UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.WASHINGTON, DC 20549
------------------
FORM 10-Q10-Q/A
Quarterly Report Pursuant to Section 13 OR 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended December 31, 2004
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 - 2,904,428 shares as of December 31, 2004.
1
PART I. - FINANCIAL INFORMATION
MICROWAVE FILTER COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
December 31, 2004 SEPTEMBER 30, 2004
(Unaudited)
Assets
Current Assets:
Cash and cash equivalents $ 859 $ 817
Investments 847 851
Accounts receivable-trade, net 335 454
Inventories 607 638
Prepaid expenses and other
current assets 73 68
-------- -------
Total current assets 2,721 2,828
Property, plant and equipment, net 759 799
------- -------
Total assets $ 3,480 $ 3,627
======= =======
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 128 $ 180
Customer deposits 17 67
Accrued payroll and related
expenses 48 82
Accrued compensated absences 257 253
Other current liabilities 23 33
------- -------
Total current liabilities 473 615
------- -------
Total liabilities 473 615
------- -------
Stockholders' Equity:
Common stock,$.10 par value 432 432
Additional paid-in capital 3,240 3,240
Retained earnings 841 846
------- -------
4,513 4,518
Common stock in treasury,
at cost (1,506) (1,506)
------- -------
Total stockholders' equity 3,007 3,012
------- -------
Total liabilities and
stockholders' equity $ 3,480 $ 3,627
======= =======
See Accompanying NotesEXPLANATORY NOTE
This Amendment 10-Q/A to Consolidated Financial Statements
MICROWAVE FILTER COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS
ENDED DECEMBER 31, 2004 AND 2003
(Unaudited)
(Amounts in thousands, except per share data)
Three months ended
December 31
2004 2003
Net sales $1,181 $1,233
Cost of goods sold 759 889
------ ------
Gross profit 422 344
Selling, general and
administrative expenses 436 416
------ ------
Loss from operations (14) (72)
Other income (net),
principally interest 9 4
------ ------
Loss before income
taxes (5) (68)
Benefit for income
taxes 0 (23)
------ ------
NET LOSS ($5) ($45)
====== ======
Per share data:
Basic earnings (loss)
per share ($0.00) ($0.02)
====== ======
Diluted earnings (loss)
per share ($0.00) ($0.02)
====== ======
Shares used in computing
net earnings (loss) per share:
Basic 2,904 2,905
Diluted 3,053 2,905
See Accompanying Notes to Consolidated Financial Statements
MICROWAVE FILTER COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
DECEMBER 31, 2004 AND 2003
(Unaudited)
(Amounts in thousands)
Three months ended
December 31
2004 2003
Cash flows from operating
activities:
Net loss $ (5) $ (45)
Adjustments to reconcile net
loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 49 55
Change in assets and liabilities:
(Increase) decrease in:
Accounts receivable 119 (39)
Federal and state income
taxes recoverable 0 (22)
Inventories 31 131
Prepaid expenses & other
assets (5) 16
Increase (decrease) in:
Accounts payable & accrued
expenses (92) (55)
Customer deposits (50) (144)
------ ------
Net cash provided by (used
in) operating activities 47 (103)
------ ------
Cash flows from (used in)
investing activities:
Investments 4 10
Capital expenditures (9) (22)
------ ------
Net cash used in
investing activities (5) (12)
------ ------
Net increase (decrease) in
cash and cash equivalents 42 (115)
Cash and cash equivalents
at beginning of period 817 647
------ ------
Cash and cash equivalents
at end of period $ 859 $ 532
====== ======
See Accompanying Notes to Consolidated Financial Statements
MICROWAVE FILTER COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
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 toCompany's Quarterly Report on 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 three
month
period ended December 31, 2004, are not necessarily indicativeinitially filed with the Securities and
Exchange Commission (the "SEC") on February 9, 2005 (the "Original Filing"),
is being filed to make textual changes to Item 4, Controls and Procedures.
Item 4. Controls and Procedures
1. Evaluation of the
results that may be expected for the year ended September 30, 2005. For
further information, refer to the consolidated financial statementsdisclosure controls and notes
thereto included in the Company's Annual Reportprocedures. Based on Form 10K for the year ended
September 30, 2004.
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 communications
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
(thousands of dollars) December 31
2004 2003
Net Sales (Unaffiliated):
MFC $1,023 $1,050
NSI 158 183
------ ------
Total $1,181 $1,233
====== ======
Operating loss: (a)
MFC ($46) ($60)
NSI 32 (12)
------ ------
Total ($14) ($72)
====== ======
Identifiable assets: (b)
MFC $2,543 $3,034
NSI 78 91
------ ------
Subtotal 2,621 3,125
Corporate Assets - Cash
And Cash Equivalents 859 532
------ ------
Total $3,480 $3,657
====== ======
(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 reserve for obsolescence consisted of the following:
(thousands of dollars) December 31, 2004 September 30, 2004
Raw materials and stock parts $466 $428
Work-in-process 50 126
Finished goods 91 84
---- ----
$607 $638
==== ====
The Company's reserve for obsolescence equaled $386,749 at December 31,
2004 and September 30, 2004.
Note 4. Income Taxes
The Company accounts for income taxes under Statement of Financial
Accounting Standards (SFAS) No. 109. Deferred tax assets and liabilities are
based on the difference between the financial statement and tax basis of
assets and liabilities as measured by the enacted tax rates which are
anticipated to be in effect when these differences reverse. The deferred tax
provision is the result of the net change in the deferred tax assets and
liabilities. A valuation allowance is established when it is necessary to
reduce deferred tax assets to amounts expected to be realized. As a resultevaluation of the Company's losses,disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Company recorded a non-cash charge to establish a
valuation allowanceSecurities
Exchange Act of $288,293 against net deferred tax assets during the
second quarter1934) as of the fiscal year ended September 30, 2004. The charge was
calculated in accordance with the provisions of Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109), which
requires an assessment of both positive and negative evidence when measuring
the need for a valuation allowance. Evidence, such as operating results during
the most recent three-year period, is given more weight when due to our
current lack of visibility, there is a greater degree of uncertainty that the
level of future profitability needed to record the deferred tax assets will be
achieved. Our results over the most recent three-year period have been
negatively affected by the downturn in the telecommunications marketplace, the
sluggish economy and reduced capital spending. The Company's losses in the
most recent three-year period represent sufficient negative evidence to
require a valuation allowance under the provisions of SFAS 109. The Company
will maintain a valuation allowance until sufficient positive evidence exists
to support its reduction or reversal.
Note 5. Stock Options
On April 9, 1998, the Board of Directors and Shareholders of Microwave
Filter Company, Inc. approved the 1998 Microwave Filter Company, Inc.
Incentive Stock Plan (the "1998 Plan"). Under the 1998 Plan, the Company may
grant incentive stock options ("ISOs"), non-qualified stock options ("NQSOs")
and stock appreciation rights to directors, officers and employeesend of the Company and its affiliates. The 1998 Plan reserves 150,000 shares for
issuance. The exercise price of the ISOs and NQSOs will be 100% of the fair
market value of the Common Stock on the date the ISOs and NQSOs are granted.
The 1998 Plan will terminate on April 10, 2008. On June 21, 2004, the Board of
Directors granted ISOs totaling 115,000 shares and NQSOs totaling 35,000
shares at an exercise price of $1.47. All options were 100% vested.
We account for our incentive stock plan under the recognition and
measurement principles of Accounting Principles Board Opinion No. 25,
Accounting for stock issued to employees. No compensation expense has been
recognized in the accompanying financial statements relative to our stock
option plan.
A summary of all stock option activity and information related to all options
outstanding follows:
Three months ended
December 31, 2004
------------------
ISOs NQSOs
-------- --------
Exercise Shares Exercise Shares
Price Price
-------- -------- -------- --------
Outstanding at
beginning of period $1.47 115,000 $1.47 35,000
Granted - 0 - 0
Exercised - 0 - 0
Cancelled - 0 $1.47 5,000
------ -------- ------ --------
Outstanding at
end of period $1.47 115,000 $1.47 30,000
------ -------- ------ --------
Exercisable at
end of period $1.47 115,000 $1.47 30,000
------ -------- ------- --------
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 communications 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.
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. Note 1 to the consolidated financial statements in our Annual Report on
Form 10-K for the fiscal year ended September 30, 2004 describes the
significant accounting policies used in preparation of the consolidated
financial statements. The most significant areas involving management
judgments and estimates are described below and are consideredperiod covered by management
to be critical to understanding the financial condition and results of
operations of the Company.
Revenues from product sales are recorded as the products are shipped and
title and risk of loss have passed to the customer, provided that no
significant vendor or post-contract support obligations remain and the
collection of the related receivable is probable. Billings in advance of the
Company's performance of such work are reflected as customer deposits in the
accompanying consolidated balance sheet.
Allowances for doubtful accounts are based on estimates of losses related to
customer receivable balances. The establishment of reserves requires the use
of judgment and assumptions regarding the potential for losses on receivable
balances.
The Company's inventories are valued at the lower of cost or market. The
Company uses certain estimates and judgments and considers several factors
including product demand and changes in technology to provide for excess and
obsolescence reserves to properly value inventory.
The Company established a warranty reserve which provides for the estimated
cost of product returns based upon historical experience and any known
conditions or circumstances. Our warranty obligation is affected by product
that does not meet specifications and performance requirements and any related
costs of addressing such matters.
The Company accounts for income taxes under Statement of Financial
Accounting Standards (SFAS) No. 109. Deferred tax assets and liabilities are
based on the difference between the financial statement and tax basis of
assets and liabilities as measured by the enacted tax rates which are
anticipated to be in effect when these differences reverse. The deferred tax
provision is the result of the net change in the deferred tax assets and
liabilities. A valuation allowance is established when it is necessary to
reduce deferred tax assets to amounts expected to be realized. As a result of
the Company's losses, the Company recorded a non-cash charge to establish a
valuation allowance of $288,293 against net deferred tax assets during the
second quarter of the fiscal year ended September 30, 2004. The charge was
calculated in accordance with the provisions of Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109), which
requires an assessment of both positive and negative evidence when measuring
the need for a valuation allowance. Evidence, such as operating results during
the most recent three-year period, is given more weight when due to our
current lack of visibility, there is a greater degree of uncertainty that the
level of future profitability needed to record the deferred tax assets will be
achieved. Our results over the most recent three-year period have been
negatively affected by the downturn in the telecommunications marketplace, the
sluggish economy and reduced capital spending. The Company's losses in the
most recent three-year period represent sufficient negative evidence to
require a valuation allowance under the provisions of SFAS 109. The Company
will maintain a valuation allowance until sufficient positive evidence exists
to support its reduction or reversal.
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2004 vs. THREE MONTHS ENDED DECEMBER 31, 2003.
Net sales for the three months ended December 31, 2004 equaled $1,180,694, a
decrease of $52,586 or 4.3% when compared to net sales of $1,233,280 for the
three months ended December 31, 2003.
MFC sales for the three months ended December 31, 2004 equaled $1,023,218, a
decrease of $26,886 or 2.6%, when compared to sales of $1,050,104 for the
three months ended December 31, 2003. The decrease in MFC sales can primarily
be attributed to a decrease in the sales of the Company's RF/Microwave
products during the quarter. These products are primarily sold to original
equipment manufacturers (OEMs) that serve the mobile radio, commercial
communications and defense electronics markets. The Company is concentrating
its product development efforts in this area as part of a concentrated effort
to provide substantial long-term growth. MFC's Cable TV, Satellite and
Broadcast TV product sales were up for the quarter ended December 31, 2004
when compared to the same period last year which management attributes to the
improving economy.
MFC's sales order backlog equaled $472,331 at December 31, 2004 compared to
sales order backlog of $661,109 at September 30, 2004 and $397,264 at December
31, 2003. 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 total MFC sales order backlog at December 31, 2004 is scheduled to ship by
September 30, 2005.
NSI sales for the three months ended December 31, 2004 equaled $157,476, a
decrease of $25,700 or 14.0%, when compared to sales of $183,176 for the three
months ended December 31, 2003. 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. Similar to
MFC, NSI's sales order levels have also been impacted negatively by the
sluggish economy and reduced capital spending. NSI has also been concentrating
on quoting low risk jobs in an effort to maintain targeted profit margins.
Although this may impact sales levels, it should improve profit margins and
also allow engineering resources to focus on higher priorities. At December
31, 2004, NSI's sales order backlog equaled $0 compared to sales order backlog
of $144,135 at September 30, 2004 and $0 at December 31, 2003.
The Company recorded a net loss of $5,288, or a loss of $.00 per share, for
the three months ended December 31, 2004 compared to a net loss of $44,550, or
a loss of $.02 per share, for the three months ended December 31, 2003. The
improvement can primarily be attributed to the higher gross profit this year
when compared to the same period last year.
Gross profit for the three months ended December 31, 2004 equaled $422,037,
an increase of $77,462 or 22.5%, when compared to gross profit of $344,575 for
the three months ended December 31, 2003. As a percentage of sales, gross
profit equaled 35.7% for the three months ended December 31, 2004 compared to
27.9% for the three months ended December 31, 2003. Both MFC and NSI achieved
higher gross profits this quarter when compared to the same period last year.
MFC's improvement can primarily be attributed to product sales mix. As a
percentage of sales, MFC's standard Cable TV, Satellite and Broadcast TV
products generate a higher gross profit than the Company's RF/Microwave
products. NSI's improvement can directly be attributed to the lower costs
associated with the machine which shipped during the quarter ended December
31, 2004 when compared to the machine which shipped during the same period
last year.
Selling, general and administrative (SGA) expenses for the three months
ended December 31, 2004 equaled $436,101 or 36.9% of sales, an increase of
$19,838 or 4.8%, when compared to SG&A expenses of $416,263 or 33.8% of sales
for the three months ended December 31, 2003. The increase can primarily be
attributed to increases in payroll and payroll related expenses.
On an industry segment basis, MFC recorded a loss from operations of $46,074
for the three months ended December 31, 2004 compared to a loss from
operations of $60,271 for the three months ended December 31, 2003. NSI
recorded operating income of $32,010 for the three months ended December 31,
2004 compared to a loss from operations of $11,417 for the three months ended
December 31, 2003. NSI's improvement can directly be attributed to the
improved gross profit and planned reductions in SGA expenses.
Off-Balance Sheet Arrangements
At December 31, 2004 and 2003, the Company did not have any unconsolidated
entities or financial partnerships, such as entities often referred to as
structured finance or special purpose entities, which might have been
established for the purpose of facilitating off-balance sheet arrangements.
LIQUIDITY and CAPITAL RESOURCES
Cash and cash equivalents increased $41,637 to $858,975 at December 31,2004
when compared to $817,338 at September 30, 2004. The increase was a result of
$46,786 in net cash provided by operating activities and $5,149 in net cash
used in investing activities.
The decrease of $119,217 in accounts receivable at December 31, 2004, when
compared to September 30, 2004, can primarily be attributable to the decrease
in MFC shipments during the month ended December 31, 2004 when compared to the
month ended September 30, 2004.
The decrease of $30,692 in inventories at December 31, 2004, when compared
to September 30, 2004, can primarily be attributable to the scheduled delivery
of NSI's sales order backlog of September 30, 2004 during the quarter ended
December 31, 2004.
The decrease of $51,956 in accounts payable at December 31, 2004, when
compared to September 30, 2004, can primarily be attributed to a decrease in
purchases during the month ended December 31, 2004 when compared to the month
ended September 30, 2004.
The decrease of $48,913 in customer deposits at December 31, 2004, when
compared to September 30, 2004, can primarily be attributed to the shipment of
NSI's sales order backlog of September 30, 2004 during the quarter ended
December 31, 2004.
Cash used in investing activities during the three months ended December 31,
2004 consisted of funds provided by the sale of investments of $4,421 and
funds used for capital expenditures of $9,570.
At December 31, 2004, the Company had unused aggregate lines of credit
totaling $750,000 collateralized by all inventory, equipment and accounts
receivable.
Management believes that its working capital requirements for the forseeable
future will be met by its existing cash balances, future cash flows from
operations and its current credit arrangements.
FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS, FINANCIAL CONDITON
OR BUSINESS
- ---------------------------------------------------------------------------
An investment in our common stock involves a high degree of risk. The risks
and uncertainties described below are not the only ones we face. Additional
risks and uncertainties that we are unaware of, or that we may currently deem
immaterial, may become important factors that harm our business, financial
condition or results of operations. If any of the following risks actually
occurs, our business, financial condition or results of operations could
suffer. In that case, the trading price of our common stock could decline, and
you may lose all or part of your investment.
Demand for existing products may decline.
Our inability to introduce new and enhanced products on a timely basis.
Market acceptance of newly developed products may be slower than
anticipated.
Pricing pressures from our customers and/or market pressure from competitors
may reduce selling prices.
Difficulty in obtaining an adequate supply of raw materials or components at
reasonable prices.
Loss of key personnel or the inability to attract new employees.
Governmental regulatory actions could adversely affect our business.
RECENT PRONOUNCEMENTS
- ----------------------
In December 2004, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 123R, "Share-Based Payment" (FAS 123R), a revision of FASB
Statement No. 123, "Accounting for Stock-Based Compensation", which addresses
financial accounting and reporting for costs associated with stock-based
compensation. FAS 123R addresses all forms of share-based payment ("SBP")
awards, including shares issued under employee stock purchase plans, stock
options, restricted stock and stock appreciation rights. FAS 123R requires
Microwave Filter Company, Inc. to adopt the new accounting provisions
beginning in our fourth quarter of 2005. Under the Modified Prospective
Method, we do not anticipate recording any compensation expense at time of
adoption since all options granted were fully vested.
The American Jobs Creation Act of 2004, signed into law in October 2004,
provides for a variety of changes in the tax law including incentives to
repatriate undistributed earnings of foreign subsidiaries, phased elimination
of the Foreign Sales Corporation/Extraterritorial Income benefit and a
domestic manufacturing benefit. We are currently evaluating the potential
impact of this legislation and assessing the domestic manufacturing benefit.
We do not believe this Act will have a significant impact on the Company's
financial position or results of operations in the future.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
- --------------------------------------------------------------------------------
In an effort to provide investors a balanced view of the Company's current
condition and future growth opportunities, this
Quarterly Report on Form 10-Q, includes comments by the Company's management about future performance. These
statements which are not historical information are "forward-looking
statements" pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These,chief executive officer
and other forward-looking statements,
are subject to business and economic risks and uncertainties that could cause
actual results to differ materially from those discussed. These risks and
uncertainties include, but are not limited to: risks associated with demand
for and market acceptance of existing and newly developed products as to which
the Company has made significant investments; general economic and industry
conditions; slower than anticipated penetration into the satellite
communications, mobile radio and commercial and defense electronics markets;
competitive products and pricing pressures; increased pricing pressure from
our customers; risks relating to governmental regulatory actions in broadcast,
communications and defense programs; as well as other risks and uncertainties,
including but not limited to those detailed from time to time in the Company's
Securities and Exchange Commission filings. These forward-looking statements
are made only as of the date hereof, and the Company undertakes no obligation
to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise. You are encouraged to review
Microwave Filter Company's 2004 Annual Report and Form 10-K for the fiscal
year ended September 30, 2004 and other Securities and Exchange Commission
filings. Forward looking statements may be made directly in this document or
"incorporated by reference" from other documents. You can find many of these
statements by looking for words like "believes," "expects," "anticipates,"
"estimates," or similar expressions.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Company files or
submits under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time period specified in the
rules and forms of the Securities and Exchange Commission. Based upon their
evaluation of those controls and procedures performed as of December 31, 2004,
the Chief Executive and Chief Financial Officers of the Companychief financial officer have concluded
based upon their best judgement, that the Company's
disclosure controls and procedures were adequate.
The Company made no significant changesare effective.
2. Changes in its internal controls or in other
factors that could significantly affect internal controls subsequent tocontrol over financial reporting. During the date of the evaluation of those controlsperiod
covered by the Chief Executive and Chief
Financial Officers. Therethis Quarterly Report on Form 10-Q, there were no significant deficiencies or material
weaknesses identified in the evaluation and, therefore, no corrective actions
were taken. While the Chief Executive and Chief Financial Officers of the
Company believe that the Company's existing disclosure controls and procedures
have been effective to accomplish its objectives, the Chief Executive and
Chief Financial Officers of the Company intend to examine, refine and
formalize our disclosure controls and procedures and monitor ongoing
developments.
Notwithstanding the foregoing, there can be no assurance that the Company's
disclosure controls and procedures will detect or uncover all failures of
persons within the Company and its consolidated subsidiaries to disclose
material information otherwise required to be set forthchanges in
the Company's periodic reports.internal control over financial reporting (as defined in
Rule 13a-15(f)) that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over
financial reporting.
2
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.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
31.1 Section 13a-14(a)/15d-14(a) Certification of Carl F. Fahrenkrug
31.2 Section 13a-14(a)/15d-14(a) Certification of Richard L. Jones
32.1 Section 1350 Certification of Carl F. Fahrenkrug
32.2 Section 1350 Certification of Richard L. Jones
b. Reports on Form 8-K
None.
SIGNATURE
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 thereuntohereunto duly authorized.
MICROWAVE FILTER COMPANY, INC.
February 9,Microwave Filter Company, Inc.
--------------------------------
(Registrant)
Date: March 8, 2005 By: /s/ Carl F. Fahrenkrug
(Date) --------------------------------------------------------------
Carl F. Fahrenkrug
Chief Executive Officer
February 9,Date: March 8, 2005 By: /s/ Richard L. Jones
(Date) --------------------------------------------------------------
Richard L. Jones
Chief Financial Officer