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, 20182019

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]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 - 2,579,6802,579,238 shares as of August 1, 2018.2019.

MICROWAVE FILTER COMPANY, INC.

Form 10-Q

Index

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)Changes in Stockholders’ Equity

For the Nine Months Ended June 30, 2019

(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, 20182019

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, 2017,2018, 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 Companycompany 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 nine month period ended June 30, 20182019 are not necessarily indicative of the results that may be expected for the year ended September 30, 2018.2019. 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 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 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 $445,158$463,286 at June 30, 20182019 and September 30, 2017.2018. 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.

The Company follows FASB ASC 740-10, which 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 will include interest on income tax liabilities in interest expense and penalties in operations if such amounts arise. The Company determined it has no uncertain tax positions and therefore no amounts are recorded.

On December 22, 2017, There is no provision for Federal income taxes for the Tax Cutsthree and Jobs Act (the “Act”) was enacted, the Act which among other changes, reduces the Federal statutory corporatenine months ended June 30, 2019 and 2018 as net operating loss carryforwards were used to reduce taxable 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.zero.

Note 5. Legal Matters

None.

Note 6. Fair Value of Financial Instruments

The carrying value 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 note payable approximates is fair value.

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

Note 7. Significant Customers

Net sales to two significant customers represented 54.0% of the Company’s total sales for the nine months ended June 30, 2019 and net sales to two significant customer represented 42.1% of the Company’s total sales for the nine months ended June 30, 2018 and net sales to one significant customer represented 43.1% of the Company’s total sales for the nine months ended June 30, 2017.2018. A loss of one of these customers or programs related to these customers could significantly impact the Company.

Note 8. Notes Payable

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 total amount outstanding as of June 30, 20182019 and September 30, 20172018 was $282,562$232,044 and $318,998$270,172, respectively. Interest accrued as of June 30, 20182019 and September 30, 20172018 was $989$812 and $1,113,$946, respectively.

The Company has secured this Note by: (a) a Mortgage, Assignment of Rents, Security Agreement and Fixture Filing which creates a 1^st1st 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 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, 20182019 and 2017.2018. 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, 20182019 and 2017.2018.

Note 10. Recent Accounting Pronouncements

In February 2016, the FASB issued FASB ASU No. 2016-02,Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. For operating leases, a lessee is required to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the effect that the adoption of this ASU will have on its financial statements.

Note 11. Revenue Recognition

Revenue Recognition

Effective October 1, 2018, the Company adopted Accounting Standards Update 2015-14-(“ASU”) No. 2014-09,Revenue from Contracts with Customers (Topic 606): affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for, using the transfer of 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 that an entity should recognizemodified retrospective method. This update outlined a comprehensive new revenue recognition model designed 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 those goods or services. The guidance is applicablenew standard also requires additional quantitative and qualitative disclosures, as explained below. The adoption allows companies to annualapply the new revenue standard to reporting periods beginning after December 15, 2017, including interim reportingin the year the standard is first implemented, while prior 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 planscontinue to evaluate the applicability and impact ofbe reported in accordance with previous accounting guidance. Since the adoption of this standards update overAccounting Standards Codification (“ASC”) 606 did not have a significant impact on the coming year.recognition of revenue, the Company did not have an opening retained earnings adjustment or an effect on prior reported periods.

Pursuant to Topic 606, revenues are recognized upon the application of the following steps:

The Company accounts for a contract with a client when it has written approval, the contract (or customer sales order) is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection.

The Company allocates the transaction price to each performance obligation on a standalone selling price basis, as agreed-upon between the customer and the Company in the related customer sales order.

Revenue is recognized when the performance obligation has been satisfied: at the time products are shipped and title and risk of loss have passed to the customer, 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.

Product Warranty

The Company has established a warranty reserve which provides for the estimated cost of product returns based upon historical experience and any known conditions or circumstances. No revenues are recognized in connection with the performance of the warranty repair or fulfillment function. The warranty obligation is affected by product that does not meet specifications and performance requirements and any related costs of addressing such matters. Products must be returned within one year of the date of purchase. The warranty liability was insignificant at June 30, 2019 and September 30, 2018.

Disaggregation of Revenue

The following tables provide details of revenue by major products group:

MICROWAVE FILTER COMPANY, INC.

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, 20172018 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.

RevenuesEffective October 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), using the modified retrospective method. This update outlined a comprehensive new revenue recognition model designed 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 those goods or services. In general, 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. See Note 11 to the condensed consolidated financial statements.

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 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. Product 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, 20182019 vs. THREE MONTHS ENDED JUNE 30, 20172018

The following table sets forth the Company’s net sales by major product group for the three months ended June 30, 20182019 and 2017.2018.

Net sales for the three months ended June 30, 20182019 equaled $802,140$841,310, an increase of $99,492$39,170 or 14.2%4.9%, when compared to net sales of $702,648$802,140 for the three months ended June 30, 2017.2018.

MFC’s RF/Microwave product sales increased $19,519decreased $90,541 or 5%21.9% to $413,611$323,070 for the three months ended June 30, 20182019 when compared to RF/Microwave product sales of $394,092$413,611 during the same period last year. The Company’s RF/Microwave products are sold primarily to Original Equipment Manufacturers (OEM) that serve the mobile radio, commercial communications and defense electronics markets. Sales to one OEM customer increased $38,825decreased $51,225 to $323,725 during$272,500 for the three months ended June 30, 20182019, compared to sales of $284,900 during$323,725 for the same period last year.three months ended June 30, 2018. 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 $6,229increased $5,597 or 3%2.7% to $204,474$210,071 for the three months ended June 30, 20182019 when compared to Satellite product sales of $210,703$204,474 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 increased $44,565$32,847 or 78.3%32.4% to $101,467$134,314 for the three months ended June 30, 20182019 when compared to Cable TV product sales of $56,902$101,467 during the same period last year. The increase can primarily be attributed to sales to one customer. 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 increased $42,302 or 105%$91,267 to $82,588$173,855 for the three months ended June 30, 20182019 when compared to sales of $40,286$82,588 during the same period last year. The increase can primarily be attributed to an increase in sales to one 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 $2,621 to $80,072 for the three months ended June 30, 2018 compared to $82,693 for the same period last year.

MFC’s sales order backlog equaled $1,193,829$741,835 at June 30, 20182019 compared to sales order backlog of $463,727$1,193,829 at June 30, 2017. The increase in backlog can primarily be attributed to orders received from one OEM customer to be shipped over the next fifteen months.2018. 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 45%96.7% of the total sales order backlog at June 30, 20182019 is scheduled to ship by September 30, 2018.2019.

Gross profit for the three months ended June 30, 20182019 equaled $326,890,$331,874, an increase of $101,168$4,984 or 44.8%1.5%, when compared to gross profit of $225,722$326,890 for the three months ended June 30, 2017.2019. The increase in gross profit can primarily be attributed to the higher sales volume this year providing a higher base to absorb fixed expenses and lower direct material costs as a percentage of sales due primarily to product sales mix.increase in sales. As a percentage of sales, gross profit equaled 39.4% for the three months ended June 30, 2019 compared to 40.8% for the three months ended June 30, 2018 compared to 32.1% for the three months ended June 30, 2017.2018.

Selling, general and administrative (SGA) expenses for the three months ended June 30, 20182019 equaled $345,188, an increase$344,736, a decrease of $51,326$452 or 17.5%0.1%, when compared to SGA expenses of $293,862$345,188 for the three months ended June 30, 2017. The increase can be attributed to higher payroll expenses due to an increase in the number of hours worked versus workshare when compared to the same period last year. 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 Company also hired a sales professional during the beginning of April.2018. As a percentage of sales, SGA expenses equaled 43%decreased to 41.0% for the three months ended June 30, 2019 when compared to 43.0% for the three months ended June 30, 2018 comparedprimarily due to 41.8%the higher sales volume this year providing a higher base to absorb expenses.

The Company recorded a loss from operations of $12,682 for the three months ended June 30, 2017.

The Company recorded2019 compared to a loss from operations of $18,298 for the three months ended June 30, 2018 compared to a loss from operations of $68,140 for the three months ended June 30, 2017.2018. The improvement in operating income can primarily be attributed to the higher sales volume and higher gross profit this year when compared to the same period last year.

Other income (expense) was income of $389 for the three months ended June 30, 2019 compared to expense wasof $2,665 for the three months ended June 30, 2018 comparedprimarily due to interest expense of $2,658$2,722 offset by interest income of $2,416 and miscellaneous non-operating income of $695 for the three months ended June 30, 2017 primarily due to2019 and interest expense of $3,266 offset by interest income of $248 and miscellaneous non-operating income of $601$353 for the three months ended June 30, 2018 and interest expense of $3,813 offset by miscellaneous non-operating income of $1,155 for the three months ended June 30, 2017.2018. Other income generally consists of interest income, sales of scrap material, the forfeiture of non-refundable deposits and other incidental items.

The benefitprovision for income taxes equaled $0 for both the three months ended June 30, 20182019 and 2017.2018. 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.

NINE MONTHS ENDED JUNE 30, 20182019 vs. NINE MONTHS ENDED JUNE 30, 20172018

The following table sets forth the Company’s net sales by major product group for the nine months ended June 30, 20182019 and 2017.2018.

Net sales for the nine months ended June 30, 20182019 equaled $2,323,571,$2,746,029, an increase of $16,373$422,458 or 0.7%18.2%, when compared to net sales of $2,307,198$2,323,571 for the nine months ended June 30, 2017.2018.

MFC’s RF/Microwave product sales decreased $374,704increased $165,632 or 28.3%17.4% to $950,099,$1,115,731 for the nine months ended June 30, 20182019 when compared to RF/Microwave product sales of $1,324,803$950,099 during the same period last year. MFC’s RF/Microwave products are sold primarily to OEMs that serve the mobile radio, commercial communications and defense electronics markets. Sales to one OEM customer decreased $262,880increased $221,075 to $731,450 during$952,525 for the nine months ended June 30, 20182019 compared to sales of $994,330 during$731,450 for the same period last year.nine months ended June 30, 2018. 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 increased $310,233decreased $245,015 or 54.7%27.9% to $877,520$632,505 for the nine months ended June 30, 20182019 when compared to satellite product sales of $567,287$877,520 during the same period last year. The decrease in sales can primarily be attributed to a decrease in sales to one customer.

MFC’s Cable TV product sales increased $114,697 or 46.5% to $361,551 for the nine months ended June 30, 2019 when compared to Cable TV product sales of $246,854 during the same period last year. The increase in sales can primarily be attributed to the sales of a new product developed forto 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 equaled $247,875 for the nine months ended June 30, 2018 compared to $33,810 for the nine months ended June 30, 2017. Management expects sales of this product to continue but is unable to predict demand at this time.

MFC’s Cable TV product sales increased $976 or 0.4% to $246,854 for the nine months ended June 30, 2018 compared to Cable TV product sales of $245,878 during the same period last year.customer. 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 increased $79,124 or 47.9%$391,897 to $244,261$636,158 for the nine months ended June 30, 20182019 when compared to sales of $165,137$244,261 during the same period last year. The increase in sales can primarily be attributed to an increase in sales to one 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 $23,576 to $232,239 for the nine months ended June 30, 2018 compared to $255,815 for the same period last year.

MFC’s sales order backlog equaled $1,193,829$741,835 at June 30, 20182019 compared to sales order backlog of $463,727$1,193,829 at June 30, 2017. The increase in backlog can primarily be attributed to orders received from one OEM customer to be shipped over the next fifteen months.2018. 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 45%96.7% of the total sales order backlog at June 30, 20182019 is scheduled to ship by September 30, 2018.2019.

Gross profit for the nine months ended June 30, 20182019 equaled $877,066,$1,126,919, an increase of $129,533$249,853 or 17.3%28.5%, when compared to gross profit of $747,533 during$877,066 for the nine months ended June 30, 2017.2018. The increase can primarily be attributed to the increase in sales. As a percentage of sales, gross profit equaled 41.0% for the nine months ended June 30, 2019 compared to 37.7% for the nine months ended June 30, 2018. The increase in gross profit as a percentage of sales can primarily be attributed the higher sales volume providing a higher base to lower direct material costs as a percentage of sales primarily due to product sales mix and lower payroll and payroll related expenses due to a reduction in head count in production labor and production support positions due to retirement and employee turnover with the positions not immediately filled. As a percentage of sales, gross profit equaled 37.7% for the nine months ended June 30, 2018 compared to 32.4% for the nine months ended June 30, 2017.absorb overhead expenses.

SG&A expenses for the nine months ended June 30, 20182019 equaled $1,005,301$1,113,767, an increase of $51,816 or 5.4%,$108,466, when compared to SG&A expenses of $953,485 during$1,005,301 for the nine months ended June 30, 2017.2018. The increase can primarily be attributed to increases inhigher payroll expenses.and payroll related expenses due primarily to the hiring of two sales professionals. As a percentage of sales, SGA expenses increaseddecreased to 40.6% for the nine months ended June 30, 2019 compared to 43.3% for the nine months ended June 30, 2018 due primarily to the higher sales volume this year when compared to 41.3%the same period last year.

The Company recorded income from operations of $13,152 for the nine months ended June 30, 2017.

The Company recorded2019 compared to a loss from operations of $128,235 for the nine months ended June 30, 2018 compared to a loss from operations of $205,952 for the nine months ended June 30, 2017.2018. The improvement can primarily be attributed to the higher gross profitsales volume this year when compared to the same period last year.

Other expense was $569 for the nine months ended June 30, 2019 compared to $6,461 for the nine months ended June 30, 2018 comparedprimarily due to interest expense of $8,422$8,511 offset by interest income of $5,418 and miscellaneous non-operating income of $2,524 for the nine months ended June 30, 2017 primarily due to2019 and interest expense of $10,209 offset by interest income of $920 and miscellaneous non-operating income of $3,748$2,828 and for the nine months ended June 30, 2018 and interest expense of $11,831 offset by miscellaneous non-operating income of $3,409 for the nine months ended June 30, 2017.2018. Other income generally consists of interest income, sales of scrap material, the forfeiture of non-refundable deposits and other incidental items.

The provision for income taxes equaled $50 for the nine months ended June 30, 20182019 and $0 for the nine months ended June 30, 2017.2018. 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, 20182019 and 2017,2018, 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 $117,886$136,078 to $550,054$537,967 at June 30, 20182019 when compared to cash and cash equivalents of $667,940$674,045 at September 30, 2017.2018. The decrease was a result of $74,099$36,404 in net cash used in operating activities, $7,348$61,320 in net cash used for capital expenditures, $36,436$38,128 in net cash used for repayment of a note payable and $3$226 used to purchase treasury stock.

Net cash provided byused in operating activities can fluctuate between periods as a result of differences in net income (loss), the timing of the collection of accounts receivable, purchase of inventory and payment of accounts payable.

The $74,099increase in net cash used in operating activitiesinventories of $118,424 when compared to September 30, 2018 can primarily be attributed to customer scheduled deliveries. $717,585 of backlog is scheduled to ship during the net lossfourth quarter.

The $61,320 in fixed asset purchases consisted of $134,746 net$54,900 to replace part of depreciation expense of $54,375.the roof and $4,575 used to purchase computer software and $1,845 to purchase computer 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.

The Company plans on spending approximately $55,000 over the next four months on plant improvements.

Management believes that its working capital requirements for at least the forseeable futurenext twelve months will be met by its existing cash balances, future cash flows from 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 20172018 Annual Report and Form 10-K for the fiscal year ended September 30, 20172018 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.

None.

Item 1A. Risk Factors

Not applicable.

Not applicable.

Item 2. Changes in Securities

None.

None during the three months ended June 30, 2018.

Item 3. Defaults Upon Senior Securities

The Company has no senior securities.

Item 4. Mine Safety Disclosures

Not applicable.

None.

a. Exhibits

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

a. Exhibits

31.1 Section 13a-14(a)/15d-14(a) Certification of Paul W. Mears

31.2 Section 13a-14(a)/15d-14(a) Certification of Richard L. Jones

32.1 Section 1350 Certification of Paul W. Mears and Richard L. Jones

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.