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 March 31, 2004
Commission file number 0-10976
MICROWAVE FILTER COMPANY, INC.
(Exact name of registrant as specified in its charter.)
New York 16-0928443
(State of Incorporation) (I.R.S. Employer Identification Number)
6743 Kinne Street, East Syracuse, N.Y. 13057
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (315) 438-4700
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES ( x ) NO ( )
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
YES ( ) NO ( x )
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date:
Common Stock, $.10 Par Value - 2,904,766 shares as of March
31, 2004.
PART I. - FINANCIAL INFORMATION
MICROWAVE FILTER COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
MARCH 31, 2004 SEPTEMBER 30, 2003
(Unaudited)
Assets
Current Assets:
Cash and cash equivalents $ 517 $ 647
Investments 861 876
Accounts receivable-trade, net 346 318
Federal and state income
tax recoverable 177 39
Inventories 612 708
Deferred tax asset - current 0 235
Prepaid expenses and other
current assets 98 93
-------- --------
Total current assets 2,611 2,916
Property, plant and equipment, net 893 975
Deferred tax asset - noncurrent 0 11
-------- --------
Total assets $ 3,504 $ 3,902
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 219 $ 172
Customer deposits 3 144
Accrued payroll and related
expenses 107 96
Accrued compensated absences 241 255
Other current liabilities 38 46
-------- --------
Total current liabilities 608 713
-------- --------
Total liabilities 608 713
-------- --------
Stockholders' Equity:
Common stock,$.10 par value 432 432
Additional paid-in capital 3,240 3,240
Retained earnings 730 1,023
-------- --------
4,402 4,695
Common stock in treasury,
at cost (1,506) (1,506)
-------- --------
Total stockholders' equity 2,896 3,189
-------- --------
Total liabilities and
stockholders' equity $ 3,504 $ 3,902
======== ========
See Accompanying Notes to Consolidated Financial Statements
MICROWAVE FILTER COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS
ENDED MARCH 31, 2004 AND 2003
(Unaudited)
(Amounts in thousands, except per share data)
Three months ended Six months ended
March 31 March 31
2004 2003 2004 2003
Net sales $1,022 $1,014 $2,256 $2,503
Cost of goods sold 721 762 1,610 1,802
------- ------- ------- -------
Gross profit 301 252 646 701
Selling, general and
administrative expenses 447 530 864 1,119
------- ------- ------- -------
(Loss) from operations (146) (278) (218) (418)
Other income (net),
principally interest 4 5 8 13
------- ------- ------- -------
(Loss) before income
taxes (142) (273) (210) (405)
Provision (benefit) for
income taxes 106 (94) 82 (140)
------- ------- ------- -------
NET (LOSS) ($248) ($179) ($292) ($265)
======= ======= ======= =======
Basic (loss) per
share ($0.09) ($0.06) ($0.10) ($0.09)
======= ======= ======= =======
See Accompanying Notes to Consolidated Financial Statements
MICROWAVE FILTER COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS AND SIX MONTHS ENDED
MARCH 31, 2004 AND 2003
(Unaudited)
(Amounts in thousands)
Three months ended Six months ended
March 31 March 31
2004 2003 2004 2003
Cash flows from operating
activities:
Net (loss) ($ 248) ($ 179) ($ 292) ($ 265)
Adjustments to reconcile
net loss to net cash
used in operating
activities:
Depreciation and amortization 56 75 111 151
Deferred tax assets 246 0 246 0
Change in assets and liabilities:
(Increase) decrease in:
Accounts receivable 12 234 (27) 68
Federal and state income
tax recoverable (116) (94) (138) (110)
Inventories (36) (132) 95 25
Prepaid expenses & other
assets (21) (14) (5) 9
Increase (decrease) in:
Accounts payable & accrued
expenses 92 66 36 (62)
Customer deposits 2 50 (142) 49
Federal and state income tax
taxes payable 0 0 0 (234)
------- ------- ------ ------
Net cash (used in) provided
by operating activities (13) 6 (116) (369)
------- ------ ------ ------
Cash flows from investing
activities:
Investments 5 381 15 392
Capital expenditures (7) (26) (29) (41)
------- ------ ------ ------
Net cash (used in) provided
by investing activities (2) 355 (14) 351
Cash flows from financing
activities:
Cash dividend paid 0 (290) 0 (290)
------- ------ ------ ------
Net cash (used in)
financing activities 0 (290) 0 (290)
(Decrease) increase in cash
and cash equivalents (15) 71 (130) (308)
Cash and cash equivalents
at beginning of period 532 270 647 649
------- ------ ------ ------
Cash and cash equivalents
at end of period $ 517 $ 341 $ 517 $ 341
======= ======= ======= =======
See Accompanying Notes to Consolidated Financial Statements
MICROWAVE FILTER COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004
Note 1. Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. The Operating results for the six
month period ended March 31, 2004 are not necessarily indicative of the
results that may be expected for the year ended September 30, 2004. For
further information, refer to the consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10K for the year ended
September 30, 2003.
Note 2. Industry Segment Data
The Company's primary business segments involve (1) operations of Microwave
Filter Company, Inc. (MFC) which designs, develops, manufactures and sells
electronic filters, both for radio and microwave frequencies, to help process
signal distribution and to prevent unwanted signals from disrupting transmit
or receive operations. Markets served include cable television, television and
radio broadcast, satellite broadcast and mobile radio, commercial
communications and defense electronics; and (2) Niagara Scientific, Inc.
(NSI), a wholly owned subsidiary, which custom designs case packing machines
to automatically pack products into shipping cases. Customers are typically
processors of food and other commodity products with a need to reduce labor
cost with a modest investment and quick payback.
Information by segment is as follows:
Three months ended Six months ended
(thousands of dollars) March 31 March 31,
2004 2003 2004 2003
Net Sales (Unaffiliated):
MFC $1,005 $ 967 $2,056 $2,268
NSI 17 47 200 235
------ ------ ------ ------
Total $1,022 $1,014 $2,256 $2,503
====== ====== ====== ======
Operating (loss) profit: (a)
MFC ($106) ($205) ($167) ($216)
NSI (40) (73) (51) (202)
------ ------ ------ ------
Total ($146) ($278) ($218) ($418)
====== ====== ======= =======
Identifiable assets: (b)
MFC $2,879 $3,188 $2,879 $3,188
NSI 108 535 108 535
------ ------ ------ ------
Subtotal 2,987 3,723 2,987 3,723
Corporate Assets - Cash
And Cash Equivalents 517 341 517 341
------ ------ ------ ------
Total $3,504 $4,064 $3,504 $4,064
====== ====== ====== ======
(a) Operating profit (loss) is total revenue less cost of goods sold and
operating expenses. In computing operating profit, none of the following
items have been added or deducted: interest expense, income taxes and
miscellaneous income. Expenses incurred on behalf of both Companies are
allocated based upon estimates of their relationship to each entity.
(b) Identifiable assets by industry are those assets that are used in the
Companies operations in each industry.
Note 3. Inventories
Inventories net of reserve for obsolescence consisted of the following:
(thousands of dollars) March 31, 2004 September 30, 2003
Raw materials and stock parts $455 $427
Work-in-process 73 202
Finished goods 84 79
------ ----
$612 $708
====== ====
The Company's reserve for obsolescence equaled $390,985 at March 31,
2004 and $401,974 at September 30, 2003.
Note 4. Deferred Tax Assets
As a result of the Company's cumulative losses, the Company recorded a
non-cash charge to establish a valuation allowance of $246,000 against net
deferred tax assets. The charge was calculated in accordance with the
provisions of Statement of Financial Accounting Standards No. 109, Accounting
for Income Taxes (SFAS 109), which requires an assessment of both positive and
negative evidence when measuring the need for a valuation allowance. Evidence,
such as operating results during the most recent three-year period, is given
more weight when due to our current lack of visibility, there is a greater
degree of uncertainty that the level of future profitability needed to record
the deferred tax assets will be achieved. Our results over the most recent
three-year period have been negatively affected by the downturn in the
telecommunications marketplace, the sluggish economy and reduced capital
spending. The Company's cumulative loss in the most recent three-year period,
inclusive of the loss for the quarter ended March 31, 2004, represented
sufficient negative evidence to require a valuation allowance under the
provisions of SFAS 109. The Company will maintain a valuation allowance until
sufficient positive evidence exists to support its reduction or reversal.
MICROWAVE FILTER COMPANY, INC.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Microwave Filter Company, Inc. operates primarily in the United States and
principally in two industries. The Company extends credit to business
customers based upon ongoing credit evaluations. Microwave Filter Company,
Inc. (MFC) designs, develops, manufactures and sells electronic filters, both
for radio and microwave frequencies, to help process signal distribution and
to prevent unwanted signals from disrupting transmit or receive operations.
Markets served include cable television, television and radio broadcast,
satellite broadcast, and mobile radio, commercial communications and defense
electronics. Niagara Scientific, Inc. (NSI), a wholly owned subsidiary, custom
designs case packing machines to automatically pack products into shipping
cases. Customers are typically processors of food and other commodity products
with a need to reduce labor cost with a modest investment and quick payback.
Critical Accounting Policies
The Company's consolidated financial statements are based on the application
of generally accepted accounting principles (GAAP). GAAP requires the use of
estimates, assumptions, judgments and subjective interpretations of accounting
principles that have an impact on the assets, liabilities, revenue and expense
amounts reported. The Company believes its use of estimates and underlying
accounting assumptions adhere to GAAP and are consistently applied. Valuations
based on estimates are reviewed for reasonableness and adequacy on a
consistent basis throughout the Company. Primary areas where financial
information of the Company is subject to the use of estimates, assumptions and
the application of judgment include revenues, receivables, inventories, and
taxes. Note 1 to the consolidated financial statements in our Annual Report on
Form 10-K for the fiscal year ended September 30, 2003 describes the
significant accounting policies used in preparation of the consolidated
financial statements. The most significant areas involving management
judgments and estimates are described below and are considered by management
to be critical to understanding the financial condition and results of
operations of the Company.
Revenues from product sales are recorded as the products are shipped and
title and risk of loss have passed to the customer, provided that no
significant vendor or post-contract support obligations remain and the
collection of the related receivable is probable. Collections in advance of
the Company's performance of such work are reflected as customer deposits in
the accompanying consolidated balance sheet.
Allowances for doubtful accounts are based on estimates of losses related to
customer receivable balances. The establishment of reserves requires the use
of judgment and assumptions regarding the potential for losses on receivable
balances.
The Company's inventories are valued at the lower of cost or market. The
Company uses certain estimates and judgments and considers several factors
including product demand and changes in technology to provide for excess and
obsolescence reserves to properly value inventory.
The Company has a warranty reserve which provides for the estimated cost of
product returns based upon historical experience and any known conditions or
circumstances. Our warranty obligation is affected by product that does not
meet specifications and performance requirements and any related costs of
addressing such matters.
As a result of the Company's cumulative losses, the Company recorded a non-
cash charge to establish a valuation allowance of $246,000 against net
deferred tax assets. The charge was calculated in accordance with the
provisions of Statement of Financial Accounting Standards No. 109, Accounting
for Income Taxes (SFAS 109), which requires an assessment of both positive and
negative evidence when measuring the need for a valuation allowance. Evidence,
such as operating results during the most recent three-year period, is given
more weight when due to our current lack of visibility, there is a greater
degree of uncertainty that the level of future profitability needed to record
the deferred tax assets will be achieved. Our results over the most recent
three-year period have been negatively affected by the downturn in the
telecommunications marketplace, the sluggish economy and reduced capital
spending. The Company's cumulative loss in the most recent three-year period,
inclusive of the loss for the quarter ended March 31, 2004, represented
sufficient negative evidence to require a valuation allowance under the
provisions of SFAS 109. The Company will maintain a valuation allowance until
sufficient positive evidence exists to support its reduction or reversal.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2004 vs. THREE MONTHS ENDED MARCH 31, 2003
Net sales for the three months ended March 31, 2004 equaled $1,022,496, an
increase of $8,604 or 0.8% when compared to net sales of $1,013,892 for the
three months ended March 31, 2003.
MFC sales for the three months ended March 31, 2004 equaled $1,005,712 an
increase of $39,190 or 4.1% when compared to sales of $966,522 for the three
months ended March 31, 2003. The increase in MFC sales can primarily be
attributed to an increase in the sales of the company's standard
cable/satellite TV products.
MFC's sales order backlog equaled $510,212 at March 31, 2004, an increase of
$112,948, when compared to sales order backlog of $397,264 at December 31,
2003. However, backlog is not necessarily indicative of future sales.
Accordingly, the Company does not believe that its backlog as of any
particular date is representative of actual sales for any succeeding period.
Approximately 98% of MFC's sales order backlog at March 31, 2004 is scheduled
to ship by September 30, 2004.
The increase in MFC's sales order backlog can be attributed to an increase
in orders for the Company's RF/Microwave products. 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 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.
NSI sales for the three months ended March 31, 2004 equaled $16,784, a
decrease of $30,586 or 64.6% when compared to sales of $47,370 for the three
months ended March 31, 2003. Sales of NSI related equipment, on a quarter to
quarter basis, can be impacted by the timing of the shipment of the custom
designed equipment and the customer's scheduled delivery dates. At March 31,
2004, NSI's backlog of orders equaled $7,701, when compared to backlog of $0
at December 31, 2003. Similar to MFC, NSI continues to feel the effects of a
sluggish economy and reduced capital spending.
Gross profit for the three months ended March 31, 2004 equaled $300,958, an
increase of $49,271 or 19.5.% when compared to gross profit of $251,687 for
the three months ended March 31, 2003. As a percentage of sales, gross profit
increased to 29.4% for the three months ended March 31, 2004 compared to 24.8%
for the three months ended March 31, 2003. The increase in gross profit as a
percentage of sales can primarily be attributed to a favorable product sales
mix during the quarter.
Selling, general and administrative (SGA) expenses for the three months
ended March 31, 2004 equaled $447,293, a decrease of $82,479 or 15.6.% when
compared to SG&A expenses of $529,772 for the three months ended March 31,
2003. SGA expenses decreased to 43.7% of sales for the three months ended
March 31, 2004 compared to 52.3% of sales for the three months ended March 31,
2003 primarily due to the dollar decrease in expenses. Due to the uncertain
economic climate, the Company is emphasizing cost controls and cost cutting
measures to minimize operating expenses. However, despite the downturn in
sales, the Company does not expect to significantly reduce its current
marketing efforts or research and development efforts.
The Company recorded a loss from operations of $146,335 for the second
quarter ended March 31, 2004 compared to a loss from operations of $278,085
for the three months ended March 31, 2003. The reduction in the loss can be
attributed to the improvement in gross profit as a percentage of sales and the
decrease in selling, general and administrative (SG&A) expenses during the
quarter when compared to the same period last year.
On an industry segment basis, MFC recorded a loss from operations for the
three months ended March 31, 2004 of $106,559 compared to loss from operations
of $204,811 for the three months ended March 31, 2003. NSI recorded a loss
from operations of $39,776 for the three months ended March 31, 2004 compared
to income from operations of $73,274 for the three months ended March 31,
2003.
As a result of the Company's cumulative losses, the Company recorded a non-
cash charge to establish a valuation allowance of $246,000 against net
deferred tax assets. The charge was calculated in accordance with the
provisions of Statement of Financial Accounting Standards No. 109, Accounting
for Income Taxes (SFAS 109), which requires an assessment of both positive and
negative evidence when measuring the need for a valuation allowance. Evidence,
such as operating results during the most recent three-year period, is given
more weight when due to our current lack of visibility, there is a greater
degree of uncertainty that the level of future profitability needed to record
the deferred tax assets will be achieved. Our results over the most recent
three-year period have been negatively affected by the downturn in the
telecommunications marketplace, the sluggish economy and reduced capital
spending. The Company's cumulative loss in the most recent three-year period,
inclusive of the loss for the quarter ended March 31, 2004, represented
sufficient negative evidence to require a valuation allowance under the
provisions of SFAS 109. The Company will maintain a valuation allowance until
sufficient positive evidence exists to support its reduction or reversal.
The Company recorded a provision for income taxes of $105,065 for the three
months ended March 31, 2004 compared to a benefit for income taxes of $94,322
for the three months ended March 31, 2003 primarily due to the Company
providing a full valuation allowance on the deferred tax assets. In addition,
during the quarter March 31, 2004, the Company assessed its net current taxes
payable and recorded an adjustment of approximately $92,000 to reflect amounts
recoverable.
SIX MONTHS ENDED MARCH 31, 2004 vs. SIX MONTHS ENDED MARCH 31, 2003
Net sales for the six months ended March 31, 2004 equaled $2,255,776, a
decrease of $247,273, or 9.9% when compared to net sales of $2,503,049 for
the six months ended March 31, 2003.
MFC sales for the six months ended March 31, 2004 equaled $2,055,816, a
decrease of $211,869, or 9.3% when compared to sales of $2,267,685 for the six
months ended March 31, 2003. The decrease in MFC sales can primarily be
attributed to a decrease in the sales of the company's standard
cable/satellite TV products for the six month period ended March 31, 2004 when
compared to the same period last year.
NSI sales for the six months ended March 31, 2004 equaled $199,960, a
decrease of $35,404 or 15% when compared to sales of $235,364 for the six
months ended March 31, 2003. Sales of NSI related equipment, on a quarter to
quarter basis, can be impacted by the timing of the shipment of the custom
designed equipment and the customer's scheduled delivery dates.
Gross profit for the six months ended March 31, 2004 equaled $645,533 or
28.6% of sales, a decrease of $55,840, or 8.0%, when compared to gross profit
of $701,373 or 28.0% of sales for the six months ended March 31, 2003. The
decreases in gross profit can primarily be attributed to the lower sales
volume.
SG&A expenses for the six months ended March 31, 2004 equaled $863,556, a
decrease of $255,413 or 22.8% when compared to SG&A expenses of $1,118,969 for
the six months ended March 31, 2003. Due to the uncertain economic climate,
the Company is emphasizing cost controls and cost cutting measures to minimize
operating expenses. However, despite the downturn in sales, the Company does
not expect to significantly reduce its current marketing efforts or research
and development efforts.
The Company recorded a loss from operations of $218,023 for the six months
ended March 31, 2004 compared to a loss from operations of $417,596 for the
six months ended March 31, 2003. The improvement can primarily be attributed
to the reduction in selling, general and administrative (SG&A) expenses for
the six months ended March 31, 2004 when compared to the same period last
year.
As previously discussed, the Company established a full valuation allowance
of $246,000 against our net deferred tax assets during the current quarter and
reflected in the six months ended March 31, 2004.
LIQUIDITY and CAPITAL RESOURCES
Cash and cash equivalents decreased $130,346 to $516,540 at March 31,
2004 when compared to $646,886 at September 30, 2003. The decrease was a
result of $116,094 in net cash used in operating activities, $14,247
in net cash used in investing activities and $5 in net cash used in
financing activities to purchase treasury stock.
The increase in accounts receivable of $27,641 at March 31, 2004, when
compared to September 30, 2003, can primarily be attributed to the increase in
sales during the month ended March 31, 2004 when compared to the month ended
September 30, 2003.
The increase in federal and state income tax recoverable of $137,978 at
March 31, 2004, when compared to September 30, 2003, can primarily be
attributed to the net operating loss carry backs adjusted for during the
quarter ended March 31, 2004 as well as revisions to the current recoverable.
The decrease of $95,456 in inventories at March 31, 2004, when compared to
September 30, 2003, can primarily be attributable to the scheduled delivery of
NSI's sales order backlog of September 30, 2003 during the six months ended
March 31, 2004.
The decrease of $246,000 in deferred tax assets at March 31, 2004, when
compared to September 30, 2003, can primarily be attributable to the valuation
allowance of $246,000 charged against net deferred tax assets during the
quarter ended March 31, 2004.
The increase in accounts payable of $47,338 at March 31, 2004, when compared
to September 30, 2003, can primarily be attributed to an increase in purchases
as a result of the increase in the MFC sales order backlog at March 31, 2004
when compared to September 30, 2003.
The decrease of $141,695 in customer deposits at March 31, 2004, when
compared to September 30, 2003, can primarily be attributed to the shipment of
NSI's sales order backlog of September 30, 2003 during the six months ended
March 31, 2004.
Cash used in investing activities during the six months ended March 31, 2004
consisted of funds provided by the sale of investments of $14,985 and funds
used for capital expenditures of $29,232.
At March 31, 2004, the Company had unused aggregate lines of credit totaling
$750,000 collateralized by all inventory, equipment and accounts receivable.
Management believes that its working capital requirements for the
forseeable future will be met by its existing cash balances, future cash
flows from operations and its current credit arrangements.
Off-Balance Sheet Arrangements
At March 31, 2004 and 2003, the Company did not have any unconsolidated
entities or financial partnerships, such as entities often referred to as
structured finance or special purpose entities, which might have been
established for the purpose of facilitating off-balance sheet arrangements.
RECENT ACCOUNTING PRONOUNCEMENTS
None.
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, therefore, 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. Forward looking
statements may be made directly in this document or "incorporated by
reference" from other documents. You can find many of these statements by
looking for words like "believes," "expects," "anticipates," "estimates," or
similar expressions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no significant change in our exposures to market risk during
the three and six months ended March 31, 2004. For a detailed discussion of
market risk, see our Annual Report on Form 10-K for the fiscal year ended
September 30, 2003, Part II, Item 7A, Quantitative and Qualitative Disclosures
About Market Risk.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Company files or
submits under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time period specified in the
rules and forms of the Securities and Exchange Commission. Based upon their
evaluation of those controls and procedures performed as of March 31, 2004,
the Chief Executive and Chief Financial Officers of the Company concluded,
based upon their best judgement, that the Company's disclosure controls and
procedures were adequate.
The Company made no significant changes in its internal controls or in other
factors that could significantly affect internal controls subsequent to the
date of the evaluation of those controls by the Chief Executive and Chief
Financial Officers. There were no significant deficiencies or material
weaknesses identified in the evaluation and, therefore, no corrective actions
were taken. While the Chief Executive and Chief Financial Officers of the
Company believe that the Company's existing disclosure controls and procedures
have been effective to accomplish its objectives, the Chief Executive and
Chief Financial Officers of the Company intend to examine, refine and
formalize our disclosure controls and procedures and monitor ongoing
developments.
Notwithstanding the foregoing, there can be no assurance that the Company's
disclosure controls and procedures will detect or uncover all failures of
persons within the Company and its consolidated subsidiaries to disclose
material information otherwise required to be set forth in the Company's
periodic reports.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is unaware of any material threatened or pending
litigation against the Company.
Item 2. Changes in Securities
None during this reporting period.
Item 3. Defaults Upon Senior Securities
The Company has no senior securities.
Item 4. Submission of Matters to a Vote of Security Holders
a. The Annual meeting of the Shareholders was held on April 6,
2004 at the Holiday Inn, Carrier Circle, East Syracuse, New York
13057 at 10:00 A.M. pursuant to notice to the shareholders.
The following matter was submitted to the vote of shareholders:
Proposal 1. The election of three directors to hold office until
the Annual Meeting of the Shareholders at which their term expires
or until their successors have been duly elected.
b. The following named persons received the number of votes set opposite
their respective names for election to the Board of Directors:
DIRECTORS VOTES FOR AUTHORITY
WITHHELD
Robert A. Andrews 2,510,158 25,882
Sidney K. Chong 2,359,034 177,006
Louis S. Misenti 2,228,815 307,225
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
31.1 Section 13a-14(a)/15d-14(a) Certification of Carl F. Fahrenkrug
31.2 Section 13a-14(a)/15d-14(a) Certification of Richard L. Jones
32.1 Section 1350 Certification of Carl F. Fahrenkrug
32.2 Section 1350 Certification of Richard L. Jones
b. Reports on Form 8-K
None.
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
MICROWAVE FILTER COMPANY, INC.
May 14, 2004 Carl F. Fahrenkrug
(Date) --------------------------
Carl F. Fahrenkrug
Chief Executive Officer
May 14, 2004 Richard L. Jones
(Date) --------------------------
Richard L. Jones
Chief Financial Officer