Table of Contents


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.


ForFor  the quarterly period ended March 31,June  30, 2013

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)

(315) 438-4700

Registrant's telephone number, including area code


    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of  the Securities Exchange Act of  1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports, and (2) has been subject to such filing requirements for the past 90 days.     

YES __X__  NO____



    Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

  YES __X__  NO____



    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act). 

Large accelerated filer ______

Accelerated filer ______

Non-accelerated filer ______ (Do not check if smaller reporting company)

Smaller reporting company ____X____. 



Indicate by check mark whether the registrant is a shell company (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 practicable date.  


Common Stock, $.10 Par Value -    2,585,1612,585,086 shares as of MayAugust 1, 2013.





<PAGE>                                1
MICROWAVE FILTER COMPANY, INC.

Form 10-Q

Index


Item
ItemPage
      
Part I Financial Information
      
Item 1. Financial Statements
          Condensed Consolidated Balance Sheets (unaudited)
3
      
          Condensed Consolidated Balance SheetsStatements of Operations (unaudited)3
4
      
           Condensed Consolidated Statements of Operations unaudited)4
Condensed Consolidated Statements of Cash Flows (unaudited)
5
      
Notes to Condensed Consolidated Financial Statements (unaudited)6-7
6-8

   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations8-14
9-16

   
Item 3. Quantitative and Qualitative Disclosures About Market Risk15
17 
      
Item 4. Controls and Procedures1618 
      
Part II Other Information17
19 
      
Signatures18
20 




            



<PAGE>                                2



                        PART I. - FINANCIAL INFORMATION

Microwave Filter Company and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

March 31, 2013September 30, 2012
Assets        
Current Assets:        
Cash and cash equivalents  $637,793  $1,023,017 
Accounts receivable-trade, net of        
     allowance for doubtful accounts        
     of $26,000 and $26,000  152,757   263,385 
Inventories, net  576,889   529,075 
Prepaid expenses and other current assets  85,207   111,342 
         
Total current assets  1,452,646   1,926,819 
         
Property, plant and equipment, net  663,618   672,525 
         
Total assets $2,116,264  $2,599,344 
         
         
Liabilities and Stockholders' Equity        
         
Current liabilities:        
Accounts payable $145,731  $92,325 
Customer deposits  29,537   30,563 
Accrued payroll and related expenses  61,579   51,289 
Accrued compensated absences  157,221   172,198 
Other current liabilities  35,680   31,308 
         
Total current liabilities  429,748   377,683 
         
Total liabilities  429,748   377,683 
         
Stockholders' Equity:        
Common stock, $.10 par value        
     Authorized 5,000,000 shares, Issued        
     4,324,140 shares in 2013 and 2012,        
     Outstanding 2,585,161 shares in 2013        
     and 2,586,227 in 2012  432,414   432,414 
Additional paid-in capital  3,248,706   3,248,706 
Retained earnings (deficit)
  (303,012  232,013 
         
Common stock in treasury, at cost







     1,738,979 shares in 2013 and 1,737,913         
     shares in 2012   (  1,691,592  )   (1,691,472   )
 








Total stockholders' equity  1,686,516   2,221,661 
         
Total liabilities and  stockholders' equity $2,116,264  $2,599,344 
         

         
   June 30, 2013September 30, 2012
         
Assets                    
Current Assets:                    
Cash and cash equivalents  $
409,697 
  $
1,023,017 
 
Accounts receivable-trade, net of                    
     allowance for doubtful accounts                    
     of $26,000 and $26,000      
228,249 
       
263,385 
 
Inventories, net      
593,006 
       
529,075 
 
Prepaid expenses and other current assets      
86,736 
       
111,342 
 
                       
Total current assets      
1,317,688 
       
1,926,819 
 
                       
Property, plant and equipment, net      
621,703 
       
672,525 
 
                       
Total assets   $
1,939,391 
    $
2,599,344 
 
                       
                       
Liabilities and Stockholders' Equity                    
                       
Current liabilities:                    
Accounts payable   $
84,926 
    $
92,325 
 
Customer deposits      
29,707 
       
30,563 
 
Accrued payroll and related expenses      
42,373 
       
51,289 
 
Accrued compensated absences      
117,568 
       
172,198 
 
Other current liabilities      
28,865 
       
31,308 
 
                       
Total current liabilities      
303,439 
       
377,683 
 
                     
Total liabilities      
303,439 
       
377,683 
 
                       
Stockholders' Equity:                    
Common stock, $.10 par value                    
     Authorized 5,000,000 shares, Issued                    
     4,324,140 shares in 2013 and 2012,                    
     Outstanding 2,585,086 shares in 2013                    
     and 2,585,321 in 2012      
432,414 
       
432,414 
 
Additional paid-in capital      
3,248,706 
       
3,248,706 
 
Retained earnings (deficit)    
(353,552)
       
232,013 
 
                       
Common stock in treasury, at cost        
     1,739,054 shares in 2013 and 1,738,819                     
     shares in 2012    
(1,691,616)
     
(1,691,472)
 
         
Total stockholders' equity      
1,635,952 
       
2,221,661 
 
                       
Total liabilities and  stockholders' equity   $
1,939,391 
    $
2,599,344 
 

<FN>

See Accompanying Notes to Condensed Consolidated Financial Statements










<PAGE>                                3


Microwave Filter Company and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

                   
   Three months ended   Six months ended 
   March 31,   March 31, 
   2013    2012   2013    2012 
                   
Net sales$ 608,343  $ 1,025,920 $ 1,379,587  $ 2,343,127 
                   
Cost of goods sold  477,076    688,306   1,045,120    1,502,301 
                   
Gross profit  131,267    337,614   334,467    840,826 



















Selling, general and                  
     administrative expenses  442,477    470,737   872,892    892,707 
                   
(Loss) income from operations
(311,210)

(
133,123)

(538,425)

(
51,881)

















  
Other income (net)   1,210 

 3,071 
 3,400 

 24,646 



















(Loss) income                  
    before income taxes (310,000)

 (130,052
(535,025)


27,235



















(Benefit) provision                  
    for income taxes  0 

 0 
 0 

 0 
                   
Net (loss) income$(310,000) $ (130,052$(535,025) $ (27,235)



















Per share data:                  
Basic and diluted (loss)                   
    earnings per share$(0.12) $0.05$(0.21) $(0.01)
                   
Shares used in computing net                  
     (loss) earnings per share:  2,585,252    2,586,227   2,585,287    2,586,227 
             
      Three months ended    Nine months ended   
      June 30,    June 30,   
      2013  2012    2013  2012   
                             
Net sales
705,148 
 $
1,147,336 
   $
2,084,735 
 $
3,490,463 
   
             
Cost of goods sold   
439,440 
  
713,193 
    
1,484,560 
  
2,215,494 
   
             
Gross profit   
265,708 
  
434,143 
    
600,175 
  
1,274,969 
   
             
Selling, general and                          
     administrative expenses   
317,827 
  
381,294 
    
1,190,719 
  
1,274,001 
   
             
(Loss) income from operations 
(52,119)
  
52,849 
  
(590,544)
  
968 
 
                 
Other income (net)    
1,579 
  
2,027 
    
4,979 
  
26,673 
   
             
(Loss) income            
    before income taxes   
(50,540)
  
54,876 
  
(585,565)
  
27,641 
 
             
(Benefit) provision            
    for income taxes   
  
(38,582)
    
  
(38,582)
   
                             
Net (loss) income$
(50,540)
 $
93,458 
 $
(585,565)
 $
66,223 
 
             
Net (Loss) Income Per Common Share                          
Basic and diluted earnings per share$  
(0.02)
 $
0.04 
 $
(0.23)
 $
0.03 
 
             
Weighted Average Common Shares            
Outstanding            
Shares used in computing net                          
     (loss) earnings per share:   
2,585,156 
  
2,585,569 
    
2,585,243 
  
2,586,008 
   

<FN>

See Accompanying Notes to Condensed Consolidated Financial Statements


<PAGE>                               4


Microwave Filter Company and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

          
   Six months ended 
   March 31 
   2013    2012 
          
Cash flows from operating activities:         
Net loss $(535,025) $27,235
                   
Adjustments to reconcile net (loss)         
     income to net cash provided by         
     used in) operating activities:                  
Depreciation  83,252    77,287 
Gain on sale of fixed assets 
0
   (20,000
Change in operating assets and liabilities:         
Accounts receivable-trade  110,628    28,542 
Federal and state income         
     tax recoverable  0
    24,828
          
Inventories  (47,814  
107,348
Prepaid expenses and other assets  26,135    20,757 
Accounts payable and customer                  
     deposits 
52,380
  (116,778)
Accrued payroll and related expenses         
     and compensated absences (4,687)  (38,906)
Other current liabilities  
4,372
  (38,735
                   
Net cash (used in) provided by         
    operating activities  (310,759   17,108 
            
Cash flows from investing activities:         
Property, plant and equipment purchased (74,345)  (189,078)
Proceeds from sale of fixed assets  0    20,000 
                   
  Net cash used in investing activities (74,345)    (169,078)
                   
Cash flows from financing activities:         
Purchase of treasury stock  (120  
0

                   
  Net cash used in financing activities (
120  
0

                   
Decrease in cash and cash equivalents (385,224)   (151,970
                   
Cash and cash equivalents         
      at beginning of period  1,023,017    1,258,885 
                   
Cash and cash equivalents   
      
      at end of period$ 637,793  $ 1,106,915 
          
Supplemental Schedule of Cash Flow Information:         
     Income taxes paid$ 0  $ 15,000
 


       
                     
  Nine months ended 
  June 30 
      2013      2012   
                     
Cash flows from operating activities:                  
Net (loss) income$
(585,565)
   $  
66,223 
 
       
Adjustments to reconcile net (loss)                  
     income to net cash provided by                  
     (used in) operating activities:      
Depreciation   
125,167 
      
117,172 
   
Gain on sale of fixed assets 
  
(20,000)
 
Change in operating assets and liabilities:                  
Accounts receivable-trade   
35,136 
      
38,096 
   
Federal and state income      
     tax recoverable 
  
(13,754)
 
Inventories   
(63,931)
      
69,231 
 
Prepaid expenses and other assets   
24,606 
      
421 
   
Accounts payable and customer      
     deposits   
(8,255)
      
(118,972)
 
Accrued payroll and related expenses                  
     and compensated absences   
(63,546)
      
(65,091)
 
Other current liabilities   
(2,443)
      
(52,740)
 
       
Net cash (used in) provided by      
    operating activities   
(538,831)
      
20,586 
   
                     
Cash flows from investing activities:                  
Property, plant and equipment purchased   
(74,345)
      
(198,225)
 
Proceeds from sale of fixed assets 
  
20,000 
 
       
  Net cash used in investing activities   
(74,345)
      
(178,225)
 
       
Cash flows from financing activities:                  
Purchase of treasury stock   
(144)
      
(663)
 
       
  Net cash used in financing activities   
(144)
      
(663)
 
       
Decrease in cash and cash equivalents   
(613,320)
      
(158,302)
 
       
Cash and cash equivalents      
      at beginning of period   
1,023,017 
      
1,258,885 
   
       
Cash and cash equivalents      
      at end of period$
409,697 
   $  
1,100,583 
   
       
Supplemental Schedule of Cash Flow Information:      
     Income taxes paid$
 $
15,000 
 


<FN>





See Accompanying Notes to Condensed Consolidated Financial Statements








<PAGE>                                5


MICROWAVE FILTER COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  MARCH 31,
  JUNE  30, 2013





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 Regulation S-K. 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 sixnine month period ended March 31,June  30, 2013 are not necessarily indicative of the results that may be expected for the year ended September 30, 2013. For further information, refer to the condensed consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10K for the year ended September 30, 2012.




Note 2. Industry Segment Data



  The Company's primary business segment involves the 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.   




Note 3. Inventories                  

  Inventories are stated at the lower of cost determined on the first-in, first-out method or market.

   Inventories net of reserve for obsolescence consisted of the following:

March 31, 2013
        
    June 30, 2013 September 30, 2012 
        
        
Raw materials and stock parts   $
502,276 
   $  
455,000 
   
Work-in-process      
16,011 
      
13,554 
   
Finished goods      
74,719 
      
60,521 
   
                        
      $
593,006 
   $  
529,075 
   
September 30, 2012
         
Raw materials and stock parts  $488,687 $455,000 
Work-in-process   15,288  13,554 
Finished goods   72,914  60,521 
             
   $576,889 $529,075 



 The Company's reserve for obsolescence equaled $373,171 at June  30, 2013 and $408,340 at March 31, 2013 and September 30, 2012.


The Company provides for a valuation reserve for certain inventory that is deemed to be obsolete, of excess quantity or otherwise impaired. The decrease of $35,169 in inventory reserve at June 30, 2013 can be attributed to the sale of inventory that had been reserved.

<PAGE>                                6




Note 4. Income Taxes



  The Company accounts for income taxes under FASB ASC 740-10. 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. The Company has provided a full valuation allowance against its deferred tax assets.



  The Company adopted FASB ASC 740-10. FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements  and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax position taken or expected to be taken on a tax return. Additionally, it provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company determined it has no uncertain tax positions and therefore no amounts are recorded.

Note 5. Legal Matters

  The State of New York Workers’ Compensation Board has commenced an action against Microwave Filter Company, Inc. to recover for an underfunded self insured program that Microwave Filter Company, Inc. participated in. Due to the relatively short period of time Microwave Filter Company, Inc. participated in the program and the limited amount of potential exposure, we do not expect the resolution of this action will have a material adverse effect on our financial condition, results of operations or cash flows. The Company has accrued $12,000 for this action in other current liabilities.



Note 6. Fair Value of Financial Instruments

  The carrying values of the Company cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of those instruments.



   The Company currently does not trade in or utilize derivative financial instruments.

Note 7. Significant Customers

  Sales to one customer represented approximately 14%17% of total sales for the sixnine months ended March 31,June  30, 2013 compared to 19%approximately 20% of total sales for the sixnine months ended March 31,June  30, 2012.




<PAGE>                                7

Note 8. Subsequent Event 
 On July 2, 2013, Microwave Filter Company, Inc. (the “Company”) entered into a Ten Year Term Loan with KeyBank National Association in the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00). The amount of all advances outstanding together with accrued interest thereon shall be due and payable on July 2, 2023 (“Maturity”). The Company shall pay interest on the outstanding principal balance of this Note at the rate per annum equal to 4.5%. The net proceeds from the Term Loan will be available to provide working capital as needed.
 The Company has secured this Note by: (a) a Mortgage, Assignment of Rents, Security Agreement and Fixture Filing which creates a 1st lien on real property situated in the Town of Dewitt, County of Onondaga, and State of New York and known as 6743 Kinne Street, East Syracuse, New York; (b) a General Assignment of Rents and Leases; (c) an Environmental Compliance and Indemnification; and (d) such other security as may now or hereafter b e given to Lender as collateral for the loan.
Note 9. Recent Accounting Pronouncements

  None applicable.




<PAGE>                                7

8

Table of Contents

  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 one industry. 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.



Critical Accounting Policies



  The Company's condensed consolidated financial statements are based on the application of United States 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 condensed consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012 describes the significant accounting policies used in preparation of the condensed consolidated financial statements. The most significant areas involving management judgments and estimates are described below and are considered 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 condensed 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 stated at the lower of cost determined on the first-in, first-out method 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.




<PAGE>                                8

9



  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 FASB ASC 740-10. 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. The Company has provided a full valuation allowance against its deferred tax assets.




<PAGE>                                9

10

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31,JUNE  30, 2013 vs. THREE MONTHS ENDED MARCH 31,JUNE  30, 2012

The following table sets forth the Company's net sales by major product group  for the three months ended March 31,June  30, 2013 and 2012.

       
Product groupFiscal 2013 Fiscal 2012 
Microwave Filter (MFC):      
     RF/Microwave$191,279 $369,112 
     Satellite 279,622  370,976 
     Cable TV 97,192  247,622 
     Broadcast TV 38,089  35,822 
Niagara Scientific (NSI): 2,161  2,388 
           
Total$608,343 $1,025,920 
           
Sales backlog at March 31
$298,866 $612,412 


       
       
Product groupFiscal 2013   Fiscal 2012   
Microwave Filter (MFC):                  
     RF/Microwave$
243,621 
   $  
412,104 
   
     Satellite   
245,303 
      
326,759 
   
     Cable TV   
152,314 
      
370,369 
   
     Broadcast TV   
62,528 
      
37,394 
   
Niagara Scientific (NSI):   
1,382 
      
710 
   
                           
Total$
705,148 
   $  
1,147,336 
   
                           
Sales backlog at June  30$
262,690 
   $  
394,680 
   

  Net sales for the three months ended March 31,June  30, 2013 equaled $608,343,$705,148 a decrease of $417,577$442,188 or 40.7%38.5%, when compared to net sales of $1,025,920$1,147,336 for the three months ended March 31,June  30, 2012. Net sales have been decreasing since the quarter ended July 31,June  30, 2012. It is difficult to determine precisely the cause of this systemic erosion in sales but it is conjectured that the fear engendered by the sequester of budgetary funds for the Defense Department has had a major impact on MFC’s economic environment. It should be remembered that substantial Defense cuts occurred during FY 2012 which have affected the whole communications market place as suppliers to the Defense industry have made the commercial market place more competitive as they have sought to redirect their sales efforts away from Defense. Management also believes that the decrease in capital expenditures from non-defense oriented companies (such as Cable Television companies) has also contributed to the overall decline and demand across all market segments served by MFC. In order to mitigate the effects of this decline in demand for our products during this difficult period, management has adopted a plan of cost reduction, as well as, an accelerated development and acquisition of new products. This coupled with an increase in promotional activity for existing and new products will hopefully mitigate the systemic effects of the market place by allowing MFC to increase its market share by virtue of a plethora of products for a wider range of applications and for a larger customer segment. 

 MFC’s RF/Microwave product sales decreased $177,833$168,483 or 48.2%40.9% to $191,279$243,621 for the three months ended March 31,June 30, 2013 when compared to RF/Microwave product sales of $369,112$412,104 during the same period last year.  MFC’s RF/Microwave products are sold primarily to Original Equipment Manufacturers (OEM) that serve the mobile radio, commercial communications and defense electronics markets. The Company continues to invest in production engineering and infrastructure development to penetrate OEM market segments as they become popular. MFC is concentrating its technical resources and product development efforts toward potential high volume customers as part of a concentrated effort to provide substantial long-term growth. Sales to one OEM customer represented approximately 4%22% of total sales for both the quarterthree months ended March 31,June 30, 2013 compared to approximately 23% of total sales for the quarter ended March 31,and June 30, 2012.


<PAGE>                                11

MFC’s Satellite product sales decreased $91,354$81,456 or 24.6%24.9% to $279,622$245,303 for the three months ended March 31,June  30, 2013 when compared to Satellite product sales of $370,976$326,759 during the same period last year. The decrease can be attributed to a decrease in demand for the Company's filters which suppress strong out-of-band interference caused by military and civilian radar systems and other sources. Although economic conditions do impact sales, management expects demand for these types of filters to continue with the proliferation of earth stations world wide and increased sources of interference.

<PAGE>                             10



MFC’s Cable TV product sales decreased $150,430$218,055 or 60.7%58.9% to $97,192$152,314 for the three months ended March 31,June  30, 2013 when compared to Cable TV product sales of $247,622$370,369 during the same period last year. Management continues to project a decrease in demand for Cable TV products due to the shift from analog to digital television. Due to the inherent nature of digital modulation versus analog modulation, fewer filters will be required. The Company has developed filters for digital television and there will still be requirements for analog filters for limited applications in commercial and private cable systems.

Management also believes that the decrease in capital expenditures from non-defense oriented companies (such as Cable Television companies) has also contributed to the decline in sales.


  MFC’s Broadcast TV/Wireless Cable product sales increased $2,267$25,134 to $38,089$62,528 for the three months ended March 31,June  30, 2013 when compared to sales of $35,822$37,394 during the same period last year. The increase can be attributed to an increase in demand for UHF Broadcast products which are primarily sold to system integrators for rural communities.

   MFC's sales order backlog equaled $298,866$262,690 at March 31,June  30, 2013 compared to sales order backlog of $612,412$394,680 at March 31,June  30, 2012. 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. TheApproximately 73% of the total sales order backlog at March 31,June  30, 2013 is scheduled to ship by September 30, 2013.

.

   Gross profit for the three months ended March 31,June  30, 2013 equaled $131,267,$265,708, a decrease of $206,347$168,435 or 61.1%38.8%, when compared to gross profit of $337,614$434,143 for the three months ended March 31,June  30, 2012. The dollar decrease in gross profit can primarily be attributed to the lower sales volume this year when compared to the same period last year. As a percentage of sales, gross profit equaled 21.6%37.7% for the three months ended March 31,June  30, 2013 compared to 32.9%37.8% for the three months ended March 31,June  30, 2012. The decrease in gross profit as a percentage of sales can primarily be attributed to the lower sales volume this year providing a lower base to absorb fixed expenses.

  Selling, general and administrative (SGA) expenses for the three months ended March 31,June  30, 2013 equaled $442,477,$317,827, a decrease of $28,620$63,467 or 6.0%16.6%, when compared to SGA expenses of $470,737$381,294 for the three months ended March 31,June  30, 2012. The decrease can primarily be attributed to lower payroll and payroll related expenses. The Company has been participating in the New York State Shared Work program which allows employers to reduce the hours of all or a particular group of employees. The employees whose hours are reduced can receive partial unemployment insurance benefits or elect to use accrued vacation. As a percentage of sales, SGA expenses increased to 72.7%45.1% for the three months ended March 31,June  30, 2013 when compared to 45.9%33.2% for the three months ended March 31,June  30, 2012 primarily due to the lower sales volume this year when compared to the same period last year.

  The Company recorded a loss from operations of $311,210$52,119 for the three months ended March 31,June  30, 2013 compared to  a lossincome from operations of $133,123$52,849 for the three months ended March 31,June  30, 2012. The decrease in operating income can primarily be attributed to the lower sales volume this year when compared to the same period last year.


<PAGE>                                12

   The (benefit) provision for income taxes equaled $0 for the three months ended March 31,June  30, 2013 and March 31,June  30, 2012. We have not recognized any (benefit) provision for income taxes.  Any benefit for losses has been subject to a valuation allowance since the realization of the deferred tax benefit is not considered more likely than not.  As required by FASB ASC 740 (Prior Authoritative Literature: SFAS 109, Accounting for Income Taxes), the Company has evaluated the positive and negative evidence bearing upon the realization of its deferred tax assets. The Company has determined that, at this time, it is more likely than not that the Company will not realize all of the benefits of federal and state deferred tax assets, and, as a result, a valuation allowance was established.


<PAGE>                             11




SIX   NINE MONTHS ENDED MARCH 31,JUNE  30, 2013 vs. SIXNINE MONTHS ENDED MARCH 31,JUNE  30, 2012

The following table sets forth the Company's net sales by major product group for the sixnine months ended March 31,June  30, 2013 and 2012.

       
Product groupFiscal 2013 Fiscal 2012 
Microwave Filter (MFC):      
     RF/Microwave$515,406 $895,044 
     Satellite 522,752  702,330 
     Cable TV 280,582  681,069 
     Broadcast TV 56,716  60,950 
Niagara Scientific (NSI): 4,131  3,734 
           
Total$1,379,587 $2,343,127 
           
Sales backlog at March 31 $298,866 $612,412 


       
                     
Product groupFiscal 2013   Fiscal 2012   
Microwave Filter (MFC):                  
     RF/Microwave$
759,027 
   $  
1,307,148 
   
     Satellite   
768,055 
      
1,029,089 
   
     Cable TV   
432,896 
      
1,051,438 
   
     Broadcast TV   
119,244 
      
98,344 
   
Niagara Scientific (NSI):   
5,513 
      
4,444 
   
                           
Total$
2,084,735 
   $  
3,490,463 
   
                           
Sales backlog at June  30   $
262,690 
   $  
394,680 
   
  Net sales for the sixnine months ended March 31,June  30, 2013 equaled $1,379,587,$2,084,735, a decrease of $963,540$1,405,728 or 41.1%40.3%, when compared to net sales of $2,343,127$3,490,463 for the sixnine months ended March 31,June  30, 2012. Net sales have been decreasing since the quarter ended July 31,June  30, 2012. It is difficult to determine precisely the cause of this systemic erosion in sales but it is conjectured that the fear engendered by the sequester of budgetary funds for the Defense Department has had a major impact on MFC’s economic environment. It should be remembered that substantial Defense cuts occurred during FY 2012 which have affected the whole communications market place as suppliers to the Defense industry have made the commercial market place more competitive as they have sought to redirect their sales efforts away from Defense. Management also believes that the decrease in capital expenditures from non-defense oriented companies (such as Cable Television companies) has also contributed to the overall decline and demand across all market segments served by MFC. In order to mitigate the effects of this decline in demand for our products during this difficult period, management has adopted a plan of cost reduction, as well as, an accelerated development and acquisition of new products. This coupled with an increase in promotional activity for existing and new products will hopefully mitigate the systemic effects of the market place by allowing MFC to increase its market share by virtue of a plethora of products for a wider range of applications and for a larger customer segment. 


<PAGE>                                13

 MFC’s RF/Microwave product sales decreased $379,638$548,121 or 42.4%41.9% to $515,406$759,027 for the sixnine months ended March 31,June  30, 2013 when compared to RF/Microwave product sales of $895,044$1,307,148 during the same period last year.  MFC’s RF/Microwave products are sold primarily to Original Equipment Manufacturers that serve the mobile radio, commercial communications and defense electronics markets. The Company continues to invest in production engineering and infrastructure development to penetrate OEM market segments as they become popular. MFC is concentrating its technical resources and product development efforts toward potential high volume customers as part of a concentrated effort to provide substantial long-term growth. Sales to one OEM customer represented approximately 14%17% of total sales for the sixnine months ended March 31,June  30, 2013 compared to approximately 19%20% of total sales for the sixnine months ended March 31,June  30, 2012. 

   MFC’s Satellite product sales decreased $179,578$261,034 or 25.6%25.4% to $522,752$768,055 for the sixnine months ended March 31,June  30, 2013 when compared to satellite product sales of $702,330$1,029,089 during the same period last year. The decrease can be attributed to a decrease in demand for the Company’s filters which suppress strong out-of-band interference caused by military and civilian radar systems and other sources. Although economic conditions do impact sales, management expects demand for these types of filters to continue with the proliferation of earth stations world wide and increased sources of interference.

<PAGE>                             12


  MFC’s Cable TV product sales decreased $400,487$618,542 or 58.8% to $280,582$432,896 for the sixnine months ended March 31,June  30, 2013 when compared to Cable TV product sales of $681,069$1,051,438 during the same period last year. Management continues to project a decrease in demand for Cable TV products due to the shift from analog to digital television. Due to the inherent nature of digital modulation versus analog modulation, fewer filters will be required. The Company has developed filters for digital television and there will still be requirements for analog filters for limited applications in commercial and private cable systems.

Management also believes that the decrease in capital expenditures from non-defense oriented companies (such as Cable Television companies) has also contributed to the decline in sales.

  MFC’s Broadcast TV/Wireless Cable product sales decreased $4,234increased $20,900 or 6.9%21.3% to $56,716$119,244 for the sixnine months ended March 31,June  30, 2013 when compared to sales of $60,950$98,344 during the same period last year. The decreaseincrease can be attributed to a decreasean increase in demand for UHF Broadcast products which are primarily sold to system integrators for rural communities.



  Gross profit for the sixnine months ended March 31,June  30, 2013 equaled $334,467,$600,175, a decrease of $506,359$674,794 or 60.2%52.9%, when compared to gross profit of $840,826$1,274,969 for the sixnine months ended March 31,June  30, 2012. The decrease can primarily be attributed to the lower sales volume this year when compared to the same period last year. As a percentage of sales, gross profit equaled to 24.2%28.8% for the sixnine months ended March 31,June  30, 2013 compared to 35.9%36.5% for the sixnine months ended March 31,June  30, 2012. The decrease in gross profit as a percentage of sales can primarily be attributed to the lower sales volume this year providing a lower base to absorb fixed expenses.



  SG&A expenses for the sixnine months ended March 31,June  30, 2013 equaled $872,892,$1,190,719 a decrease of $19,815$83,282 or 2.2%6.5%, when compared to SG&A expenses of $892,707$1,274,001 for the sixnine months ended March 31,June  30, 2012. As a percentage of sales, SGA expenses increased to 63.3%57.1% for the sixnine months ended March 31,June  30, 2013 compared to 38.1%36.5% for the sixnine months ended March 31,June  30, 2012 primarily due to the lower sales volume this year when compared to the same period last year.


<PAGE>                                14

   The Company recorded a loss from operations of $538,425$590,544 for the sixnine months ended March 31,June  30, 2013 compared to a lossincome from operations of $51,881$968 for the sixnine months ended March 31,June  30, 2012. The decrease in operating income can primarily be attributed to the lower sales volume this year when compared to the same period last year.

  Other income for the sixnine months ended March 31,June  30, 2013 equaled $3,400,$4,979, a decrease of $21,246$21,694 when compared to other income of $24,646$26,673 for the sixnine months ended March 31,June  30, 2012. The decrease can be attributed to a $20,000 gain on the sale of a fixed asset last year.

  The (benefit) provision for income taxes equaled $0 for the sixnine months ended March 31,June  30, 2013 and March 31,June  30, 2012. We have not recognized any (benefit) provision for income taxes.  Any benefit for losses has been subject to a valuation allowance since the realization of the deferred tax benefit is not considered more likely than not.  As required by FASB ASC 740 (Prior Authoritative Literature: SFAS 109, Accounting for Income Taxes), the Company has evaluated the positive and negative evidence bearing upon the realization of its deferred tax assets. The Company has determined that, at this time, it is more likely than not that the Company will not realize all of the benefits of federal and state deferred tax assets, and, as a result, a valuation allowance was established.

<PAGE>                             13




 
Off-Balance Sheet Arrangements



  At March 31,June  30, 2013 and 2012, 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.






<PAGE>                                15

LIQUIDITY and CAPITAL RESOURCES
    
 March 31, 2013September 30, 2012 
    
Cash & cash equivalents$637,793$1,023,017 
Working capital$1,022,898$1,549,136 
Current ratio3.38 to 15.10 to 1 
Long-term debt$0$0 

    
            
   June  30, 2013September 30, 2012   
            
Cash & cash equivalents$409,697 $1,023,017   
Working capital$1,014,249 $1,549,136   
Current ratio4.34 to 15.10 to 1   
Long-term debt$0$0   

  Cash and cash equivalents decreased $385,224$613,320 to $637,793$409,697 at March 31,June  30, 2013 when compared to cash and cash equivalents of $1,023,017 at September 30, 2012. The decrease was a result of $310,759$538,831 in net cash used in operating activities primarily due to the net loss, $74,345 in net cash used for capital expenditures and $120$144 used to purchase treasury stock.

  The decrease in accounts receivable of $110,628$35,136 at March 31,June  30, 2013 when compared to September 30, 2012 can primarily be attributed to the decrease in sales for the month ended March 31,June  30, 2013 when compared to the month ended September 30, 2012.

  The increase in inventories of $47,814$63,931 at March 31,June  30, 2013 when compared to September 30, 2012 can be attributed to the addition of new products, prior purchase commitments and lower than expected sales orders.

  The increasedecrease in accounts payableaccrued compensated absences of $53,406$54,630 at March 31,June  30, 2013 when compared to September 30, 2012 can be attributed to approximately $28,000 worthaccrued vacation used during the nine months ended June 30, 2013. Due to the lower sales volume, the Company has been participating in the New York State Shared Work program which allows employers to reduce the hours of product catalogs received and mailedall or a particular group of employees. The employees whose hours are reduced can receive partial unemployment insurance benefits or elect to customers towards the end of March and the increase in inventories.

use accrued vacation.

  At March 31,June  30, 2013, the Company had unused aggregate lines of credit totaling $750,000 collateralized by all inventory, equipment and accounts receivable.

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


<PAGE>                                14

16

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, 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 2012 Annual Report and Form 10-K for the fiscal year ended September 30, 2012 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



  There has been no significant change in our exposures to market risk during the sixnine months ended March 31,June  30, 2013. For a detailed discussion of market risk, see our Annual Report on Form 10-K for the fiscal year ended September 30, 2012, Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk.






<PAGE>                                15

17

ITEM 4. CONTROLS AND PROCEDURES



EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES



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



CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING



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








<PAGE>                                16

18



                     PART II - OTHER INFORMATION



Item 1.  Legal Proceedings



         The State of New York Workers’ Compensation Board has commenced an action   

         against Microwave Filter Company, Inc. to recover for an underfunded self

         insured program that Microwave Filter Company, Inc. participated in.

         Due to the relatively short period of time Microwave Filter Company, Inc.

         participated in the program and the limited amount of potential exposure,

         we do not expect the resolution of this action will have a material adverse

         effect on our financial condition, results of operations or cash flows.

         The Company has accrued $12,000 for this action in other current liabilities.



Item 1A. Risk Factors



         Not applicable.



Item 2.  Changes in Securities



         None during this reporting period.



Item 3.  Defaults Upon Senior Securities



         The Company has no senior securities.


   
Item 4.  Mine Safety Disclosures


    
          Not applicable.



Item 5.  Other Information



         None. 



Item 6.  Exhibits



         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






   



<PAGE>                                17

19



    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.


  May 14,



   August  13, 2013           Carl F. Fahrenkrug

(Date)                              --------------------------

                                        Carl F. Fahrenkrug

                                        Chief Executive Officer

  May 14,


   August  13, 2013            Richard L. Jones

(Date)                               --------------------------

                                         Richard L. Jones

                                         Chief Financial Officer









<PAGE>                                18

20