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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
FORM 10-K
(Mark one)
_X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended________September 30, 2000_____________________________
OR
__TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from____________to____________________________________
Commission file number__________________0-10976_________________________________
_______________________________Microwave Filter Company, Inc____________________
(Exact name of registrant as specified in its charter)
__________New York__________________________16-0928443__________________________
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
_____6743 Kinne Street, East Syracuse, NY________13057_________________________
(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code____(315) 438-4700_____________
Securities registered pursuant to Section 12(b) of the Act:_____None____________
Securities registered pursuant to Section 12(g) of the Act:
_________________________Common stock, par value $.10 per share_________________
Title of class
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.__
1
The aggregate market value of the voting stock held by non-affiliates of the
registrant at the close of business on December 1, 2000 was $3,468,249.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares of common stock outstanding at December 1, 2000: 3,088,186
Documents incorporated by reference: None.
PART I
ITEM 1. BUSINESS.
GENERAL DEVELOPMENT OF BUSINESS
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Microwave Filter Company, Inc. (hereinafter referred to as MFC) was
incorporated in New York State on September 26, 1967. MFC is the successor of
Microwave Filter Company which was founded in April of 1967.
On July 1, 1990, MFC acquired Niagara Scientific, Inc. (hereinafter referred
to as NSI.)
MFC and its subsidiaries are sometimes referred to collectively as the
"Company."
NARRATIVE DESCRIPTION OF BUSINESS
- ----------------------------------
Microwave Filter Company, Inc. (MFC)
Established in 1967 in East Syracuse, New York, MFC occupies a modern 40,000
square foot facility with an impressive complement of analytical and design
software, test instrumentation, prototype and manufacturing equipment to create
passive filters, components and sub systems in the frequency range of 10 MHz to
50 GHz.
MFC manufactures filters for eliminating interference and signal processing
for such markets as Cable Television, Broadcast, Mobile Communications,
Avionics, Radar, Navigation and Defense Electronics. The Company designs
waveguide, stripline/ microstrip, transmission line, miniature/subminiature
and lumped constant filters in such filter styles as: bandpass, highpass,
lowpass, bandstop, multiplexers, tunable notch, tunable bandpass, high power
filters, filter networks, amplitude equalized and delay equalized. The Company
actively produces over 1,700 standard products and has designed more than 5,000
custom products for specialized applications.
A quality plan is developed for each incoming order. Working as a team,
engineers, designers, fabricators and technicians identify any potential design
or manufacturing challenges before the project begins. With a quality plan,
design to shipping time is reduced due to careful resource planning.
The manufacturing facility includes a state-of-the-art CAD-CAM system, a test
department with automated network analyzers to 50 GHz, a high capacity conveyor
soldering oven, a fully compliant finishing operation and a TQM/ISO9000 based
quality assurance program to insure the intrinsic quality of the products
produced.
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Efficient simulation, design and analysis software enhanced by proprietary
MFC developed software, allow rapid and accurate filter development at
reasonable cost. Automated network analyzers provide rigorous product testing
and performance data storage on a serial number basis.
A network based CAD-CAM system allows the transfer of data and programs to
the CNC turning and milling centers for fabrication of machined parts.
Prototype PC boards are similarly produced by computer controlled PC board
mills.
A Grieve high capacity conveyor soldering oven is used for production of
large quantity assemblies while smaller production quantities are assembled at
hand soldering or brazing stations.
ISO-9000 contract and design review procedures coupled with a QA department
that is compliant with MIL-I-45208 inspection systems and MIL-STD-45622
calibration system standards assures process and product integrity. A
certified staff instructor regularly trains associates to MIL-STD-2000A (now
superceded by J-STD-001.)
Other in-house testing facilities include three environmental chambers
capable of testing products for temperatures of -0 to 200 degrees Celsius and
humidity up to 100 percent. Several high power amplifiers are available for
power tests up to 2500 watts at 220 MHz and 100 watts at 1,000 MHz. An
automated in-house anechoic chamber provides antenna pattern measurement
capability in the 2 to 8 GHz frequency range. Facilities are also available
for salt spray, sand and dust, shock and vibration, RFI leakage and altitude
testing.
Niagara Scientific, Inc. (NSI)
- ------------------------------
NSI manufactures material handling equipment for suppliers of consumer goods.
Such suppliers would include food processors or any other manufacturer of
packaged consumer products that need to be moved into shipping cartons at a
certain rate of speed.
The Schroeder Machines Division (SMD), in existence for over 50 years, is a
division of Niagara Scientific. SMD manufactures a number of case packing
solutions but is most noted for its Quadnumatic. The Quadnumatic is an
automatic case packing machine that performs all the functions of collating,
case forming, loading and sealing products into their shipping cartons at
packing speeds ranging from 12 to 30 cases per minute.
Other products offered by Schroeder include a servo pick-and-place machine
for top loading packaging applications and a case erector/bottom taping
machine for customers who still hand pack or need to add a case former to an
existing case packing machine.
With robotics becoming more prevalent in the handling of food,
pharmaceuticals and other large volume consumer products, SMD has become a
systems integrator for Staubli of Switzerland and Adept Technology, Inc. of
San Jose, CA. Both companies manufacture robot systems for high-speed assembly
and packaging operations. This added capability has allowed Schroeder to serve
its customer base with the most up-to-date technology.
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MARKETS
- -------
Microwave Filter Company, Inc. (MFC)
- ------------------------------------
Cable Television (CATV) - MFC serves this market principally with three
product groups. One popular area includes standard and custom filters used at
the headend to process signals and remove interference. A very popular
application involves removing or re-routing channels to organize programming
line-ups.
A family of trap filters, "Fastrap," is used by cable operators to restrict
or permit the viewing of pay per view or other premium programming. The traps
can be ordered in small and large quantities, are 100% inspected and delivered
overnight.
Since all operators initially receive programming via satellite, products
from our satellite market cross over into cable television. C-band satellite
receive systems are prone to various types of terrestrial interference which
are curable in many cases by applying filters.
Cable television is establishing a place for itself in the afterglow of the
Telecommunications Act of 1996. This important federal legislation removed
restrictions from telephone companies offering video services and from cable
companies offering telephone service. Its purpose was to increase competition
among those service providers. A result of this legislation has been the
convergence of several industries such as the acquisition of TCI, the largest
US cable television company, by AT&T. Though it may appear as though this
legislation has encouraged monopoly, instead it has offered companies the
ability to combine resources and acquire capital for new projects. In recent
years, the demand for fast and varied data services has greatly increased. The
next few years will see these converged companies working towards delivering
consumers the high-speed voice and data services they demand.
Broadcast - Several areas of broadcast are served by Microwave Filter
Company with the most active being Wireless Cable.
Wireless Cable is a video delivery service that has attempted to compete with
cable television throughout this decade with limited success. This service
delivers programming over-the-air using microwave frequencies. Television
programming is received via a small rooftop antenna. The signals are then down
converted for reception by the television set. At the home, the equipment looks
the same as that supplied by a cable television company with the exception of
the rooftop antenna.
Forces that worked against the success of this market were limited financial
sources, access to programming, channel limitations and regulatory obstacles.
While some of these obstacles were overturned, the industry struggled for
financial backing. Unfortunately with modest finances, business plans could
not be met. Nor was it possible to invest in new technology necessary to offer
new services now being demanded by the public. Despite its problems, Wireless
Cable is a viable technology for fast two-way data delivery and telephony.
Interest in this technology is still keen. Over the last two years, several
telephone companies have been acquiring Wireless Cable systems because of
their potential in delivering high speed data. It is also a viable technology
in international markets that lack the infrastructure for cable television
delivery. The hope is that this market will rebound domestically with the help
of the telephone companies.
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The most significant product sold to this market is our channel combiner used
at the broadcast site to reduce tower costs. By combining channels at the
transmitter, additional expensive coaxial or waveguide runs up the tower
become unnecessary.
MFC offers the widest selection of channel combiners to meet a variety of
system specifications. Combiners in different configurations and constructed
of different materials offer the operator better or best options depending on
budget or other system requirements.
Another area which is predicted to revive Wireless Cable is LMDS,
frequencies between 28 and 31 GHz which have been designated for fixed
wireless broadband services. Canada has been leading the way in the
development of this market by rolling out voice and high speed internet
access. In the US, the FCC has also been auctioning off frequencies over the
last two years. Several systems utilizing this technology have also been
launched in numerous overseas markets. LMDS essentially uses the same
operating equipment as Wireless Cable providers. Microwave Filter Company
sells a notch and bandpass filter series to remove interference at the
transmitter to this market.
LPTV - Low Power Television or LPTV is an option in the U.S. as a
multichannel subscription television service. A system similar to Wireless
Cable can be configured to deliver channels of programming to areas
where off air signals cannot be received. The only difference between both
services is broadcast frequency and the type of antenna located at the
subscriber's home. An LPTV receive antenna would look like any other off air
broadcast antenna in contrast to the microwave antenna used for Wireless
Cable. LPTV frequencies are easier to obtain and there are more LPTV than
Wireless channels available. In fact, due to the limited number of Wireless
Cable frequencies, Wireless Cable operators are using a combination of Wireless
and LPTV frequencies to increase the number of channels offered to their
subscribers. As a broadcaster, LPTV differs from traditional television only
in broadcast power. With lower broadcast power, the service has a smaller
reception area than high power broadcast stations.
Microwave Filter Company provides channel combiners and interference filters
for this industry. The channel combiners are used to group channels and
eliminate additional coaxial runs to the broadcast tower. Filters are also
used in broadcast equipment to eliminate interference.
Radio and Television Broadcast - MFC primarily serves these broadcast areas
with interference filters to reduce equipment harmonics. Other broadcast areas
served also include AML, telemetry and STL/ENG relays.
Similar to cable television, the broadcast industry is also moving towards
the digital delivery of both audio and video broadcast.
Satellite - Filters and traps for removing interference are provided to both
commercial and home C-band TVRO antennas. A variety of products are available
that offer protection and or solutions to interference that affects the
feedhorn, downconverter, and receiver. A variety of filters are also available
for satellite services utilizing higher frequency bands such as 12, 13 and 18
GHz.
Direct Broadcast Satellite or DBS is a version of home satellite programming
delivered direct to the home. It differs from C-band TVRO by the size of the
receive antenna. DBS broadcasts at a higher frequency requiring a smaller
satellite dish than C-band TVRO. Both satellite dealers and cable television
5
systems market the service to offer consumers television options.
Mobile Radio - MFC provides filters to a variety of mobile radio services
such as cellular telephone, two way radio and paging to eliminate interference
in transmit or receive equipment. With the number of services increasing and
our air waves becoming more congested, filters are increasingly important to
many transmit operations. Cellular telephone has been the largest mobile
radio growth market. The Cellular market is beginning to level off and now
Personal Communications Services (PCS) is an area of mobile radio on the rise.
Microwave and RF - This market encompasses both commercial and military
applications. Filters in defense applications are used for such purposes as
air to ground communications, radar and land communications. In commercial
areas, filters are used to protect such equipment as receivers, transmitters,
transceivers and any other electronics used for signal processing. In addition
to filters, this market is also served with MFC's Ferrosorb product line.
Ferrosorb is a microwave absorbing material available in sheets, loads and a
variety of other shapes. The product is used to offer protection by shielding
signals or absorbing selective bands.
In 1992, MFC's acquisition of certain assets of Chesterfield Products added
an expanded line of products to enhance the RF filter line. Many of MFC's
traditional filters are components added onto a system. Chesterfield provided
MFC with the capability to manufacture miniature and subminiature filters
which are components built into electronic systems. Another Chesterfield
capability has provided us with the resources to expand our filter design
range down to 5 KHz.
There has been an increased demand for filters in the OEM (Original Equipment
Manufacturer) market. In response to this demand, MFC has purchased new design,
fabrication and test equipment to design filters up to 50 GHz. OEM orders are
larger than those received for other markets and facilities such as a soldering
oven have been added in the manufacturing area for large volume production.
Niagara Scientific, Inc. (NSI)
- ------------------------------
NSI - Like MFC, NSI and its divisions seek niche markets arising from
certain demographic changes in the industrial work force which promotes
acceptance of automation in both large and small factories. NSI's typical
product is customized to the purchaser's operation and is the result of system
engineering. The product makes tactical use of precision mechanical movements
or sensors of physical characteristics under microprocessor control. These
smart machines reduce labor costs through faster operation and increased
quality.
Typical customers for case packing machines are food processors or makers of
cosmetics, pharmaceuticals, candies or hardware whose product must be cased
for shipping and storage.
Other custom equipment is designed for inspection-rejection, counting,
analyzing or otherwise monitoring, reporting or controlling a continuous
manufacturing or industrial process.
Typical customers are commodity mass producers in the food, drug and paint
industries.
6
WORLD TRADE
- -----------
Management believes that world marketing is a route to substantial expansion
of sales for MFC/NSI. Export opportunities for MFC's communication related
products are many - especially in areas of the world such as China, the
Pacific Rim and South America. Marketing research reveals that the Company's
products are in high demand in these areas of the world. Significant efforts
have been made over the last year to identify key international markets and to
establish distributors with appropriate technical backgrounds to represent our
interests in those regions.
NSI products are less suitable for export for a number of reasons, including
their large size and complexity, less demand in underdeveloped areas for
automation and significant local competition. However, NSI is well qualified
to produce and or distribute complementary products under license.
SUPPLIERS
- ---------
The Company depends on outside suppliers for raw materials, components and
parts, and services. Although items are generally available from a number of
suppliers, the Company purchases certain raw materials and components from a
single supplier. If such a supplier should cease to supply an item, the
Company believes that new sources could be found to provide the raw materials
and components. However, manufacturing delays and added costs could result.
The Company has not experienced significant delays of this nature in the past,
but there can be no assurance that delays in delivery due to supply shortages
will not occur in the future. Substantial periods of lead time for delivery of
certain materials are sometimes experienced by the Company, making it
necessary to inventory varied quantities of materials.
PATENTS AND LICENSES
- --------------------
The Company has no patents, trademarks, copyrights, licenses or franchises of
material importance.
SEASONAL FLUCTUATIONS
- ---------------------
There are no significant seasonal fluctuations in the Company's business.
GOVERNMENT CONTRACTS
- --------------------
The Company is not dependent in any material respect on government contracts.
BACKLOG
- -------
At September 30, 2000, the Company's total backlog of orders was $831,388
compared to $1,117,856 at September 30, 1999. At September 30, 2000, MFC's
backlog of orders was $630,434 compared to $520,576 at September 30, 1999. At
September 30, 2000, NSI's backlog of orders was $200,954 compared to $597,280
at September 30, 1999. The total Company backlog at September 30, 2000 is
scheduled to ship during fiscal 2001.
7
EMPLOYEES
- ---------
At September 30, 2000, the Company employed 80 full-time permanent
employees, 3 part-time permanent employees, and 3 full-time temporary
employees.
RESEARCH AND DEVELOPMENT
- ------------------------
The Company maintains and expects to continue to maintain an active research
and development program. The Company believes that such a program is needed
to maintain its competitive position in existing markets and to provide
products for emerging markets. Costs in connection with research and
development were $320,789, $355,366 and $490,153 for the fiscal years 2000,
1999 and 1998, respectively. Research and development costs are charged to
operations as incurred.
COMPETITION
- -----------
The principal competitive factors facing both MFC and NSI are price,
technical performance, service and the ability to produce in quantity to
specific delivery schedules. Based on these factors, the Company believes it
competes favorably in its markets.
ITEM 2. PROPERTIES.
MFC's office and manufacturing facility is located at 6743 Kinne Street,
East Syracuse, New York. This facility, which is owned by MFC, consists of
40,000 square feet of office and manufacturing space located on 3.7 acres.
MFC presently occupies approximately 35,000 square feet with the balance
(approximately 5,000 square feet) occupied by NSI.
ITEM 3. LEGAL PROCEEDINGS.
There are currently no material pending legal proceedings against the Company
or its subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the fourth quarter of the fiscal year covered by this Form 10-K, there
were no matters submitted to a vote of security holders.
8
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
MFC's common stock is traded on the NASDAQ over-the-counter market under the
symbol MFCO. The information set forth was obtained from statements provided
by the NASD. The following table shows the high and low sales prices for MFC's
common stock for each full quarterly period within the two most recent fiscal
years. The quotations represent prices in the over-the-counter market between
dealers in securities. They do not include retail mark-ups, mark-downs or
commissions.
Fiscal 2000 High Low
Oct. 1, 1999 to Dec. 31, 1999 $ 3.50 $ 1.00
Jan. 1, 2000 to Mar. 31, 2000 23.00 1.13
Apr. 1, 2000 to June 30, 2000 4.50 1.75
July 1, 2000 to Sept. 30, 2000 2.75 1.50
Fiscal 1999 High Low
Oct. 1, 1998 to Dec. 31, 1998 $ 1.31 $ .81
Jan. 1, 1999 to Mar. 31, 1999 3.25 .88
Apr. 1, 1999 to June 30, 1999 1.25 .81
July 1, 1999 to Sept. 30, 1999 1.19 .81
The approximate number of stockholders on September 30, 2000 was 2,800.
On January 26, 2000, the Board of Directors declared a five cents per share
cash dividend to shareholders of record on February 18, 2000 to be distributed
on March 3, 2000.
On November 4, 1998, the Board of Directors declared a five cents per share
cash dividend to shareholders of record on February 2, 1999, to be distributed
on February 17, 1999.
On October 29, 1997, the Board of Directors declared a five cents per share
cash dividend to shareholders of record on February 3, 1998, to be distributed
on February 18, 1998.
On January 15, 1997, the Board of Directors declared a five cents per share
cash dividend to shareholders of record on February 3, 1997, to be distributed
on February 18, 1997.
9
ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial information is derived from and should be
read in conjunction with the financial statements, including the notes
thereto, appearing in Item 8. - "Financial Statements and Supplemental Data."
Five Year Summary Of Financial Data
September 30
2000 1999 1998 1997 1996
Net Sales $ 7,491,853 $ 6,572,949 $ 6,989,106 $ 6,175,425 $ 7,532,710
Net Income (1) $ 338,736 $ 160,471 $ 69,424 $ 434,772 $ 504,295
Total Assets $ 5,142,708 $ 4,704,630 $ 5,051,078 $ 5,173,481 $ 5,410,266
Long Term Debt $ 0 $ 0 $ 0 $ 46,065 $ 102,774
Earnings Per Share $ .11 $ .05 $ .02 $ .12 $ .14
Weighted Average Number of
Common Shares Outstanding* 3,169,061 3,283,098 3,535,522 3,548,240 3,525,362
Stock (%) Dividends 5%
Cash ($) Dividends Paid Per
Share $ .05 $ .05 $ .05 $ .05 $ .05
*Adjusted for all stock dividends.
Net income as a percentage of: 2000 1999 1998 1997 1996
Sales............................. 4.5 2.4 1.0 7.0 6.7
Assets .................... 6.6 3.4 1.4 8.4 9.3
Equity............................ 8.8 4.3 1.7 10.2 12.7
(1) In the fourth quarter of 1997, the Company received life insurance death
benefits of $350,000 as a result of the death of a former officer.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
The following table sets forth the Company's net sales by major product
groups for each of the fiscal years in the three year period ended September
30, 2000.
Product group (in thousands) Fiscal 2000 Fiscal 1999 Fiscal 1998
Niagara Scientific $1,285 $ 406 $ 211
Microwave Filter:
Cable TV 4,195 4,258 3,588
RF/Microwave 960 1,244 2,119
Broadcast TV 919 522 940
Satellite Communications 133 143 131
Total $7,492 $6,573 $6,989
Sales backlog at 9/30 $ 832 $1,118 $ 747
10
Fiscal 2000 compared to fiscal 1999
Consolidated net sales for the fiscal year ended September 30, 2000 equaled
$7,491,853, an increase of $918,904 or 14% when compared to consolidated net
sales of $6,572,949 during the fiscal year ended September 30, 1999.
The increase in consolidated net sales can primarily be attributed to the
increase in sales of Niagara Scientific, Inc., a wholly owned subsidiary.
Niagara Scientific, Inc. (NSI) sales increased $878,870 or 216% to
$1,285,065 for the fiscal year ended September 30, 2000 when compared to sales
of $406,195 for the twelve months ended September 30, 1999. The increase in
NSI sales can primarily be attributed to NSI's efforts over the last few years
to develop new products by introducing several standard low price products.
Microwave Filter Company, Inc. (MFC) sales increased $40,034 or 0.6% to
$6,206,788 during the fiscal year ended September 30, 2000 when compared to
sales of $6,166,754 during the fiscal year ended September 30, 1999.
The increase in MFC sales can primarily be attributed to an increase in the
sales of the Company's Broadcast TV product sales. MFC's Broadcast TV product
sales, which includes wireless cable products, increased $397,214 or 76.1% to
$919,381 during the fiscal year ended September 30, 2000 when compared to
sales of $522,167 during the fiscal year ended September 30, 1999. The
increase in sales can primarily be attributed to market conditions.
MFC's RF/Microwave product sales decreased $283,799 or 22.8% to $959,850
during the fiscal year ended September 30, 2000 when compared to sales of
$1,243,649 during the fiscal year ended September 30, 1999. The Company
continues to invest in production engineering and infrastructure development
to penetrate OEM (Original Equipment Manufacturer) market segments as they
become popular. MFC is intentionally de-emphasizing custom product sales in
order to concentrate its technical resources and product development efforts
toward potential high volume customers. This is part of a concentrated effort
to provide substantial long-term growth.
MFC's Cable TV product sales decreased $63,253 or 1.5% to $4,194,398 during
the fiscal year ended September 30, 2000 when compared to net sales of
$4,257,651 during the fiscal year ended September 30, 1999. The decrease in
sales can primarily be attributed to a decrease in demand from overseas
customers.
Gross profit increased $76,890 or 3.0% to $2,611,056 during the fiscal
year ended September 30, 2000 when compared to gross profit of $2,534,166
during the fiscal year ended September 30, 1999. The dollar increase in gross
profit during fiscal 2000 when compared to fiscal 1999 can primarily be
attributed to the increase in sales. As a percentage of sales, gross profit
equaled 34.9% during the fiscal year ended September 30, 2000 compared to
38.6% during the fiscal year ended September 30, 1999. The decrease in gross
profit as a percentage of sales, when compared to the last year, can primarily
be attributed to product sales mix. NSI's sales, whose targeted gross profits
are lower than MFC's, equaled 17% of total sales during fiscal 2000 compared
to 6% of total sales during fiscal 1999.
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Selling, general and administrative (SG&A) expenses decreased $131,274 or
5.5% to $2,271,904 during the fiscal year ended September 30, 2000 when
compared to SG&A expenses of $2,403,178 during the fiscal year ended September
30, 1999. Planned decreases were realized during fiscal 2000 in media
advertising expense, trade show expenses and consulting fees and payroll
expenses decreased during fiscal 2000, primarily due to employee turnover,
when compared to fiscal 1999. As a percentage of sales, SG&A expenses equaled
30.3% during the fiscal year ended September 30, 2000 compared to 36.6% during
the fiscal year ended September 30, 1999. The decrease can primarily be
attributed to the increase in sales.
Income from operations increased $208,164 to $339,152 during the fiscal year
ended September 30, 2000 when compared to income from operations of $130,988
during the fiscal year ended September 30, 1999. On an industry segment basis,
MFC's income from operations increased $152,062 to $563,706 for the fiscal
year ended September 30, 2000 when compared to income from operations of
$411,644 for the fiscal year ended September 30, 1999. The increase can
primarily be attributed to the decreases in SG&A expenses. NSI recorded a loss
from operations of $150,966 for the fiscal year ended September 30, 2000
compared to a loss from operations of $209,043 for the fiscal year ended
September 30, 1999. NSI's loss from operations during fiscal 2000 can
primarily be attributed to cost overruns associated with new products and the
absorption of fixed overhead expenses. Corporate expenses increased $1,975 to
$73,588 for the fiscal year ended September 30, 2000 when compared to $71,613
for the fiscal year ended September 30, 1999.
The Company's effective income tax rate increased to 24.9% during fiscal
2000 compared to 18.1% during fiscal 1999 primarily due to the higher levels
of pre-tax income.
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Fiscal 1999 compared to fiscal 1998
Consolidated net sales for the fiscal year ended September 30, 1999 equalled
$6,572,949, a decrease of $416,157 or 6% when compared to consolidated net
sales of $6,989,106 during the fiscal year ended September 30, 1998.
Microwave Filter Company, Inc. (MFC) sales decreased $611,040 or 9% to
$6,166,754 during the fiscal year ended September 30, 1999 when compared to
sales of $6,777,794 during the fiscal year ended September 30, 1998.
The decrease in MFC sales can primarily be attributed to a decrease in the
sales of the Company's RF/Microwave products to OEMs (Original Equipment
Manufacturers). MFC's RF/Microwave product sales decreased $875,402 or 41.3%
to $1,243,649 during the fiscal year ended September 30, 1999 when compared to
sales of $2,119,051 during the the fiscal year ended September 30, 1998. The
decrease in MFC's RF/Microwave product sales was primarily due to the
completion of OEM contracts during fiscal 1998. The Company believes there
will continue to be an increased demand for filters in the OEM market. Part
of the Company's long term strategy has been to invest in product and
infrastructure development to exploit new markets such as LMDS (Cellular TV),
PCS and PCN; and, continue to develop OEM relationships.
MFC's Cable TV product sales increased $669,743 or 18.7% to $4,257,651
during the fiscal year ended September 30, 1999 when compared to net sales of
$3,587,908 during the fiscal year ended September 30, 1998. The increase in
sales can primarily be attributed to an increase in demand from overseas
customers.
MFC's Broadcast TV product sales, which includes wireless cable products,
decreased $417,995 or 44.5% to $522,167 during the fiscal year ended September
30, 1999 when compared to sales of $940,162 during the fiscal year ended
September 30, 1998. The decrease in sales can primarily be attributed to
market conditions.
Niagara Scientific, Inc. (NSI), a wholly owned subsidiary, sales increased
$194,883 or 92% to $406,195 for the fiscal year ended September 30, 1999 when
compared to sales of $211,312 for the twelve months ended September 30, 1998.
The increase in sales can be attributed to NSI's efforts to develop new
products by introducing several standard low price products and a new
capability to integrate "Robotics" into case packing and other material
handling machines. NSI's backlog of orders at September 30, 1999 increased
$497,755 to $597,280 when compared to $99,525 at September 30, 1998.
Gross profit decreased $210,992 or 7.7% to $2,534,166 during the fiscal year
ended September 30, 1999 when compared to gross profit of $2,745,158 during
the fiscal year ended September 30, 1998. The dollar decrease in gross profit
during fiscal 1999 when compared to fiscal 1998 can primarily be attributed to
the decrease in sales. As a percentage of sales, gross profit equalled 38.6%
during the fiscal year ended September 30, 1999 when compared to 39.3% during
the fiscal year ended September 30, 1998.
13
Selling, general and administrative (SG&A) expenses decreased $358,244 or
13% to $2,403,178 during the fiscal year ended September 30, 1999 when
compared to SG&A expenses of $2,761,422 during the fiscal year ended September
30, 1998. Planned decreases were realized during fiscal 1999 in research and
development expenses and advertising and promotional expenses. Sales
commissions expense was also down during fiscal 1999 when compared to last
year primarily due to the decrease in MFC's RF/Microwave product sales. As a
percentage of sales, SG&A expenses equaled 36.6% during the fiscal year ended
September 30, 1999 when compared to 39.5% during the fiscal year ended
September 30, 1998.
Income from operations increased $147,252 to $130,988 during the fiscal year
ended September 30, 1999 when compared to a loss from operations of $16,264
during the fiscal year ended September 30, 1998. On an industry segment basis,
MFC's income from operations decreased $68,407 to $411,644 for the fiscal year
ended September 30, 1999 when compared to income from operations of $480,051
for the fiscal year ended September 30, 1998. The decrease can primarily be
attributed to the decrease in MFC sales. NSI recorded a loss from operations
of $209,043 for the fiscal year ended September 30, 1999 compared to a loss
from operations of $419,778 for the fiscal year ended September 30, 1998.
NSI's improvement can primarily be attributed to the increase in sales and
planned decreases in research and development and advertising and promotional
expenses during fiscal 1999 when compared to fiscal 1998. Corporate expenses
decreased $4,924 to $71,613 for the fiscal year ended September 30, 1999 when
compared to $76,537 for the fiscal year ended September 30, 1998. The decrease
can be attributed to a decrease in legal expenses during fiscal 1999 when
compared to fiscal 1998.
The Company's effective income tax rate equaled 18.1% during fiscal 1999
compared to 4.0% during fiscal 1998 primarily due to the higher levels of pre-
tax income.
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.
September 30
2000 1999 1998
Cash & cash equivalents $625,477 $264,147 $1,236,513
Investments $925,067 $774,649 $ 0
Working capital $2,582,446 $2,213,458 $2,558,181
Current ratio 3.11 to 1 3.35 to 1 3.78 to 1
Long-term debt $ 0 $ 0 $ 0
Cash and cash equivalents increased $361,330 to $625,477 at September 30,
2000 when compared to $264,147 at September 30, 1999. The increase was a
result of $826,976 in net cash provided by operating activities, $246,996
in net cash used in investing activities and $218,650 in net cash used in
financing activities.
Cash used in investing activities during fiscal 2000 consisted of funds used
to purchase investments and funds used for capital expenditures.
Cash used in financing activities consisted of funds used to repurchase
common stock of the Company and funds used to pay a cash dividend.
14
The Company's Board of Directors had authorized the repurchase of up to
500,000 shares of the Company's outstanding common stock. On January 26, 2000,
the Company's Board of Directors authorized the repurchase of an additional
500,000 shares of the Company's outstanding common stock. The repurchases will
be made from time to time on the open market at prevailing market prices or in
negotiated transactions off the market. During fiscal 2000, 49,866 shares were
repurchased using existing cash balances. Management believes the common stock
repurchase program, given the Company's present cash position as well as the
current market price of the stock, reflects its belief in the fundamental
strength of the business and also reflects its commitment to enhancing
shareholder value.
At September 30, 2000, the Company had unused aggregate lines of credit
totaling $600,000. Of these lines, $100,000 is for the purchase of equipment
and is collateralized by equipment and $500,000 is for working capital and is
collateralized by accounts receivable, inventories and equipment.
Management believes that its working capital requirements for the foreseeable
future will be met by its existing cash balances, future cash flows from
operations and its current credit arrangements.
15
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
- --------------------------------------------------------------------------------
Any statements contained in this report which are not historical facts are
forward looking statements; and, many important factors could cause actual
results to differ materially from those in the forward looking statements. Such
factors include, but are not limited to, changes (legislative, regulatory and
otherwise) in the MMDS, LPTV or Cable industry, demand for the Company's
products (both domestically and internationally), the development of
competitive products, competitive pricing, market acceptance of new product
introductions, technological changes, general economic conditions, litigation
and other factors, risks and uncertainties which may be identified in the
Company's Securities and Exchange Commission filings.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company has limited exposure to market risk as the Company has no long
term debt as of September 30, 2000. The Company's available line of credit is
based on a factor of the prime rate; however, there are no outstanding
borrowings under the line of credit. The Company does not trade in derivative
financial instruments.
16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Financial Statements and Financial Statement Schedules called for by this
item are submitted as a separate section of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The names of, and certain information with respect to, the directors of MFC
is set forth below:
Common Shares
Actually or Percent
Beneficially of
Director Principal occupation Owned 12/1/00 Class
TRUDI B. ARTINI Mrs. Artini is an independent 82,435 2.7%
(a)(b)(d) investor in MFC and various other
Age 78 business enterprises in Syracuse,
Director since 1974 New York.
DAVID B. ROBINSON MD Dr. Robinson is Emeritus Professor 58,571 1.9%
(a)(b)(d) of Psychiatry at Upstate Medical
Age 76 University, State University of New
Director since 1977 York at Syracuse. He was a faculty
member from 1958 until his retirement
in 1985 and served as Acting Chairman
of the Dept. of Psychiatry for six
of those years. He has elected to
serve as a Skaneateles Town Councilman
from 1990 to 1998. In 1980, he was a
founding member of the Skaneateles
Festival of Chamber Music.
LOUIS MISENTI President and Principal 399,114 12.9%
Age 73 shareholder of SCI Corp.,
Director since 1976 Syracuse, New York since 1984.
SCI manufactures polishing
compounds for the automobile and
silverware industries. Mr.
Misenti is also the managing
partner of Northern Pines Golf
Course, Cicero, New York which was
founded in 1970. He was elected
Chairman of the Board of
Directors of MFC on March 27,
1993.
17
Common Shares
Actually or Percent
Beneficially of
Director Principal occupation Owned 12/1/00 Class
CARL F. FAHRENKRUG PE Mr. Fahrenkrug was appointed 56,273 1.8%
(a)(d) President and Chief Executive
Age 58 Officer of MFC on October 7,
Director since 1984 1992. He has also served as
President and Chief Executive
Officer of NSI since prior to
1986. He served as Vice
President of Engineering at
Microwave Systems, Inc.,
Syracuse, N.Y. from 1972-1976.
Mr. Fahrenkrug has a B.S. and
M.S. in Engineering and an MBA
from Syracuse University.
MILO PETERSON Mr. Peterson has served as 108,570 3.5%
(a)(d) Executive Vice President and
Age 60 Corporate Secretary of NSI since
Director since 1990 January 1, 1992. Mr. Peterson
graduated from programs at Yale
University and Syracuse
University. He served as Vice
President of Manufacturing of
Microwave Systems, Inc.,
Syracuse, N.Y. from 1970-1976.
He was elected Vice President
And Corporate Secretary of MFC
On March 27, 1993.
FRANK S. MARKOVICH Mr. Markovich is a consultant in 4,340 *
(c)(d) the manufacturing operations
Age 55 and training field. Prior to that
Director since 1992 he was the Director of the
Manufacturing Extension
Partnership at UNIPEG Binghamton.
He held various high level
positions in operations, quality
and product management in a 20
year career with BF Goodrich
Aerospace, Simmonds Precision
Engine Systems of Norwich, New
York. He completed US Navy
Electronics and Communications
Schools and received an MBA from
Syracuse University.
18
Common Shares
Actually or Percent
Beneficially of
Director Principal occupation Owned 12/1/00 Class
ROBERT R. ANDREWS Mr. Andrews is the President and 1,214 *
(a)(c) Principal shareholder of Morse
Age 59 Manufacturing Co., Inc., East
Director since 1992 Syracuse, N.Y. which produces
specialized material handling
equipment and has served in that
capacity since prior to 1985. He
received a B.A degree from
Arkansas University and has
served as Vice President and a
director of the Manufacturers'
Association of Central New York,
President of the Citizens
Foundation, a Trustee of Dewitt
Community Church, director of the
Salvation Army and Chairman of
the Business and Industry
Council of Onondaga Community
College.
SIDNEY CHONG Mr. Chong is Manager of Corporate 13,335 *
(a)(b)(c) Accounting for Carrols Corp. in
Age 59 Syracuse. Prior to joining Carrols
Director since 1995 Corp., he was a Senior Accountant
with Price Waterhouse and Co. in
New York City. Mr. Chong has a
Bachelor of Science degree in
accounting from California State
University.
Daniel Galbally Mr. Galbally is an accountant 1,489 *
(b)(c) for Auburn Steel Company, Inc.
Age 53 in Auburn, New York. Prior to
Director since 1995 joining Auburn Steel, he was
the controller of Diamond Card
Exchange, Inc. in Syracuse, New
York. He was the controller of
Evaporated Metal Films (EMF) in
Ithaca, N.Y. Before joining EMF,
he worked as controller and acting
vice president of finance at
Philips Display Components Co.
He has a bachelor's degree in
accounting and an MBA from
Syracuse University.
(a)Member of Executive Committee
(b)Member of Compensation Committee
(c)Member of Finance and Audit Committee
(d)Member of Nominating Committee
* Denotes less than one percent of class.
19
The Directors listed above and executive officers as a group own 727,227
shares or approximately 24% of the outstanding common shares of the Company.
IDENTIFICATION OF EXECUTIVE OFFICERS
Name Age Position
Carl F. Fahrenkrug 58 President and Chief Executive Officer
Richard L. Jones 52 Vice President and Chief Financial
Officer
Milo J. Peterson 60 Vice President and Corporate Secretary
Paul W. Mears 41 Vice President of Engineering
Terry C. Owens 46 Vice President of Sales
All of the officers serve at the pleasure of the Board of Directors.
Carl F. Fahrenkrug was elected President and Chief Executive Officer of MFC on
October 7, 1992. Prior to that date, he had been Executive Vice President and
Chief Operating Officer of MFC. Prior to January 1, 1992, he was President and
CEO of NSI and Vice President of Corporate Development for MFC.
Richard L. Jones joined MFC in August 1983 as controller. In February 1985, he
was appointed Vice President and Treasurer of MFC. On October 7, 1992, he was
appointed Vice President and Chief Financial Officer.
Milo J. Peterson was elected Vice President and Corporate Secretary of MFC on
March 27, 1993. Mr. Peterson has served as Executive Vice President and
Corporate Secretary of NSI. He served as Vice President of Manufacturing of
Microwave Systems, Inc., Syracuse, NY, from 1970 - 1976.
Paul W. Mears began his association with MFC as a Co-op while attending RIT in
1981. He became a full time employee in 1984 when he began his duties as an
Electrical Engineer in Research and Development. In 1988 he became a Senior
Design and Quotation Engineer and in 1989, he was promoted to Assistant Chief
Engineer, Manager of Engineering of the Filter Division and in April of 1998,
Was appointed Vice President of Engineering.
Terry C. Owens began his association with MFC in 1982 as an Associate Chief
Engineer. He served as a Project Engineer with Anaren Microwave from 1988
until 1992 when he began employment with Laser Precision Corp., in Utica,
New York, as a Product Specialist. He returned to MFC as Sales Manager,
Assistant Marketing Manager in February of 1995 and in April 1998, was
appointed Vice President of Sales.
20
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth for the fiscal years ended September 30, 2000,
1999 and 1998, compensation paid by MFC to the named executive officers in all
capacities in which they served.
SUMMARY COMPENSATION TABLE
Annual Compensation
Salary Bonus
Name and principal position Year ___$___ ___$___
Carl F. Fahrenkrug 2000 120,197 -
President and CEO 1999 110,966 -
1998 110,966 -
PROFIT SHARING
- --------------
MFC has a profit sharing plan for all employees over the age of 21 with one
year of service. Annual contributions are determined by the Board of
Directors and are made from current or accumulated net income. Allocation of
contributions to plan participants are based upon annual compensation.
Participants vest on the basis of 20% after 3 years of service, 40% at 4
years, 60% at 5 years, 80% at 6 years and 100% at 7 years.
MFC also has a voluntary 401-K plan. Eligibility is the same as the Profit
Sharing Plan. Contributions to the 401-K plan are currently matched at a rate
of 100% of an employee's first 3% of contributions and 50% of an employee's
next 2% of contributions. The maximum corporate match is 4% of an employee's
compensation.
MFC's contributions to the plans for the years ended September 30, 2000,
1999 and 1998 amounted to $115,932, $82,720 and $78,211, respectively.
STOCK OPTIONS
- -------------
On April 9, 1998, the Board of Directors and Shareholders of Microwave
Filter Company, Inc. approved the 1998 Microwave Filter Company, Inc.
Incentive Stock Plan (the "1998 Plan"). Under the 1998 Plan, the Company may
grant incentive stock options ("ISOs"), non-qualified stock options ("NQSOs")
and stock appreciation rights to directors, officers and employees of the
Company and its affiliates. The 1998 Plan reserves 150,000 shares for
issuance. The exercise price of the ISOs and NQSOs will be 100% of the fair
market value of the Common Stock on the date the ISOs and NQSOs are granted.
The 1998 Plan will terminate on April 10, 2008. There were no stock options or
stock appreciation rights granted or outstanding at September 30, 2000 or
1999.
21
COMPENSATION OF DIRECTORS
- -------------------------
Non-officer directors receive fees of $400.00 per board and committee
meeting. MFC also reimburses directors for reasonable expenses incurred in
attending meetings. The Chairman of the Board and Officer members receive no
compensation for their attendance at meetings. During fiscal 2000, the Company
paid Louis S. Misenti $23,000 in compensation for his services as Chairman of
the Board of Directors of Microwave Filter Company, Inc.
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth information as to the only persons known by
the Company to own beneficially more than 5% of the Common Stock of the Company
on December 1, 2000.
% of
Outstanding
Number of shares
Common
Name of Beneficial Owner Address Beneficially Owned ____Stock____
Frederick A. Dix & 209 Watson Rd. 244,007 7.9%
Marjorie Dix N. Syracuse, NY 13212
Louis S. Misenti 140 Clearview Rd. 399,114 12.9%
Dewitt, NY 13214
The information relating to the ownership of common stock held by the
directors and executive officers of the corporation is set forth in item 10 of
this report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None
22
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. and 2. Financial Statements and Schedules:
Reference is made to the list of Financial Statements and
the Financial Statement Schedule submitted as a separate
section of this report.
(b) Reports On Form 8-K:
There are no reports on Form 8-K for the three months ended
September 30, 2000.
(C) Exhibits:
Reference is made to the List of Exhibits submitted as a separate
section of this report.
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Microwave Filter Company, Inc. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MICROWAVE FILTER COMPANY, INC.
|S| Carl F. Fahrenkrug
- --------------------------
By: Carl F. Fahrenkrug
(President and Chief Executive Officer)
|S| Richard Jones
- ---------------------
By: Richard Jones
(Vice President and Chief Financial Officer)
Dated: December 22, 2000
Pursuant to the requirements Of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
|S| Louis S. Misenti |S| Carl F. Fahrenkrug
- ------------------------ --------------------------
Louis S. Misenti Carl F. Fahrenkrug
(Director) (Director)
|S| Milo J. Peterson |S| Robert R. Andrews
- ------------------------ -----------------------
Milo J. Peterson Robert R. Andrews
(Director) (Director)
|S| Sidney Chong
- --------------------
Sidney Chong
(Director)
Dated: December 22, 2000
24
ANNUAL REPORT ON FORM 10-KSB
MICROWAVE FILTER COMPANY, INC.
AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
ITEM 8, ITEM 14(a)(1) and (2)
CONSOLIDATED FINANCIAL STATEMENTS: Page
Independent Auditors' Report.....................................26
Consolidated Balance Sheets as of September 30, 2000 and 1999....27
Consolidated Statements of Operations for the Years
Ended September 30, 2000, 1999 and 1998 .......................28
Consolidated Statements of Stockholders' Equity for the Years
Ended September 30, 2000, 1999 and 1998 .......................29
Consolidated Statements of Cash Flows for the Years
Ended September 30, 2000, 1999 and 1998 .......................30
Notes to Consolidated Financial Statements.......................31-37
SCHEDULE FOR THE YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998:
Independent Auditors' Report on Schedules........................39
II-Valuation and Qualifying Accounts.............................40
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
25
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Microwave Filter Company, Inc.
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Microwave
Filter Company, Inc. and Subsidiaries at September 30, 2000 and 1999, and the
results of their operations and their cash flows for each of the three years
in the period ended September 30, 2000, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
November 10, 2000
26
Microwave Filter Company and Subsidiaries
Consolidated Balance Sheets
September 30
Assets 2000 1999
- ------ ---- ----
Current assets:
Cash and cash equivalents $ 625,477 $ 264,147
Investments 925,067 774,649
Accounts receivable-trade, net of allowance for
doubtful accounts of $44,000 and $46,000 896,821 696,677
Inventories 1,103,830 1,192,259
Deferred tax asset - current 177,901 163,060
Prepaid expenses and other current assets 77,455 66,114
--------- ---------
Total current assets 3,806,551 3,156,906
Property, plant and equipment, net 1,336,157 1,547,724
--------- ---------
Total Assets $5,142,708 $4,704,630
========== ==========
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Accounts payable $ 392,118 $ 215,099
Customer deposits 155,372 271,025
Accrued federal and state income taxes 188,769 75,528
Accrued payroll and related expenses 100,057 70,258
Accrued compensated absences 267,327 240,343
Other current liabilities 120,462 71,195
--------- ---------
Total current liabilities 1,224,105 943,448
Deferred tax liability - noncurrent 48,276 5,545
Deferred compensation and other liabilities 0 5,396
--------- ---------
Total liabilities 1,272,381 954,389
--------- ---------
Commitments
Stockholders' equity:
Common stock, $.10 par value. Authorized 5,000,000 shares
Issued 4,317,688 in 2000 and 4,317,688 in 1999 431,769 431,769
Additional paid-in capital 3,239,867 3,239,867
Retained earnings 1,322,871 1,142,344
Common stock in treasury, at cost,
1,153,502 shares in 2000 and 1,103,636 shares in 1999 (1,124,180) (1,063,739)
--------- ---------
Total stockholders' equity 3,870,327 3,750,241
--------- ---------
Total Liabilities and Stockholders' Equity $5,142,708 $4,704,630
========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
27
Microwave Filter Company and Subsidiaries
Consolidated Statements of Operations
For the Years Ended September 30
2000 1999 1998
---- ---- ----
Net sales $7,491,853 $6,572,949 $6,989,106
Cost of goods sold 4,880,797 4,038,783 4,243,948
--------- --------- ---------
Gross profit 2,611,056 2,534,166 2,745,158
Selling, general
and administrative expenses 2,271,904 2,403,178 2,761,422
--------- --------- ---------
Income (loss) from operations 339,152 130,988 (16,264)
Non-operating Income (Expense)
Interest income 66,976 43,514 56,869
Interest expense (902) (2,174) (5,838)
Miscellaneous 46,018 23,513 37,567
--------- --------- ---------
Income before income taxes 451,244 195,841 72,334
Provision for income taxes 112,508 35,370 2,910
--------- --------- ---------
NET INCOME $338,736 $160,471 $69,424
========= ========= =========
Earnings Per Share $0.11 $0.05 $0.02
========= ========= =========
Weighted average number of common
shares outstanding 3,169,061 3,283,098 3,535,522
========= ========= =========
The accompanying notes are an integral part of the consolidated financial
statements.
28
Microwave Filter Company and Subsidiaries
Consolidated Statements of Stockholders' Equity
For the Years Ended September 30, 2000, 1999 and 1998
-----------------------------------------------------
Additional Total
Common Stock Paid-in Retained Treasury Stock Stockholders'
Shares Amt Capital Earnings Shares Amt Equity
------ --- ------- -------- ------ --- ------
Balance,
September 30, 1997 4,275,259 $427,526 $3,206,360 $1,254,570 730,202 ($637,727) $4,250,729
Net income 69,424 69,424
Stock issued to directors 19,474 1,947 16,253 18,200
Purchase of treasury stock 80,000 (84,063) (84,063)
Donated capital 1
Cash dividend paid
($.05 per share) (177,478) (177,478)
--------- -------- ---------- -------- ------- ---------- ----------
Balance,
September 30, 1998 4,294,733 429,473 3,222,613 1,146,516 810,203 (721,790) 4,076,812
Net income 160,471 160,471
Stock issued to directors 22,955 2,296 17,254 19,550
Purchase of treasury stock 293,380 (341,949) (341,949)
Donated capital 53
Cash dividend paid
($.05 per share) (164,643) (164,643)
--------- -------- ---------- -------- ------- ---------- ----------
Balance,
September 30, 1999 4,317,688 431,769 3,239,867 1,142,344 1,103,636 (1,063,739) 3,750,241
Net income 338,736 338,736
Purchase of treasury stock 49,866 (60,441) (60,441)
Cash dividend paid
($.05 per share) (158,209) (158,209)
---------- --------- ---------- ---------- ------- ---------- ----------
Balance
September 30, 2000 4,317,688 $431,769 $3,239,867 $1,322,871 1,153,502 ($1,124,180) $3,870,327
========== ======== ========== ========== ========= =========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
29
Microwave Filter Company and Subsidiaries
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
------------------------------------------------
For the Years Ended September 30
--------------------------------
2000 1999 1998
---- ---- ----
Cash flows from operating activities:
Net income $338,736 $160,471 $69,424
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 308,145 306,600 333,285
Inventory obsolescence provision 0 528 0
Stock compensation 0 19,550 18,200
Deferred income taxes 27,890 (34,068) 142,829
Changes in assets and liabilities:
Accounts receivable-trade, net (200,144) (44,926) (107,161)
Federal and state income taxes 113,241 131,341 (85,921)
Inventories 88,429 135,599 (66,444)
Other assets (11,341) (28,233) 66,399
Accounts payable and customer deposits 61,366 19,383 96,539
Accrued payroll, compensated absences and
related expenses 56,783 (15,506) 1,024
Other current liabilities 49,267 (10,047) 3,534
Deferred compensation (5,396) (6,598) (5,972)
-------- -------- -------
Net cash provided by operating activities 826,976 634,094 465,736
-------- -------- -------
Cash flows from investing activities:
Investments (150,418) (774,649) 0
Capital expenditures (96,578) (280,368) (345,321)
-------- -------- --------
Net cash used in investing activities (246,996)(1,055,017) (345,321)
-------- --------- --------
Cash flows from financing activities:
Principal payments on long-term debt 0 (44,851) (56,834)
Purchase of treasury stock (60,441) (341,949) (84,063)
Cash dividend paid (158,209) (164,643) (177,478)
-------- -------- --------
Net cash used in financing activities (218,650) (551,443) (318,375)
-------- -------- --------
Net increase (decrease)
in cash and cash equivalents 361,330 (972,366) (197,960)
Cash and cash equivalents at beginning of year 264,147 1,236,513 1,434,473
-------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR $625,477 $264,147 $1,236,513
======== ======== ==========
Supplemental disclosures of cash flows:
Cash paid during the year for (approximately):
Interest $900 $2,800 $7,000
Income taxes $5,700 $25,000 $27,000
The accompanying notes are an integral part of the consolidated financial
statements.
30
Microwave Filter Company and Subsidiaries
Notes to Consolidated Financial Statements
------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Nature of Business
Microwave Filter Company, Inc. operates primarily in the United States and
principally in two industries. The Company extends credit to business
customers based upon ongoing credit evaluations. Microwave Filter Company,
Inc. designs, develops, manufactures and sells electronic filters, both for
radio and microwave frequencies, to help process signal distribution and to
prevent unwanted signals from disrupting transmit or receive operations.
Markets served include cable television, television and radio broadcast,
satellite broadcast, mobile radio, commercial and defense electronics. Niagara
Scientific, Inc. custom designs case packing machines to automatically pack
products into shipping cases. Customers are processors of food and other
commodity products with a need to reduce labor cost with a modest investment
and quick payback.
b. Basis of Consolidation
The consolidated financial statements include the accounts of Microwave
Filter Company, Inc. (MFC) and its wholly-owned subsidiaries, Niagara
Scientific, Inc. (NSI) and Microwave Filter International, LTD. (MFI); located
in Syracuse, New York. All significant intercompany balances and transactions
have been eliminated in consolidation.
c. Cash Equivalents
The Company considers all highly liquid investments purchased with an
original maturity of 90 days or less to be cash equivalents. The carrying
value at September 30, 2000 and September 30, 1999 approximates fair value.
Substantially all cash balances were invested at one financial institution at
September 30, 2000 and 1999.
d. Investments
Investments consist of commercial paper and government backed obligations
that have an original maturity of more than three months and a remaining
maturity of less than one year. The Company's policy is to hold investments
until maturity. The Company's practice is to invest cash with financial
institutions that have acceptable credit ratings.
31
e. Inventories
Inventories are stated at the lower of cost determined on the first-in, first-
out method or market.
f. Research and Development
Costs in connection with research and development, which amount to $320,789,
$355,366 and $490,153 for the fiscal years 2000, 1999 and 1998, respectively,
are charged to operations as incurred.
g. Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation is provided
using the straight-line method over the estimated useful lives of the
respective assets. At the time of sale or retirement, the cost and
accumulated depreciation are removed from the respective accounts and the
resulting gain or loss is recognized in income.
h. Income Taxes
The Company accounts for income taxes under Statement of Financial Accounting
Standards (SFAS) No. 109. Deferred tax assets and liabilities are based on
the difference between the financial statement and tax basis of assets and
liabilities as measured by the enacted tax rates which are anticipated to be
in effect when these differences reverse. The deferred tax provision is the
result of the net change in the deferred tax assets and liabilities. A
valuation allowance is established when it is necessary to reduce deferred tax
assets to amounts expected to be realized.
i. 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
diluted EPS, which gives the effect to all dilutive potential shares
outstanding (i.e. options) during the period after restatement for any stock
dividends. The Company had no dilutive potential common shares outstanding for
the years ended September 30, 2000, 1999 or 1998. Income used in the EPS
calculation is net income for each year.
j. Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements.
Estimates also affect the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
32
2. INVENTORIES
Inventories net of provision for obsolescence
consisted of the following: September 30
2000 1999
---- ----
Raw materials and stock parts $675,120 $755,086
Work-in-process 325,270 317,434
Finished goods 103,440 119,739
-------- ---------
$1,103,830 $1,192,259
========== ==========
3. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
September 30
2000 1999
---- ----
Land $143,000 $143,000
Building and improvements 1,803,653 1,803,653
Machinery and equipment 2,743,584 2,684,498
Office equipment and fixtures 1,385,137 1,347,645
Other 46,753 46,753
--------- ---------
6,122,127 6,025,549
Less: Accumulated depreciation 4,785,970 4,477,825
--------- ---------
$1,336,157 $1,547,724
========== ==========
33
4. CREDIT FACILITIES
The Company has unused aggregate lines of credit totaling $600,000. Of these
lines, $100,000 is for the purchase of equipment and is collateralized by
equipment and $500,000 is for working capital and is collateralized by
accounts receivable, inventories and equipment.
5. PROFIT SHARING AND 401-K PLANS
The Company maintains both a non-contributory profit sharing plan and a
contributory 401-K plan for all employees over the age of 21 with one year of
service. Annual contributions to the profit sharing plan are determined by
the Board of Directors and are made from current or accumulated earnings,
while contributions to the 401-K plan are currently matched at a rate of 100%
of an employee's first 3% of contributions and 50% of an employee's next 2% of
contributions. The maximum corporate match is 4% of an employee's
compensation.
The Company's matching contributions to the 401-K plan for the years ended
September 30, 2000, 1999 and 1998 were $65,932, $62,720 and $58,211 ,
respectively. Additionally, the Company may make discretionary contributions
to the non-contributory profit sharing plan. These contributions were $50,000,
$20,000 and $20,000 in 2000, 1999 and 1998, respectively.
6. OBLIGATIONS UNDER OPERATING LEASES
The Company leases equipment under operating lease agreements expiring at
various dates through September 30, 2003. Rental expense under these leases
for the years ended September 30, 2000, 1999 and 1998 amounted to $15,353,
$61,420 and $97,256, respectively.
Minimum rental commitments at September 30, 2000 for these leases are:
Year Ended Principal
September 30 Payments
------------ --------
2001 9,923
2002 9,923
2003 6,615
-------
$26,461
=======
34
7. INCOME TAXES
The provision for income taxes consisted of the following:
Year Ended September 30
2000 1999 1998
Currently payable (recoverable):
Federal $ 78,618 $68,438 $(142,019)
State 6,000 1,000 2,100
Deferred (credit) 27,890 (34,068) 142,829
------- ------- -------
$112,508 $35,370 $2,910
======== ======= =======
A reconciliation of the statutory federal income tax rate and the Company's
effective income tax rate is as follows:
Year ended September 30
______2000______ ______1999______ ______1998______
Amount % Amount % Amount %
Statutory tax rate $153,423 34.0% $66,586 34.0% $24,593 34.0%
Surtax exemption (6,958) (3.5%) (11,510) (15.9%)
State income tax net of:
Federal benefit 3,960 0.9% 820 0.4% 1,722 2.4%
Foreign sales corp.
benefit (14,712) (3.3%) (5,558) (2.8%) (2,792) (3.9%)
Research and experimentation
tax credits (29,398) (6.5%) (27,903) (14.3%) (8,057) (11.1%)
Other (765) (0.2%) 8,383 4.3% (1,046) (1.5%)
-------- ------ ------- ------ ------- ------
$112,508 24.9% $35,370 18.1% $2,910 4.0%
======== ===== ======= ===== ====== ====
The temporary differences which give rise to deferred tax assets and
liabilities at September 30 are as follows:
2000 1999
---- ----
Inventory $98,354 $115,015
Accrued vacation 65,215 66,077
Other 14,332 (18,032)
------- -------
Net deferred tax assets - current $177,901 $163,060
======== ========
Accelerated depreciation ($90,068) ($100,576)
Research and experimentation
tax credit carry forward 2,393 61,934
AMT credit carry forward 39,399 42,181
Other 0 (9,084)
------ --------
Net deferred tax liabilities
- noncurrent ($48,276) ($5,545)
======== =======
Based on the Company's history of taxable earnings and its expectations for
the future, management has determined that operating income will more likely
than not be sufficient to recognize its deferred tax assets. At September 30,
2000, the Company's federal AMT credit can be carried forward indefinitely.
35
8. INDUSTRY SEGMENT DATA
The Company's primary business segments involve (1) operations of Microwave
Filter Company, Inc. (MFC) which manufactures electronic filters used for
preventing interference or signal processing in cable television, satellite,
broadcast, aerospace and government markets; and (2) operations of Niagara
Scientific, Inc. (NSI) which manufactures industrial automation equipment.
Information by industry segment is as follows: (thousands of dollars)
2000 1999 1998
Net Sales (Unaffiliated):
MFC $6,207 $6,167 $6,778
NSI 1,285 406 211
Total $7,492 $6,573 $6,989
Operating Profit (Loss): (a)
MFC $563 $412 $480
NSI (151) (209) (420)
Corporate (73) (72) (76)
Total $339 $131 $(16)
Identifiable Assets: (b)
MFC $3,921 $4,014 $3,535
NSI 597 427 279
Subtotal 4,518 4,441 3,814
Corporate Assets-Cash and
Cash Equivalents 625 264 1,237
Total $5,143 $4,705 $5,051
Depreciation & Amortization Expense:
MFC $282 $280 $304
NSI 26 27 29
Total $308 $307 $333
Capital Expenditures:
MFC $91 $280 $284
NSI 6 0 61
Total $97 $280 $345
Significant Export Sales:
MFC $808 $845 $546
Sales to Significant Customers:
MFC:
Motorola Government Systems - $707
(a) Operating profit (loss) is total revenue less operating expenses. In
computing operating profit, none of the following items have been added or
deducted: general corporate expenses, interest expense, income taxes and
miscellaneous income. Expenses incurred on behalf of both Companies are
allocated based upon estimates of their relationship to each entity.
(b) Identifiable assets by industry are those assets that are used in the
Company's operations in each industry.
36
9. STOCK OPTIONS
On April 9, 1998, the Board of Directors and Shareholders of Microwave Filter
Company, Inc. approved the 1998 Microwave Filter Company, Inc. Incentive Stock
Plan (the "1998 Plan"). Under the 1998 Plan, the Company may grant incentive
stock options ("ISOs"), non-qualified stock options ("NQSOs") and stock
appreciation rights to directors, officers and employees of the Company and its
affiliates. The 1998 Plan reserves 150,000 shares for issuance. The exercise
price of the ISOs and NQSOs will be 100% of the fair market value of the Common
Stock on the date the ISOs and NQSOs are granted. The 1998 Plan will terminate
on April 10, 2008. There were no stock options or stock appreciation rights
granted or outstanding at September 30, 2000.
10. LEGAL MATTERS
There are currently no material pending legal proceedings against the
Company or its subsidiaries.
37
EXHIBIT INDEX
Page
Exhibit No. Description Number
3.1 MFC Certificate of Corporation, as amended. *
3.2 MFC Amended and Restated Bylaws. *
10.1 Bond Purchase Agreement dated as of February 22,1984 *
among MFC, Onondaga County Industrial Development Agency
("OCIDA") and Key Bank of Central New York ("Bondholder").
10.2 Lease Agreement dated as of February 22, 1984 between MFC and OCIDA. *
10.3 Mortgage and Security Agreement dated as of February 22, 1984 from *
MFC and OCIDA to the Bondholder.
10.4 Guaranty Agreement dated as of February 22, 1984 from MFC to OCIDA *
and the Bondholder.
10.5 Application by Debtor in Possession for Authority to Sell General *
Intangible Assets and Order (MFC's acquisition of CT-1000 System).
10.6 Stock Purchase Agreement dated February 8, 1993 between Glyn and *
Emily Bostick and MFC.
* Previously filed
38
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Stockholders of
Microwave Filter Company, Inc.
Our audits of the consolidated financial statements referred to in our report
dated November 10, 2000 included in this 2000 Annual Report on Form 10-K of
Microwave Filter Company, Inc. and Subsidiaries also included an audit of the
financial statement schedule listed in ITEM 14(a)(2) of this Form 10-K. In our
opinion, this financial statement schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with
the related consolidated financial statements.
PricewaterhouseCoopers LLP
November 10, 2000
39
Microwave Filter Company and Subsidiaries
Schedule II - VALUATION AND QUALIFYING ACCOUNTS
SEPTEMBER 30, 2000, 1999 and 1998
Col. A Col. B Col. C Col. D Col. E
Additions
Balance at Charged to Charged to
Beginning Costs and Other Balance at
Description of Period Expenses Accounts Deductions End of Period
- ----------- --------- ----------------------- ---------- -------------
Year ended September 30, 2000
Allowance for doubtful accounts $45,970 $1,947 $44,023
Inventory valuation reserves 373,162 50,061 323,101
-------- -------- ------- ------- --------
$419,132 $0 $0 $52,008 $367,124
======== ======== ======= ======== ========
Year ended September 30, 1999
Allowance for doubtful accounts $52,622 $0 $6,652 $45,970
Inventory valuation reserves 372,634 528 0 373,162
-------- -------- ------- ------- --------
$425,256 $528 $0 $6,652 $419,132
======== ======== ======= ======= ========
Year ended September 30, 1998
Allowance for doubtful accounts $57,905 $5,283 $52,622
Inventory valuation reserves 613,813 241,179 372,634
-------- -------- ------- ------- --------
$671,718 $0 $0 $246,462 $425,256
======== ======== ======= ======== ========
40