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 June 30,December 31, 2017

Commission file number 0-10976

MICROWAVE FILTER COMPANY, INC.

(Exact name of registrant as specified in its charter.)

(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 - 2,579,9282,579,684 shares as of AugustFebruary 1, 2017.2018.

MICROWAVE FILTER COMPANY, INC.

Form 10-Q

Index

Part I Financial Information

Microwave Filter Company and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

See Accompanying Notes to Condensed Consolidated Financial Statements

Microwave Filter Company and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

See Accompanying Notes to Condensed Consolidated Financial Statements

Microwave Filter Company and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

See Accompanying Notes to Condensed Consolidated Financial Statements

MICROWAVE FILTER COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30,DECEMBER 31, 2017

Note 1. Summary of Significant Accounting Policies

In these notes, the terms “MFC” and “Company” mean Microwave Filter Company, Inc. and its subsidiary companies.

The following condensed balance sheet as of September 30, 2016,2017, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the company believes that the disclosures made are adequate to make the information not misleading. 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 ninethree month period ended June 30,December 31, 2017 are not necessarily indicative of the results that may be expected for the year ended September 30, 2017. For further information, refer to the consolidated2018. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10K for the year ended September 30, 2016.latest shareholders’ annual report (Form 10-K).

Note 2. Industry Segment Data

The Company’s primary business segment involves the operations of Microwave Filter Company, Inc. 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.net realizable value. Net realizable value is determined as the estimated selling price in the normal course of business, minus the cost of completion, disposal and transportation.

Inventories net of the reserve for obsolescence consisted of the following:

The Company’s reserve for obsolescence equaled $435,528$445,158 at June 30,December 31, 2017 and September 30, 2016.2017. The Company provides for a valuation reserve for certain inventory that is deemed to be obsolete, of excess quantity or otherwise impaired.

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 net deferred tax assets.

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 positionpositions 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.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted, the Act which among other changes, reduces the Federal statutory corporate income tax rate from 35% to 21% effective January 1, 2018. Based on the provisions of the Act, the Company remeasured their net deferred tax assets applying the new lower income tax rates to the Company’s net long term deferred tax assets. As stated above, the Company has provided a full valuation allowance against its net deferred tax assets. The actual impact of the Act may differ due to changes in interpretations, assumptions and the issuance of additional guidance.

Note 5. Legal Matters

None.

Note 6. Fair Value of Financial Instruments

The carrying valuesvalue of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of those instruments. The carrying value of the Company’s notes payable approximates its fair value.

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

Note 7. Significant Customers

SalesNet sales to one Original Equipment Manufacturer (“OEM”) customertwo significant customers represented 43.1%38.5% of the Company’s total sales for the ninethree months ended June 30,December 31, 2017 and 28.0%net sales to one significant customer represented 42.7% of the Company’s total sales for the ninethree months ended June 30,December 31, 2016. This one customer represented 28.1%, 32.8% and 24.7% of total sales for the fiscal years ending September 30, 2016, 2015 and 2014, respectively. These sales are in connection with a multiyear program in which the Company is a subcontractor. A loss of this customerone of these customers or programs related to this customerthese customers could materiallysignificantly impact the Company.

Note 8. Notes Payable

On July 2, 2013, Microwave Filterthe Company Inc. (the “Company”) entered into a Ten Year Term Loan with KeyBank National Association in the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00). The amount of all advances outstanding together with accrued interest thereon shall be due and payable on July 2, 2023 (“Maturity”). The Company shall pay interest on the outstanding principal balance of this Note at the rate per annum equal to 4.5%. The net proceeds from the Term Loan will be available to provide working capital as needed. The total amount outstanding as of June 30,December 31, 2017 and September 30, 20162017 was $330,831$306,990 and $365,650$318,998 respectively. Interest accrued as of June 30,December 31, 2017 and September 30, 20162017 was $1,158$1,113 and $1,280,$1,116 respectively.

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

Note 9. Earnings Per Share

The Company presents basic earnings per share (“EPS”), computed based on the weighted average number of common shares outstanding for the period, and when applicable diluted EPS, which gives the effect to all dilutive potential shares outstanding (i.e. options) during the period after restatement for any stock dividends. There were no dividends declared during the quarters ended June 30,December 31, 2017 and 2016. Income (loss) used in the EPS calculation is net income (loss) for each period. There were no dilutive potential shares outstanding for the periods ended June 30,December 31, 2017 and 2016.

Note 10. Recent Accounting Pronouncements

Management has reviewed the most recent accounting pronouncements issued by the various authoritative standard setting bodies:

Update 2015-11-2015-14-InventoryRevenue from Contracts with Customers (Topic 330)606): Simplifyingaffects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the Measurementtransfer of Inventory,nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). The core principle of the guidance is effectivethat an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for fiscal yearsthose goods or services. The guidance is applicable to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Management plans to evaluate the applicability and impact of the adoption of this standards update over the coming year.

Update 2015-17- Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes addresses the requirement to reclassify all current deferred income tax assets and liabilities on the balance sheet as non-current assets and liabilities, and is effective retrospectively for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those fiscal years. Underannual periods. The Company has adopted this standard in the new standard, businesses that useperiod ended December 31, 2017. As explained in Note 4, the first-in, first-out (FIFO) or average cost method are required to measure inventory atCompany has provided a full valuation allowance against its deferred tax assets, and thus there is no impact from the loweradoption of cost or net realizable value (“NRV”), as defined, instead of at the lower of cost or market value. Management feels thethis updated standard to be adoptedin the current year or on a prospective basis, would not represent a material impact to the Company’s financial statements.balance sheet of any of the periods presented.

MICROWAVE FILTER COMPANY, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview

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. 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, warranty reserves and taxes. Note 1 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 20162017 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.net realizable value. Net realizable value is determined as the estimated selling price in the normal course of business, minus the cost of completion, disposal and transportation. 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. The warranty obligation is affected by product that does not meet specifications and performance requirements and any related costs of addressing such matters. ProductProducts must be returned within one year of the date of purchase.

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 net deferred tax assets.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30,DECEMBER 31, 2017 vs. THREE MONTHS ENDED JUNE 30,DECEMBER 31, 2016

The following table sets forth the Company’s net sales by major product group for the three months ended June 30,December 31, 2017 and 2016.

Net sales for the three months ended June 30,December 31, 2017 equaled $702,648, a decrease$786,916, an increase of $225,988$7,542 or 24.3%1.0%, when compared to net sales of $928,636$779,374 for the three months ended June 30,December 31, 2016.

MFC’sMFC’s Satellite product sales increased $197,253 or 121.4% to $359,690 for the three months ended December 31, 2017 when compared to Satellite product sales of $162,437 during the same period last year. The increase in sales can primarily be attributed to sales of a new product which was developed for one customer and an increase in demand for the Company’s filters which suppress strong out-of-band interference caused by military and civilian radar systems and other sources. Sales to this one customer represented 12.6% of sales for the quarter ended December 31, 2017. Based on forecasts, management believes sales of this recently developed product to this customer will continue.

MFC’s RF/Microwave product sales decreased $51,013$209,075 or 11.5%46.6% to $394,092$239,969 for the three months ended June 30,December 31, 2017 when compared to RF/Microwave product sales of $445,105$449,044 during the same period last year. The decrease in sales can primarily be attributed to a decrease in sales to the U.S. Government. Sales to the U.S. Government equaled $0 for the three months ended June 30, 2017 compared to $89,250 during the same period last year. The Company’sMFC’s RF/Microwave products are sold primarily to the U.S. Government and Original Equipment Manufacturers (OEM) that serve the mobile radio, commercial communications and defense electronics markets. Sales to one OEM customer increased $76,210decreased $129,380 to $284,900,$203,425 or 40.5%25.9% of total sales for the three months ended June 30,December 31, 2017 compared to sales of $208,690$332,805 or 22.5%42.7% of total sales for the three months ended June 30,December 31, 2016. These sales are in connection with a multiyear program in which the Company is a subcontractor. 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. Over the last year, MFC, in conjunction with various OEM’s, has developed and supplied prototypes as well as small production runs in support of new programs being introduced to the marketplace. It is our belief that a continuation of this effort will help increase sales as well as reinforcing MFC’s position as a quality manufacturer of RF filters and assemblies.

MFC’s Satellite product sales decreased $99,356 or 32.0% to $210,703 for the three months ended June 30, 2017 when compared to Satellite product sales of $310,059 during the same period last year. The decrease in sales 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. Despite the decrease in sales, management expects demand for these types of filters to continue with the proliferation of earth stations world-wide and increased sources of interference.

MFC’s Cable TV product sales decreased $43,761 or 43.5% to $56,902 for the three months ended June 30, 2017 when compared to Cable TV product sales of $100,663 during the same period last year. The decrease in sales can primarily be attributed to a decrease in sales from one customer with specific cable applications last year. Management continues to project flat or a decrease in demand for standard 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 are required. The Company has developed filters for digital television and there will still be requirements for analog filters for limited applications in commercial and private cable systems.

MFC’s Broadcast TV/Wireless Cable product sales decreased $31,551 or 43.9% to $40,286 for the three months ended June 30, 2017 when compared to sales of $71,837 during the same period last year. The decrease can primarily be attributed a decrease in sales to one international customer. The Company has developed new products for this market and is hopeful that sales will increase in the future.

The Company’s international sales decreased $182,027 to $82,693 for the three months ended June 30, 2017 compared to $264,720 for the same period last year. The decrease can primarily be attributed to decreases in demand for the Company’s satellite and broadcast products.

MFC’s sales order backlog equaled $463,727 at June 30, 2017 compared to sales order backlog of $521,254 at June 30, 2016. However, backlogorders with this customer 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. Approximately 54% of the total sales order backlog at June 30, 2017$902,675 and is scheduled to ship by September 30, 2017.

Gross profit forover the three months ended June 30, 2017 equaled $225,722, a decrease of $116,659 or 34.1%, when compared to gross profit of $342,381 for the three months ended June 30, 2016. The 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 32.1% for the three months ended June 30, 2017 compared to 36.9% for the three months ended June 30, 2016. The decrease in gross profit as a percentage of sales can primarily be attributed to higher direct material costs as a percentage of sales due to product sales mix.

Selling, general and administrative (SGA) expenses for the three months ended June 30, 2017 equaled $293,862, a decrease of $23,955 or 7.5%, when compared to SGA expenses of $317,817 for the three months ended June 30, 2016. The decrease can primarily be attributed to decreases in 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. The decrease in payroll costs was partially offset by an increase in advertising and promotional expenses. A proactive marketing effort is continuing in an effort to increase market share. As a percentage of sales, SGA expenses equaled 41.8% for the three months ended June 30, 2017 when compared to 34.2% for the three months ended June 30, 2016 primarily due to the lower sales volume this year providing a lower base to absorb expenses.

The Company recorded a loss from operations of $68,140 for the three months ended June 30, 2017 compared to income from operations of $24,564 for the three months ended June 30, 2016. 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 expense was $2,658 for the three months ended June 30, 2017 compared to expense of $2,145 for the three months ended June 30, 2016 primarily due to interest expense of $3,813 offset by miscellaneous non-operating income of $1,155 for the three months ended June 30, 2017 and interest expense of $4,333 offset by miscellaneous non-operating income of $2,188 for the three months ended June 30, 2016. Other income generally consists of interest income, sales of scrap material, the forfeiture of non-refundable deposits and other incidental items.

The benefit for income taxes equaled $0 for the three months ended June 30, 2017 and 2016. Any benefit for losses has been subject to a valuation allowance since the realization of the deferred tax benefit is not considered more likely than not. As required by FASB ASC 740, the Company has evaluated the positive and negative evidence bearing upon the realization of its deferred tax assets. The Company has determined that, at this time, it is more likely than not that the Company will not realize all of the benefits of federal and state deferred tax assets, and, as a result, a valuation allowance was established.

NINE MONTHS ENDED JUNE 30, 2017 vs. NINE MONTHS ENDED JUNE 30, 2016

The following table sets forth the Company’s net sales by major product group for the nine months ended June 30, 2017 and 2016.

Net sales for the nine months ended June 30, 2017 equaled $2,307,198, a decrease of $494,838 or 17.7%, when compared to net sales of $2,802,036 for the nine months ended June 30, 2016.

MFC’s RF/Microwave product sales increased $79,641 or 6.4% to $1,324,803 for the nine months ended June 30, 2017 when compared to RF/Microwave product sales of $1,245,162 during the same period last year. MFC’s RF/Microwave products are sold primarily to the U. S. Government and OEMs that serve the mobile radio, commercial communications and defense electronics markets. Sales to one OEM customer increased $209,090 to $994,330, or 43.1% of total sales for the nine months ended June 30, 2017, compared to sales of $785,240 or 28.0% of total sales for the nine months ended June 30, 2016. These sales are in connection with a multiyear program in which the Company is a subcontractor.next twelve months. Sales to the U.S. Government decreased $88,355$26,475 to $31,495 for$4,750 during the ninethree months ended June 30,December 31, 2017 compared to $119,850sales of $31,496 during the same period last year. The Company continues to invest in production engineering and infrastructure development to penetrate OEM market segments as they become popular. MFC is concentrating its technical resources and product development efforts toward potential high volume customers as part of a concentrated effort to provide substantial long-term growth. Over the last year, MFC, in conjunction with various OEM’s, has developed and supplied prototypes as well as small production runs in support of new programs being introduced to the marketplace. It is our belief that a continuation of this effort will help increase sales as well as reinforcing MFC’s position as a quality manufacturer of RF filters and assemblies.

MFC’s Cable TV product sales decreased $171,262$45,026 or 41.1%36.4% to $245,878$78,576 for the ninethree months ended June 30,December 31, 2017 when compared to Cable TV product sales of $417,170$123,602 during the same period last year. The decrease in sales can primarily be attributed a decrease in salesto an order received last year from two customersone customer with specific cable applications last year.applications. Management continues to project flat or a decrease in demand for standard 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 arewill be required. The Company has developed filters for digital television and there will still be requirements for analog filters for limited applications in commercial and private cable systems.

MFC’s Broadcast TV/Wireless Cable product sales decreased $83,217increased $61,121 or 33.5%142.5% to $165,137$104,026 for the ninethree months ended June 30,December 31, 2017 when compared to sales of $248,354$42,905 during the same period last year. The decreaseincrease in sales can primarily be attributed to a decreasethe UHF band relocation that has resulted in saleschannel reassignments for hundreds of wireless diplexers which were soldTV stations across the country. New equipment including filters and combining systems are needed to one international customer last year.help facilitate the changeover.

The Company’s international sales decreased $378,895 to $255,337equaled $60,376 for the ninethree months ended June 30,December 31, 2017 when compared to $634,232 forinternational sales of $58,130 during the same period last year. The decrease can primarily be attributed to decreases in demand for the Company’s satellite and broadcast products.

MFC’s sales order backlog equaled $463,727$1,042,517 at June 30,December 31, 2017 compared to sales order backlog of $521,254$709,156 at June 30,December 31, 2016. However, backlog is not necessarily indicative of future sales. Accordingly, the Company does not believe that its backlog as of any particular date is representative of actual sales for any succeeding period. Approximately 54%91.8% of the total sales order backlog at June 30,December 31, 2017 is scheduled to ship by September 30, 2017.2018.

Gross profit for the ninethree months ended June 30,December 31, 2017 equaled $747,533, a decrease$288,374, an increase of $305,855$39,273 or 29.0%15.8%, when compared to gross profit of $1,053,388$249,101 for the ninethree months ended June 30,December 31, 2016. As a percentage of sales, gross profit equaled 36.6% for the three months ended December 31, 2017 compared to 32.0% for the three months ended December 31, 2016. The decreaseincrease in gross profit as a percentage of sales can primarily be attributed to lower direct material costs primarily due to product sales mix and lower payroll and payroll related expenses due to a reduction in headcount in production labor and production support positions due to retirement and employee turnover with the positions not immediately filled.

Selling, general and administrative (SGA) expenses for the three months ended December 31, 2017 equaled $326,502, a decrease of $12,249 or 3.6%, when compared to SGA expenses of $338,751 for the three months ended December 31, 2016. The decrease can primarily be attributed to lower sales volume this yearpayroll and payroll related expenses during the three months ended December 31, 2017 when compared to the same period last year. As a percentage of sales, gross profitSGA expenses equaled 32.4%41.5% for the ninethree months ended June 30,December 31, 2017 compared to 37.6%43.5% for the ninethree months ended June 30, 2016. The decrease canDecember 31, 2016 primarily be attributed to higher direct material costs as a percentage of sales due primarily to product sales mix and the lower sales volume this year when compared to the same period last year providing a lower base to absorb overhead expenses.

SG&A expenses for the nine months ended June 30, 2017 equaled $953,485, a decrease of $75,853 or 7.4%, when compared to SG&A expenses of $1,029,338 for the nine months ended June 30, 2016. The decrease can primarily be attributed to decreases in 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. The decrease in payroll costs was partially offset by an increase in advertising and promotional expenses. A proactive marketing effort is continuing in an effort to increase market share. As a percentage of sales, SGA expenses increased to 41.3 % for the nine months ended June 30, 2017 compared to 36.7% for the nine months ended June 30, 2016 due primarily to the lower sales volumeSGA expenses this year when compared to the same period last year.

The Company recorded a loss from operations of $205,952$38,128 for the ninethree months ended June 30,December 31, 2017 compared to incomea loss from operations of $24,050$89,650 for the ninethree months ended June 30,December 31, 2016. The lossimprovement can primarily be attributed to the higher gross profit and lower sales volumeSGA expenses this year when compared to the same period last year.

Other expense was $8,422 for the ninethree months ended June 30,December 31, 2017 was $2,679 compared to other expense of $8,229$3,549 for the ninefor the three months ended June 30,December 31, 2016 primarily due to interest expense of $11,831$3,580 offset by miscellaneous non-operating income of $3,409$901 for the ninethree months ended June 30,December 31, 2017 and interest expense of $13,429$4,120 offset by miscellaneous non-operating income of $5,200$571 for the ninethree months ended June 30,December 31, 2016. OtherMiscellaneous non-operating income generally consists of interest income, sales of scrap material and the forfeiture of non-refundable deposits and other incidental items.

The benefit for income taxes equaled $0 for the ninethree months ended June 30,December 31, 2017 and a benefit of $3,000 for the nine months ended June 30,December 31, 2016. TheWe have not recognized any benefit for the nine months ended June 30, 2016 can be attributed to a prior year’s federal refund.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, 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. See Notes 1 and 4.

Off-Balance Sheet Arrangements

At June 30,December 31, 2017 and 2016, 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

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

Cash and cash equivalents decreased $240,491$13,715 to $682,626$654,225 at June 30,December 31, 2017 when compared to cash and cash equivalents of $923,117$667,940 at September 30, 2016.2017. The decrease was a result of $148,675$1,707 in net cash used in operating activities $56,335 in net cash used for capital expenditures, $34,819and $12,008 in net cash used for repayment of a note payable and $662 used to purchase treasury stock.payable.

Net cash provided by operating activities can fluctuate between periods as a result of differences in net income, the timing of the collection of accounts receivable, purchase of inventory and payment of accounts payable. The $148,675 in net cash used in operating activities can primarily be attributed the net loss of $214,374 net of depreciation expense of $60,495. The decrease of $43,841 in accounts receivable at June 30, 2017 when compared to September 30, 2016 can primarily be attributed to the timing of shipments and collections. The decrease of $38,783 in accrued compensated absences at June 30, 2017 when compared to September 30, 2016 can primarily be attributed to employees electing to use accrued vacation to cover time off.

The capital expenditures of $56,335 consisted primarily of computer hardware and production equipment.

On July 2, 2013, Microwave Filterthe Company Inc. 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 at least the forseeable futurenext twelve months will be met by its existing cash balances, and future cash flows from operations.operations and its current credit arrangements.

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 20162017 Annual Report and Form 10-K for the fiscal year ended September 30, 20162017 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

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

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Management’s responsibility includes establishing and maintaining adequate internal control over financial reporting. 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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not applicable.

Item 2. Changes in Securities

None during the three months ended June 30, 2017.None.

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

Signatures

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.