of Directors of Microwave Filter Company,
Inc. declared a ten cents per share cash dividend to shareholders of record on
January 17, 2003 to be distributed on January 31, 2003.
Note 5. Recent Accounting Pronouncements
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities," was issued June 2002 and is effective for exit or disposal
activities initiated after December 31, 2002. SFAS No. 146 addresses
financial accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity Including Certain Costs Incurred in a
Restructuring." The adoption of this standard has no impact on the financial
statements of the Company.
In November 2002, the FASB issued FASB Interpretation (FIN) 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, which clarifies disclosure and
recognition/measurement requirements related to certain guarantees. The
disclosure requirements are effective for financial statements issued after
December 15, 2002 and the recognition/measurement requirements are effective
on a prospective basis for guarantees issued or modified after December 31,
2002. We adopted the disclosure provisions of FIN 45 effective December 31,
2002, and the recognition/measurement requirements of FIN 45 did not have an
impact on our financial position or results of operations for the three months
ended March 31, 2003. See further discussion regarding indemnifications in
Footnote 5.
Note 5. Commitments and Contingencies
Legal matters:
The Company is unaware of any material threatened or pending litigation
against the Company.
Indemnifications:
The Certificate of Incorporation provides for indemnification of all
officers and directors for certain events or occurrences while the officer or
director is, or was serving, at the Company's request in such capacity. The
term of the indemnification period is for the officer's or director's
lifetime. There have been no modifications to the Certificate of Incorporation
since December 31, 2002, nevertheless, management believes the estimated fair
value of these indemnifications is minimal.
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, 20022003 vs. THREE MONTHS ENDED DECEMBERMARCH 31, 2001.2002
Net sales for the three months ended DecemberMarch 31, 20022003 equaled $1,489,157,$1,013,892, a
decrease of $901,303$1,097,059 or 37.7%52% when compared to net sales of $2,390,460$2,110,951 for the
three months ended DecemberMarch 31, 2001.2002. The decrease in sales can primarily be
attributed to a general decline in customer demand for the Company's products.
MFC sales for the three months ended DecemberMarch 31, 20022003 equaled $1,301,163,$966,522, a
decrease of $1,068,565$755,070 or 45.1%43.9% when compared to sales of $2,369,728$1,721,592 for the
three months ended DecemberMarch 31, 2001.2002. The decrease in MFC sales can primarily be
attributed to a decrease in the sales of the company's standard
cable/satellite TV products. 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 has decreasedsubsided 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 sales order backlog equaled $298,317$189,781 at DecemberMarch 31, 2002,2003, a decrease of
$101,323,$108,536, when compared to sales order backlog of $399,640$298,317 at September 30,December 31,
2002. 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.
The totalApproximately 98% of MFC's sales order backlog at DecemberMarch 31, 20022003 is scheduled
to ship by September 30, 2003.
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.
NSI sales for the three months ended DecemberMarch 31, 20022003 equaled $187,994, an
increase$47,370, a
decrease of $167,262$341,989 or 87.8% when compared to sales of $20,732$389,359 for the three
months ended DecemberMarch 31, 2001. Despite the increase in sales, NSI's sales order
levels have also been impacted negatively by the sluggish economy and reduced
capital spending.2002. Sales of NSI related equipment, on a quarter to
quarter basis, can also be impacted by the timing of the shipment of the custom
designed equipment and the customer's scheduled delivery dates. At March 31,
2003, NSI's backlog of orders equaled $549,631, an increase of $155,031 when
compared to backlog of $394,600 at December 31, 2002, NSI's2002. Despite the increase in
sales order backlog, equaled $394,600 comparedNSI continues to $305,938, at
September 30, 2002.feel the effects of the sluggish economy
and reduced capital spending. Approximately 65%75% of NSI's total backlog of
orders is scheduled to ship by September 30, 2003.
The Company recorded a net lossNet income decreased $337,856 in the second quarter of $86,168, orfiscal 2003 to a loss
of $.03 per share,$179,076 when compared to net income of $158,781 for the three months ended
DecemberMarch 31, 2002 compared to net income of $375,492,
or $.13 per share, for the three months ended December 31, 2001.2002. The decrease in net income can primarily be attributed to the
decrease in sales.
Gross profit for the three months ended DecemberMarch 31, 20022003 equaled $449,686,$251,687, a
decrease of $720,405$541,919 or 61.6%,68.3% when compared to gross profit of $1,170,091$793,606 for
the three months ended DecemberMarch 31, 2001.2002. As a percentage of sales, gross profit
equaled 30.2%24.8% for the three months ended DecemberMarch 31, 20022003 compared to 48.9%37.6% for
the three months ended DecemberMarch 31, 2001.2002. The decreasedecreases in gross profit can
primarily be attributed to the decrease in sales.lower sales volume.
Selling, general and administrative (SGA) expenses for the three months
ended DecemberMarch 31, 20022003 equaled $589,197,$529,772, a decrease of $20,476$32,217 or 3.4%,5.7% when
compared to SG&A expenses of $609,673$561,989 for the three months ended DecemberMarch 31,
2001.2002. SGA expenses increased to 39.6%52.3% of sales for the three months ended
DecemberMarch 31, 20022003 when compared to 25.5%26.6% of sales for the three months ended
DecemberMarch 31, 2001,2002 primarily due to the decrease 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. However, despite the downturn in sales, the Company does
not expect to significantly reduce its current marketing efforts or research
and development efforts.
On an industry segment basis, MFC recorded a loss from operations of $10,600
for the
three months ended DecemberMarch 31, 20022003 of $204,811 compared to income from
operations of $614,418$228,973 for the three months ended DecemberMarch 31, 2001. The
decrease2002. MFC's loss
from operations can primarily be attributed to the decrease in MFC's sales.lower sales volume. NSI
recorded a loss from operations of $128,911$73,274 for the three months ended DecemberMarch
31, 20022003 compared to a lossincome from operations of $53,931$2,644 for the three months
ended DecemberMarch 31, 2001.2002. NSI's lossesloss from operations can also be attributed to the
low sales volume.
SIX MONTHS ENDED MARCH 31, 2003 vs. SIX MONTHS ENDED MARCH 31, 2002
Net sales for the six months ended March 31, 2003 equaled $2,503,049, a
decrease of $1,998,362 or 44.4% when compared to net sales of $4,501,411 for
the six months ended March 31, 2002.
MFC sales for the six months ended March 31, 2003 equaled $2,267,685, a
decrease of $1,823,635 or 44.6% when compared to sales of $4,091,320 for the
six months ended March 31, 2002. The decrease in MFC sales can primarily be
attributed to lowa decrease in the sales volume, fixed overhead expenses andof the company's standard
cable/satellite TV products. Last year, the Company saw an increase in promotional
expenses this yeardemand
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 has subsided resulting in the lower sales and due to the
current economic climate, MFC has not seen an increase in sales in other
product areas.
NSI sales for the six months ended March 31, 2003 equaled $235,364, a
decrease of $174,727 or 42.6% when compared to sales of $410,091 for the same period last year.six
months ended March 31, 2002. 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,
2003, NSI's backlog of orders equaled $549,631, an increase of $243,693 when
compared to backlog of $305,938 at September 30, 2002. Despite the increase in
sales order backlog, NSI continues to feel the effects of the sluggish economy
and reduced capital spending. Approximately 75% of NSI's total backlog of
orders is scheduled to ship by September 30, 2003.
Net income for the six months ended March 31, 2003 decreased $799,517 to a
loss of $265,244 when compared to net income of $534,273 for the six months
ended March 31, 2002. The decrease in net income can primarily be attributed
to the lower sales volume.
Gross profit for the six months ended March 31, 2003 equaled $701,373 or
28.0% of sales, a decrease of $1,262,324 or 64.3%, when compared to gross
profit of $1,963,697 or 43.6% of sales for the six months ended March 31,
2002. The decreases in gross profit can primarily be attributed to the lower
sales volume.
SG&A expenses for the six months ended March 31, 2003 equaled $1,118,969, a
decrease of $52,693 or 4.5% when compared to SG&A expenses of $1,171,662 for
the six months ended March 31, 2002. Due to the uncertain economic climate,
the Company is emphasizing cost controls and cost cutting measures to minimize
operating expenses. However, despite the downturn in sales, the Company does
not expect to significantly reduce its current marketing efforts or research
and development efforts.
Critical Accounting Policies
The Company's consolidated financial statements are based on the application
of generally accepted accounting principles (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. BillingsCollections 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 has deferred tax assets that are reviewed for recoverability and
valued accordingly. These assets are evaluated by using estimates of future
taxable income streams. Valuations related to tax accruals and assets can be
impacted by changes to tax codes, changes in statutory tax rates and the
Company's future taxable income levels.
LIQUIDITY and CAPITAL RESOURCES
Cash and cash equivalents decreased $378,898$307,998 to $270,298$341,198 at December 31,2002March 31, 2003
when compared to $649,196 at September 30, 2002. The decrease was a result of
$374,425,$368,426 in net cash used in operating activities, $350,906 in net cash
provided by investing activities and $4,473$290,478 in net cash used in investingfinancing
activities.
The decrease in accounts receivable of $67,946 at March 31, 2003, when
compared to September 30, 2002, can primarily be attributed to the decrease in
sales during the month ended March 31, 2003 when compared to the month ended
September 30, 2002.
The increase in accounts payable of $81,424 at March 31, 2003, when compared
to September 30, 2002, can primarily be attributed to the increase in
purchases as a result of the increase in the NSI sales order backlog at March
31, 2003 when compared to September 30, 2002.
The increase of $166,511$49,020 in accounts receivablecustomer deposits at DecemberMarch 31, 2002,2003, when
compared to September 30, 2002, can primarily be attributable to the increase
in shipments during the month ended December 31, 2002 when compared to the
month ended September 30, 2002.
The decrease of $157,359 in inventories at December 31, 2002, when compared
to September 30, 2002, can primarily be attributable to the decrease in MFC's
sales orders and the scheduled delivery of NSI'sNSI sales order backlog.
The decrease in accrued federal and state income taxes payable of $233,846
at December 31, 2002, when compared to September 30, 2002, can primarily be
attributed to the decrease in pre-tax income.
The decrease in other current liabilities of $99,287$101,438 at DecemberMarch 31, 2002,2003,
when compared to September 30, 2002, can primarily be attributed to the
payment of the Company's fiscal year 2002 discretionary profit sharing contribution
during the quarter ended December 31, 2002.contribution.
Cash used in investing activities during the threesix months ended DecemberMarch 31, 20022003
consisted of funds provided by the sale of investments ($10,147)391,878) and funds
used for capital expenditures ($14,620)40,972).
Cash used in financing activities during the six months ended March 31, 2003
consisted of funds used to pay a cash dividend ($290,478) on January 31, 2003.
At DecemberMarch 31, 2002,2003, 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
- ----------------------
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities," was issued June 2002 and is effective for exit or disposal
activities initiated after December 31, 2002. SFAS No. 146 addresses
financial accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity Including Certain Costs Incurred in a
Restructuring." The adoption of this standard has no impact on the financial
statements of the Company.
In November 2002, the FASB issued FASB Interpretation (FIN) 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, which clarifies disclosure and
recognition/measurement requirements related to certain guarantees. The
disclosure requirements are effective for financial statements issued after
December 15, 2002 and the recognition/measurement requirements are effective
on a prospective basis for guarantees issued or modified after December 31,
2002. We adopted the disclosure provisions of FIN 45 effective December 31,
2002, and the recognition/measurement requirements of FIN 45 did not have an
impact on our financial position or results of operations for the three months
ended March 31, 2003.
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.
ITEMPART 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. CONTROLS AND PROCEDURESControls and Procedures
During the 90-day period prior to the filing date of this report,
management, including the Company's Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based
upon, and as of the date of that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the disclosure
controls and procedures were effective, in all material respects, to
ensure that information required to be disclosed in the reports the
Company files and submits under the Exchange Act is recorded,
processed, summarized and reported as and when required.
There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal
controls subsequent to the date the Company carried out its
evaluation. There were no significant deficiencies or material
weaknesses identified in the evaluation and, therefore, no corrective
actions were taken.
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 4.5. 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 7,
2003 at the Holiday Inn, Carrier Circle, East Syracuse, New York
13057 at 10:00 A.M. pursuant to notice to the shareholders.
The following matter was 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.
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
Trudi B. Artini 2,568,607 25,775
Milo Peterson 2,571,487 22,895
David B. Robinson 2,575,608 18,774
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
b. 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, 2003 Carl F. Fahrenkrug
(Date) --------------------------
Carl F. Fahrenkrug
Chief Executive Officer
February 13,May 14, 2003 Richard L. Jones
(Date) --------------------------
Richard L. Jones
Chief Financial Officer
CERTIFICATION
I, Carl F. Fahrenkrug, Chief Executive Officer of Microwave Filter Company,
Inc. ("Company"), certify that:
1. I have reviewed this Form 10-Q of the Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this
quarterly report;
4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the Company, including it's consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluationevaluation Date;
5. The Company's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the audit committee of
Company's board of directors ( or persons performing the equivalent
function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for the
Company's auditors any material weakness in internal controls, and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal controls;
and
6. The Company's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 13,May 14, 2003 /s/ Carl F. Fahrenkrug
Carl F. Fahrenkrug
CERTIFICATION
I, Richard L. Jones, Chief Financial Officer of Microwave Filter Company,
Inc. ("Company"), certify that:
1. I have reviewed this Form 10-Q of the Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this
quarterly report;
4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the Company, including it's consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date:
5. The Company's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit
committee of Company's board of directors ( or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for the
Company's auditors any material weakness in internal controls, and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal
controls; and
6. The Company's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 13,May 14, 2003 /s/ Richard L. Jones
Richard L. Jones
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C SECTION1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Microwave Filter Company, Inc. (the
Company) on Form 10-Q for the period ending DecemberMarch 31, 20022003 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, Carl F.
Fahrenkrug, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
OxleySarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/s/Carl F. Fahrenkrug
Carl F. Fahrenkrug
Chief Executive Officer
February 13,May 14, 2003
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C SECTION1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Microwave Filter Company, Inc. (the
Company) on Form 10-Q for the period ending DecemberMarch 31, 20022003 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, Richard
L. Jones, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
OxleySarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/s/Richard L. Jones
Richard L. Jones
Chief Financial Officer
February 13,May 14, 2003