UNITED
STATES
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
For
the fiscal year ended
September 30, 2018
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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES [ ]
NO [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES [ ]
NO [X]
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports,
and (2) has been subject to such filing requirements for the past 90 days.
YES
[X] NO [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES [X] NO [ ]
Indicate
by check mark 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. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company (as defined in Rule 12b-2 of the Exchange Act).
Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if smaller
reporting company) Smaller reporting company [X] Emerging growth company [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO
[X]
The
aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s
most recently completed second fiscal quarter was $1,681,780.
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 November 16, 2018: 2,579,680
DOCUMENTS
INCORPORATED BY REFERENCE
Part
III: Portions of the Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the
solicitation of proxies for the Company’s 2019 Annual Meeting of Shareholders are incorporated by reference into Part III.
(With the exception of those portions which are specifically incorporated by reference in this Form 10-K, the Proxy Statement
is not deemed to be filed or incorporated by reference as part of this report.)
PART
I
ITEM
1. BUSINESS.
FORWARD-LOOKING
CAUTIONARY STATEMENT
In
an effort to provide investors a balanced view of the Company’s current condition and future growth opportunities, this
Annual Report on Form 10-K may include comments by the Company’s management about future performance. These statements which
are not historical information are “forward-looking statements” pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These, and other forward-looking statements, are subject to business and economic risks
and uncertainties that could cause actual results to differ materially from those discussed. These risks and uncertainties include,
but are not limited to: risks associated with demand for and market acceptance of existing and newly developed products as to
which the Company has made significant investments; general economic and industry conditions; slower than anticipated penetration
into the satellite communications, mobile radio and commercial and defense electronics markets; competitive products and pricing
pressures; increased pricing pressure from our customers; risks relating to governmental regulatory actions in broadcast, communications
and defense programs; as well as other risks and uncertainties, including but not limited to those detailed from time to time
in the Company’s Securities and Exchange Commission filings. These forward-looking statements are made only as of the date
hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise. You are encouraged to review Microwave Filter Company’s 2018 Annual Report and
other Securities and Exchange Commission filings. Forward looking statements may be made directly in this document or “incorporated
by reference” from other documents. You can find many of these statements by looking for words like “believes,”
“expects,” “anticipates,” “estimates,” or similar expressions.
GENERAL
DEVELOPMENT OF BUSINESS
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 radio frequency (RF) filters and related components for eliminating interference and facilitating signal processing
for such markets as Cable Television, Broadcast, Commercial and Military Communications, Avionics, Radar, Navigation and Defense.
The Company designs waveguide, stripline/ microstrip, transmission line, miniature/subminiature and lumped constant filters. Configurations
include bandpass, highpass, lowpass, bandstop, multiplexers, tunable notch, tunable bandpass, high power filters, amplitude equalized,
delay equalized and filter networks. The Company actively produces over 1,700 standard products and has designed more than 5,000
custom products for specialized applications.
The
manufacturing facility includes a modern CAD system, a test department with automated network analyzers to 50 GHz, a high capacity
conveyor soldering oven and a fully compliant finishing operation. The Company’s Quality Management System has been certified
ISO 9001:2015 recognizing the Company as a quality vendor.
Efficient
computer 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 in most cases.
A
network based CAD 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
9001:2015 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.
Other
in-house testing facilities include environmental chambers capable of testing products for temperatures of -40 to 200 degrees
Celsius and humidity up to 100 percent. Several high power amplifiers are available for power tests. We have 2500 watt capability
from 88-108Mhz with 200 watt capability up to 2200 Mhz. Facilities are also available for salt spray, sand and dust, shock and
vibration, RFI leakage and altitude testing.
MARKETS
Microwave
Filter Company, Inc. (MFC)
RF
and Microwave - 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.
MFC’s
RF/Microwave products are sold primarily to Original Equipment Manufacturers that serve the mobile radio, commercial communications
and defense electronics markets. The Company continues to invest in production engineering and infrastructure development to penetrate
OEM market segments as they become popular. MFC is concentrating its technical resources and product development efforts toward
potential high volume customers as part of a concentrated effort to provide substantial long-term growth. The Company is also
actively sourcing complimentary products to distribute to augment sales.
Satellite
- Microwave filters for removing interference are provided for commercial antennas. A variety of products are available that offer
protection and or solutions to interference that affects the feedhorn, downconverter and receiver. An extensive offering of filters
are also available for satellite services utilizing the higher KU and KA frequency bands. Management expects the demand for these
types of filters to continue with the proliferation of earth stations world wide and increased sources of interference.
Mobile
Radio and Data Links - 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. More recently there has been demand for filters and diplexers
for broadband microwave applications for Voice Over Internet Protocol (“VOIP”) with the number of services increasing
and ISP use. The advent of license exempt applications has increased the need for interference filtering. With the number of services
increasing and our air waves becoming more congested, filters are increasingly important to many transmit operations.
Cable
Television (CATV) - The CATV marketplace continues to change as cable operators begin the process of migrating to the latest DOCSIS
(Data Over Cable Service Interface Specification) standard, DOCSIS 3.1.
DOCSIS
3.1 continues the evolution of digital CATV systems with the focus of improving spectrum efficiency and providing greater programming
flexibility to benefit consumers. These changes move CATV systems from one that is channelized to one segmented into larger frequency
blocks. The ultimate goal of DOCSIS 3.1 is to expand the operating frequency capabilities beyond 1700MHz. DOCSIS 3.1 will provide
substantial increases in internet speed and allow for increased TV picture resolution; i.e., Ultra High Definition (UHD) or 4K
TV and beyond. DOCSIS 3.1 allows CATV operators to remain competitive with their fiber optic counterparts.
MFC
primarily serves this market with standard and custom filters used at the headend to process signals and remove interference.
A very popular application involves removing or re-routing TV channels to organize programming line ups in multi-dwelling facilities
(i.e. hospitals, senior living facilities.)
Since
all cable operators initially receive substantial programming via satellite, products from our satellite market cross over into
the cable television market. C-band satellite receive systems are prone to various types of terrestrial interference which are
curable in many cases by applying MFC bandpass filters.
Broadcast
– MFC continues to develop and expand its series of wireless diplexers.
Due
to analog to digital conversion within the TV (UHF/VHF) broadcast industry, Microwave Filter Company has developed new filter
products to accommodate the wider bandwidths necessary for the digital transmission. In order to accommodate the wider digital
TV signal bandwidths, customers have been forced to replace their existing (narrower bandwidth) analog filters with (wider bandwidth)
digital filters.
As
a result of the recent Broadcast Incentive Auction, UHF channels 38-51 have been auctioned off for Internet Service Provider operations.
TV Stations within this channel range that wish to continue broadcasting will be relocated to the remaining UHF spectrum of channels
14-36. This reallocation is expected to align well with MFC’s UHF broadcast filters and combining systems as the changeovers
take place.
MFC
also continues to serve other segments of the Broadcast industry such as FM radio, STL (TV Studio-to-Transmitter Links) and the
BAS (Broadcast Auxiliary Service) band (formerly known as the ENG (Electronic News Gathering) band.)
WORLD
TRADE
The
Company’s international sales decreased $66,310 or 16.4% to $338,005 for the fiscal year ended September 30, 2018 when compared
to international sales of $404,315 during the fiscal year ended September 30, 2017.
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.
SIGNIFICANT
CUSTOMERS
Sales
to one customer represented 32% of total sales for the fiscal year ended September 30, 2018 compared to 41.2% of total sales for
the fiscal year ended September 30, 2017. These sales are in connection with a multiyear program in which the Company is a subcontractor.
A loss of this customer or programs related to this customer could materially impact the Company.
EXPORT
CONTROLS
Our
products are subject to the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce
and may, in certain instances, be subject to the International Traffic in Arms Regulations (“ITAR”) administered by
the U.S. Department of State. EAR restricts the export of defense products, technical data and defense services. We believe that
we have implemented internal export procedures and controls in order to achieve compliance with the applicable U.S. export control
regulations.
ENVIRONMENTAL
REGULATION
Compliance
with federal, state and local requirements relating to the discharge of substances into the environment, the disposal of hazardous
waste and other activities affecting the environment has been accomplished without material effect on the Company’s liquidity
and capital resources, competitive position or financial statements and management believes that such compliance will not have
a material effect on the Company’s liquidity and capital resources, competitive position or financial statements in the
future
BACKLOG
At
September 30, 2018, the Company’s total backlog of orders, which represents firm orders from customers, was $1,301,734 compared
to $702,665 at September 30, 2017. The total Company backlog at September 30, 2018 is scheduled to ship during fiscal 2019. 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.
EMPLOYEES
At
September 30, 2018, the Company employed 29 full-time, 6 part-time and 2 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 $334,851 and $326,965 for the fiscal years 2018 and 2017, respectively. Research
and development costs are charged to operations as incurred.
COMPETITION
The
principal competitive factors facing both MFC 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.
AVAILABLE
INFORMATION
Our
Internet address is www.microwavefilter.com. There we make available, free of charge, our annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, our proxy statement and any amendments to those reports or statements filed
or furnished pursuant to Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable
after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (SEC). Our SEC reports
can be accessed through the investor relations link of our website. The information found on our website is not part of this or
any other report we file with or furnish to the SEC.
The
public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room located at 450 Fifth
Street NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains electronic versions of our reports on its website at www.sec.gov.
ITEM
1A. RISK FACTORS
As
a “smaller reporting company”, we are not required to provide information required by this item.
ITEM
1B. UNRESOLVED STAFF COMMENTS
None.
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.
On
July 2, 2013, Microwave Filter Company, Inc. (the “Company”) entered into a Ten Year Term Loan with KeyBank National
Association in the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00). The amount of all advances outstanding together
with accrued interest thereon shall be due and payable on July 2, 2023 (“Maturity”). The Company shall pay interest
on the outstanding principal balance of this Note at the rate per annum equal to 4.5%. The net proceeds from the Term Loan will
be available to provide working capital as needed. The total amount outstanding as of September 30, 2018 and 2017 was $270,172
and $318,998, respectively.
The
Company has secured this Note by: (a) a Mortgage, Assignment of Rents, Security Agreement and Fixture Filing which creates a 1
st
lien on real property situated in the Town of Dewitt, County of Onondaga, and State of New York and known as 6743 Kinne
Street, East Syracuse, New York; (b) a General Assignment of Rents and Leases; (c) an Environmental Compliance and Indemnification;
and (d) such other security as may now or hereafter be given to Lender as collateral for the loan.
ITEM
3. LEGAL PROCEEDINGS.
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The
Company’s securities are currently quoted on the OTC marketplace (
www.otcmarkets.com
) under the symbol “MFCO.”
The
following table shows the high and low closing 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 2018
|
|
High
|
|
|
Low
|
|
|
|
|
|
|
|
|
Oct. 1, 2017 to Dec. 31, 2017
|
|
$
|
0.66
|
|
|
$
|
0.59
|
|
Jan. 1, 2018 to Mar. 31, 2018
|
|
|
0.73
|
|
|
|
0.59
|
|
Apr. 1, 2018 to June 30, 2018
|
|
|
1.00
|
|
|
|
0.60
|
|
July 1, 2018 to Sept. 30, 2018
|
|
|
0.60
|
|
|
|
0.57
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2017
|
|
|
High
|
|
|
|
Low
|
|
|
|
|
|
|
|
|
|
|
Oct. 1, 2016 to Dec. 31, 2016
|
|
$
|
0.65
|
|
|
$
|
0.55
|
|
Jan. 1, 2017 to Mar. 31, 2017
|
|
|
0.79
|
|
|
|
0.60
|
|
Apr. 1, 2017 to June 30, 2017
|
|
|
0.70
|
|
|
|
0.61
|
|
July 1, 2017 to Sept. 30, 2017
|
|
|
0.65
|
|
|
|
0.59
|
|
The
Company had 548 holders of record of its common stock at November 16, 2018. Included in this number are shares held in “nominee”
or “street” name and, therefore, the number of beneficial owners of the common stock is believed to be substantially
in excess of the foregoing number.
Payment
of future dividends, if any, will be at the discretion of the Board of Directors after taking into consideration various factors,
including the Company’s financial condition, operating results and current and anticipated cash needs.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Microwave
Filter Company, Inc. (MFC) operates primarily in the United States and principally in one industry. The Company extends credit
to business customers, including original equipment manufacturers (OEMs), distributors and other end users, 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 and commercial
and defense electronics. NSI’s sales consist of spare parts orders.
RESULTS
OF OPERATIONS
The
following table sets forth the Company’s net sales by major product group for each of the fiscal years in the two year period
ended September 30, 2018.
Product group
|
|
Fiscal
2018
|
|
|
Fiscal
2017
|
|
|
|
|
|
|
|
|
Microwave Filter:
|
|
|
|
|
|
|
|
|
RF/Microwave
|
|
$
|
1,400,083
|
|
|
$
|
1,651,812
|
|
Satellite
|
|
|
1,176,034
|
|
|
|
778,775
|
|
Broadcast TV
|
|
|
425,787
|
|
|
|
276,443
|
|
Cable TV
|
|
|
334,897
|
|
|
|
322,193
|
|
Niagara Scientific
|
|
|
5,010
|
|
|
|
7,446
|
|
Total
|
|
$
|
3,341,811
|
|
|
$
|
3,036,669
|
|
|
|
|
|
|
|
|
|
|
Sales backlog
at 9/30
|
|
$
|
1,301,734
|
|
|
$
|
702,665
|
|
Fiscal
2018 compared to fiscal 2017
Consolidated
net sales for the fiscal year ended September 30, 2018 equaled $3,341,811, an increase of $305,142 or 10%, when compared to consolidated
net sales of $3,036,669 during the fiscal year ended September 30, 2017
MFC’s
RF/Microwave product sales decreased $251,729 or 15.2% to $1,400,083 during the fiscal year ended September 30, 2018 when compared
to sales of $1,651,812 during the fiscal year ended September 30, 2017. MFC’s RF/Microwave products are sold primarily to
Original Equipment Manufacturers (OEM) that serve the mobile radio, commercial communications and defense electronics markets.
Sales to one OEM customer decreased $181,755 to $1,070,250, or 32% of total sales, during the fiscal year ended September 30,
2018 compared to sales of $1,252,005, or 41.2% of total sales, during the fiscal year ended September 30, 2017. These sales are
in connection with a multiyear program in which the Company is a subcontractor. The Company continues to invest in production
engineering and infrastructure development to penetrate OEM market segments as they become popular. MFC is concentrating its technical
resources and product development efforts toward potential high volume customers as part of a concentrated effort to provide substantial
long-term growth. Over the last year, MFC, in conjunction with various OEM’s, has developed and supplied prototypes as well
as small production runs in support of new programs being introduced to the marketplace. It is our belief that a continuation
of this effort will help increase sales as well as reinforcing MFC’s position as a quality manufacturer of RF filters and
assemblies.
MFC’s
Satellite product sales increased $397,259 or 51% to $1,176,034 during the fiscal year ended September 30, 2018 when compared
to sales of $778,775 during the fiscal year ended September 30, 2017. The increase can be attributed to an increase in demand
for filters which suppress strong out-of-band interference caused by military and civilian radar systems and other sources. Management
expects demand for these types of filters to continue with the proliferation of earth stations world wide and increased sources
of interference.
MFC’s
Broadcast TV product sales increased $149,344 or 54% to $425,787 for the fiscal year ended September 30, 2018 when compared to
sales of $276,443 for the fiscal year ended September 30, 2017. The increase can primarily be attributed to the Broadcast Incentive
Auction. This auction repurposed 84 Mhz of frequency spectrum to be allocated to wireless broadband. UHF stations that had been
operating in that frequency spectrum would be required to relocate to a lower available channel. Combining networks and other
accessories manufactured by MFC make this transition possible.
MFC’s
Cable TV product sales increased $12,704 or 3.9% to $334,897 during the fiscal year ended September 30, 2018 when compared to
Cable TV product sales of $322,193 during the fiscal year ended September 30, 2017. Management continues to project flat or a
decrease in demand for Cable TV products due to the shift from analog to digital television. Due to the inherent nature of digital
modulation versus analog modulation, fewer filters will be required. The Company has developed filters for digital television
and there will still be requirements for analog filters for limited applications in commercial and private cable systems.
At
September 30, 2018, the Company’s total backlog of orders, which represents firm orders from customers, equaled $1,301,734
compared to $702,665 at September 30, 2017. The total Company backlog at September 30, 2018 is scheduled to ship during fiscal
2019. 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.
Gross
profit increased $317,215 to $1,325,884 during the fiscal year ended September 30, 2018 when compared to gross profit of $1,008,669
during the fiscal year ended September 30, 2017. The increase in gross profit can be attributed the higher sales volume and lower
payroll and payroll related expenses due to a reduction in head count in production labor and production support positions due
to retirement and employee turnover with the positions not immediately filled.
Selling,
general and administrative (SG&A) expenses increased $71,955 or 5.7% to $1,333,710 during the fiscal year ended September
30, 2018 when compared to SG&A expenses of $1,261,755 during the fiscal year ended September 30, 2017. The increase can be
attributed to higher payroll costs.
Other
income (expense) was an expense of $8,183 for the fiscal year ended September 30, 2018 compared to expense of $11,130 for the
fiscal year ended September 30, 2017 primarily due to interest expense of $13,366 offset by miscellaneous non-operating income
of $5,183 for the fiscal year ended September 30, 2018 and interest expense of $15,545 offset by miscellaneous non-operating income
of $4,415 for the fiscal year ended September 30, 2017. Other income generally consists of interest income, sales of scrap material,
the forfeiture of non-refundable deposits and other incidental items.
The
Company recorded income taxes of $50 and $0 for the fiscal year ended September 30, 2018 and September 30. 2017. Any other provision
for income tax expense was fully offset by a reversal of a portion of the Company’s valuation allowance. Any benefit for
losses has been subject to a valuation allowance since the realization of the deferred tax benefit is not considered more likely
than not. As required by FASB ASC 740 the Company has evaluated the positive and negative evidence bearing upon the realization
of its deferred tax assets. The Company has determined that, at this time, it is more likely than not that the Company will not
realize all of the benefits of federal and state deferred tax assets, and, as a result, a valuation allowance was established.
See Note 7 to the consolidated financial statements.
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 and its existing cash balances.
|
|
September
30
|
|
|
|
2018
|
|
|
2017
|
|
Cash & cash equivalents
|
|
$
|
674,045
|
|
|
$
|
667,940
|
|
Working capital
|
|
$
|
1,147,509
|
|
|
$
|
1,149,368
|
|
Current ratio
|
|
|
4.18
to 1
|
|
|
|
4.24
to 1
|
|
Long-term debt
|
|
$
|
219,071
|
|
|
$
|
270,172
|
|
Cash
and cash equivalents increased $6,105 to $674,045 at September 30, 2018 when compared to $667,940 at September 30, 2017. The decrease
was a result of $62,282 in net cash provided by operating activities, $7,348 in net cash used for capital expenditures, $48,826
in net cash used for repayment of a note payable and $3 in net cash used to purchase treasury stock.
Net
cash provided by operating activities fluctuates between periods primarily as a result of differences in sales and net income
and the timing of the collection of accounts receivable, purchase of inventory, and payment of accounts payable
.
On
July 2, 2013, Microwave Filter Company, Inc. (the “Company”) entered into a Ten Year Term Loan with KeyBank National
Association in the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00). The amount of all advances outstanding together
with accrued interest thereon shall be due and payable on July 2, 2023 (“Maturity”). The Company shall pay interest
on the outstanding principal balance of this Note at the rate per annum equal to 4.5%. The net proceeds from the Term Loan will
be available to provide working capital as needed. The total amount outstanding as of September 30, 2018 and 2017 was $270,172
and $318,998, respectively.
The
Company has secured this Note by: (a) a Mortgage, Assignment of Rents, Security Agreement and Fixture Filing which creates a 1
st
lien on real property situated in the Town of Dewitt, County of Onondaga, and State of New York and known as 6743 Kinne
Street, East Syracuse, New York; (b) a General Assignment of Rents and Leases; (c) an Environmental Compliance and Indemnification;
and (d) such other security as may now or hereafter be given to Lender as collateral for the loan.
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.
Off-Balance
Sheet Arrangements
At
September 30, 2018 and 2017, 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.
Critical
Accounting Policies
The
Company’s consolidated financial statements are based on the application of accounting principles generally accepted in
the United States of America (GAAP). GAAP requires the use of estimates, assumptions, judgments and subjective interpretations
of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. The Company believes
its use of estimates and underlying accounting assumptions adhere to GAAP and are consistently applied. Valuations based on estimates
are reviewed for reasonableness and adequacy on a consistent basis throughout the Company. Primary areas where financial information
of the Company is subject to the use of estimates, assumptions and the application of judgment include revenues, receivables,
inventories, warranty reserves and taxes.
Revenues
from product sales are recorded as the products are shipped and title and risk of loss have passed to the customer, provided that
no significant vendor or post-contract support obligations remain and the collection of the related receivable is probable. Billings
in advance of the Company’s performance of such work are reflected as customer deposits in the accompanying consolidated
balance sheet.
Allowances
for doubtful accounts are based on estimates of losses related to customer receivable balances. The establishment of reserves
requires the use of judgment and assumptions regarding the potential for losses on receivable balances.
The
Company’s inventories are stated at the lower of cost determined on the first-in, first-out method or net realizable value.
The Company uses certain estimates and judgments and considers several factors including product demand and changes in technology
to provide for excess and obsolescence reserves to properly value inventory.
The
Company established a warranty reserve which provides for the estimated cost of product returns based upon historical experience
and any known conditions or circumstances. Our warranty obligation is affected by product that does not meet specifications and
performance requirements and any related costs of addressing such matters.
The
Company has deferred tax assets that are reviewed for recoverability and valued accordingly. These assets are evaluated by using
estimates of future taxable income streams and the impact of tax planning strategies. Valuations related to tax accruals and assets
can be impacted by changes to tax codes, changes in statutory tax rates and the Company’s future taxable income levels.
The Company has provided a full valuation allowance against its deferred tax assets.
SAFE
HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
In
an effort to provide investors a balanced view of the Company’s current condition and future growth opportunities, this
Annual Report on Form 10-K may include comments by the Company’s management about future performance. These statements which
are not historical information are “forward-looking statements” pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These, and other forward-looking statements, are subject to business and economic risks
and uncertainties that could cause actual results to differ materially from those discussed. These risks and uncertainties include,
but are not limited to: risks associated with demand for and market acceptance of existing and newly developed products as to
which the Company has made significant investments; general economic and industry conditions; slower than anticipated penetration
into the satellite communications, mobile radio and commercial and defense electronics markets; competitive products and pricing
pressures; increased pricing pressure from our customers; risks relating to governmental regulatory actions in broadcast, communications
and defense programs; as well as other risks and uncertainties, including but not limited to those detailed from time to time
in the Company’s Securities and Exchange Commission filings. These forward-looking statements are made only as of the date
hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise. You are encouraged to review Microwave Filter Company’s 2018 Annual Report and
other Securities and Exchange Commission filings. Forward looking statements may be made directly in this document or “incorporated
by reference” from other documents. You can find many of these statements by looking for words like “believes,”
“expects,” “anticipates,” “estimates,” or similar expressions.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As
a “smaller reporting company”, we are not required to provide information required by this item.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The
Financial Statements 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.
ITEM
9A. CONTROLS AND PROCEDURES
EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES
Management’s
responsibility includes establishing and maintaining adequate internal control over financial reporting. The Company’s management,
with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation,
the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the
Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There
have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial reporting.
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The
Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting
as defined in Rules 13a-15(f) and 15d-15(f) under the exchange act.
Under
the supervision and with the participation of the Company’s management, including our principal executive officer and principal
financial officer, the Company conducted an evaluation of its internal control over financial reporting using the criteria set
forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
in 2013. Based on this evaluation, the Company’s management concluded and certifies that its internal control over financial
reporting was effective as of September 30, 2018.
This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting. Our report was not subject to attestation by our registered public accounting firm pursuant to rules of the
SEC that permit the Company to provide only management’s report in this annual report.
ITEM
9B. OTHER INFORMATION
None.
PART
III
The
information called for by “Item 10. Directors, Executive Officers, and Corporate Governance”, “Item 11. Executive
Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”,
“Item 13. Certain Relationships and Related Transactions, and Director Independence” and “Item 14. Principal
Accountant Fees and Services”, is hereby incorporated by reference to the Company’s Proxy Statement for its Annual
Meeting of Shareholders, to be filed with the SEC pursuant to Regulation 14a under the Securities Exchange Act of 1934, as amended.
PART
IV
ITEM
15. FINANCIAL STATEMENT SCHEDULES AND EXHIBITS.
(a)
|
1. and 2. Financial
Statements and Schedules:
|
|
|
|
Reference is made
to the list of Financial Statements submitted as a separate section of this report.
|
(b)
|
Exhibits:
|
|
|
|
Reference is made to the List of Exhibits submitted as a separate
section of this report.
|
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/
Paul W. Mears
|
|
By:
|
Paul W. Mears
|
|
|
(Chief Executive Officer)
|
|
|
/S/
Richard Jones
|
|
By:
|
Richard Jones
|
|
|
(Vice President and Chief Financial Officer)
|
|
Dated:
December 5, 2018
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/
Robert R. Andrews
|
|
/S/
Carl F. Fahrenkrug
|
Robert
R. Andrews
|
|
Carl
F. Fahrenkrug
|
(Director)
|
|
(Director)
|
|
|
|
/S/
Frank Markovich
|
|
/S/
Paul W. Mears
|
Frank
Markovich
|
|
Paul
W. Mears
|
(Director)
|
|
(Director)
|
|
|
|
/S/
Sidney Chong
|
|
|
Sidney
Chong
|
|
|
(Director)
|
|
|
Dated:
December 5, 2018
ANNUAL
REPORT ON FORM 10-K
MICROWAVE
FILTER COMPANY, INC.
AND
SUBSIDIARIES
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
ITEM
8, ITEM 15(a)(1) and (2)
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.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of Microwave Filter Company, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Microwave Filter Company, Inc. and Subsidiaries (The “Company”)
as of September 30, 2018 and 2017, and the related consolidated statements of operations, stockholders’ equity, and cash
flows for the years then ended, and the related notes. In our opinion, the consolidated financial statements present fairly, in
all material respects, the financial position of the Company as of September 30, 2018 and 2017, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States
of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion the
Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the
Company in accordance with the U. S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether
due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating
the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of
the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
Dannible & McKee, LLP
Dannible
& McKee, LLP
We
have served as the Company’s auditor since 2015.
Syracuse,
New York
December
5, 2018
Microwave
Filter Company and Subsidiaries
Consolidated
Balance Sheets
|
|
September
30,
|
|
|
|
2018
|
|
|
2017
|
|
Assets
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
674,045
|
|
|
$
|
667,940
|
|
Accounts receivable-trade,
net of allowance for doubtful accounts of $4,000 and $4,000
|
|
|
402,760
|
|
|
|
350,703
|
|
Inventories, net
of obsolete inventory reserve of $463,286 and $445,393
|
|
|
377,603
|
|
|
|
458,158
|
|
Prepaid
expenses and other current assets
|
|
|
54,416
|
|
|
|
27,858
|
|
Total current assets
|
|
|
1,508,824
|
|
|
|
1,504,659
|
|
|
|
|
|
|
|
|
|
|
Property, plant
and equipment, net
|
|
|
261,474
|
|
|
|
326,778
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
1,770,298
|
|
|
$
|
1,831,437
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’
Equity
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
116,938
|
|
|
$
|
104,349
|
|
Customer deposits
|
|
|
35,278
|
|
|
|
43,893
|
|
Accrued payroll
and related expenses
|
|
|
38,711
|
|
|
|
39,710
|
|
Accrued compensated
absences
|
|
|
90,449
|
|
|
|
96,490
|
|
Notes Payable -
Short Term
|
|
|
51,101
|
|
|
|
48,826
|
|
Other
current liabilities
|
|
|
28,838
|
|
|
|
22,023
|
|
Total
current liabilities
|
|
|
361,315
|
|
|
|
355,291
|
|
|
|
|
|
|
|
|
|
|
Notes
Payable - Long Term
|
|
|
219,071
|
|
|
|
270,172
|
|
Total
other liabilities
|
|
|
219,071
|
|
|
|
270,172
|
|
Total
liabilities
|
|
|
580,386
|
|
|
|
625,463
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
Common stock, $.10
par value. Authorized 5,000,000 shares Issued 4,324,140 in 2018 and 2017, Outstanding 2,579,680 in 2018 and 2,579,684 in 2017
|
|
|
432,414
|
|
|
|
432,414
|
|
Additional paid-in
capital
|
|
|
3,248,706
|
|
|
|
3,248,706
|
|
Accumulated deficit
|
|
|
(796,444
|
)
|
|
|
(780,385
|
)
|
|
|
|
|
|
|
|
|
|
Common
stock in treasury, at cost, 1,744,460 shares in 2018 and 1,744,456 shares in 2017
|
|
|
(1,694,764
|
)
|
|
|
(1,694,761
|
)
|
Total
stockholders’ equity
|
|
|
1,189,912
|
|
|
|
1,205,974
|
|
Total
Liabilities and Stockholders’ Equity
|
|
$
|
1,770,298
|
|
|
$
|
1,831,437
|
|
The
accompanying notes are an integral part of the consolidated financial statements.
Microwave
Filter Company and Subsidiaries
Consolidated
Statements of Operations
|
|
For
the Years Ended September 30
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
3,341,811
|
|
|
$
|
3,036,669
|
|
|
|
|
|
|
|
|
|
|
Cost of goods
sold
|
|
|
2,015,927
|
|
|
|
2,028,000
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
1,325,884
|
|
|
|
1,008,669
|
|
|
|
|
|
|
|
|
|
|
Selling, general
and administrative expenses
|
|
|
1,333,710
|
|
|
|
1,261,755
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(7,826
|
)
|
|
|
(253,086
|
)
|
|
|
|
|
|
|
|
|
|
Non-operating Income (Expense)
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
1,243
|
|
|
|
1,880
|
|
Interest expense
|
|
|
(13,366
|
)
|
|
|
(15,545
|
)
|
Miscellaneous
|
|
|
3,940
|
|
|
|
2,535
|
|
|
|
|
|
|
|
|
|
|
Loss before income
taxes
|
|
|
(16,009
|
)
|
|
|
(264,216
|
)
|
|
|
|
|
|
|
|
|
|
Provision for
income taxes
|
|
|
(50
|
)
|
|
|
(0
|
)
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(16,059
|
)
|
|
$
|
(264,216
|
)
|
|
|
|
|
|
|
|
|
|
Per share data:
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss
|
|
|
|
|
|
|
|
|
Per Common Share
|
|
$
|
(0.01
|
)
|
|
$
|
(0.10
|
)
|
|
|
|
|
|
|
|
|
|
Shares used in computing net loss per
common share:
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
2,579,681
|
|
|
|
2,580,271
|
|
The
accompanying notes are an integral part of the consolidated financial statements.
Microwave
Filter Company and Subsidiaries
Consolidated
Statements of Stockholders’ Equity
For
the Years Ended September 30, 2018 and 2017
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
Common
Stock
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Treasury
Stock
|
|
|
Stockholders’
|
|
|
|
Shares
|
|
|
Amt
|
|
|
Capital
|
|
|
Deficit
|
|
|
Shares
|
|
|
Amt
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2016
|
|
|
4,324,140
|
|
|
|
432,414
|
|
|
|
3,248,706
|
|
|
|
(516,169
|
)
|
|
|
1,743,133
|
|
|
|
(1,693,950
|
)
|
|
|
1,471,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(264,216
|
)
|
|
|
|
|
|
|
|
|
|
|
(264,216
|
)
|
Purchase
of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,323
|
|
|
|
(811
|
)
|
|
|
(811
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
|
4,324,140
|
|
|
|
432,414
|
|
|
|
3,248,706
|
|
|
|
(780,385
|
)
|
|
|
1,744,456
|
|
|
|
(1,694,761
|
)
|
|
|
1,205,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,059
|
)
|
|
|
|
|
|
|
|
|
|
|
(16,059
|
)
|
Purchase
of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
(3
|
)
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2018
|
|
|
4,324,140
|
|
|
$
|
432,414
|
|
|
$
|
3,248,706
|
|
|
$
|
(796,444
|
)
|
|
|
1,744,460
|
|
|
$
|
(1,694,764
|
)
|
|
$
|
1,189,912
|
|
The
accompanying notes are an integral part of the consolidated financial statements.
Microwave
Filter Company and Subsidiaries
Consolidated
Statements of Cash Flows
|
|
For
the Years Ended September 30
|
|
|
|
2018
|
|
|
2017
|
|
Cash flows from operating
activities:
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(16,059
|
)
|
|
$
|
(264,216
|
)
|
Adjustments to reconcile
net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
72,652
|
|
|
|
81,488
|
|
Inventory
obsolescence provision
|
|
|
17,893
|
|
|
|
9,865
|
|
Changes in assets and
liabilities:
|
|
|
|
|
|
|
|
|
Accounts
receivable-trade
|
|
|
(52,057
|
)
|
|
|
(4,070
|
)
|
Inventories
|
|
|
62,662
|
|
|
|
(19,276
|
)
|
Prepaid
and other current assets
|
|
|
(26,558
|
)
|
|
|
33,815
|
|
Accounts
payable and customer deposits
|
|
|
3,974
|
|
|
|
57,654
|
|
Accrued
payroll, compensated absences and related expenses
|
|
|
(7,040
|
)
|
|
|
(52,388
|
)
|
Other
current liabilities
|
|
|
6,815
|
|
|
|
5,749
|
|
Net
cash provided by (used in) operating activities
|
|
|
62,282
|
|
|
|
(151,379
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
|
(7,348
|
)
|
|
|
(56,335
|
)
|
Net
cash used in investing activities
|
|
|
(7,348
|
)
|
|
|
(56,335
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
Repayment
of note payable
|
|
|
(48,826
|
)
|
|
|
(46,652
|
)
|
Purchase
of treasury stock
|
|
|
(3
|
)
|
|
|
(811
|
)
|
Net
cash used in financing activities
|
|
|
(48,829
|
)
|
|
|
(47,463
|
)
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
6,105
|
|
|
|
(255,177
|
)
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
at beginning of year
|
|
|
667,940
|
|
|
|
923,117
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
at end of year
|
|
$
|
674,045
|
|
|
$
|
667,940
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures
of cash flows:
|
|
|
|
|
|
|
|
|
Cash
paid during the year for :
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
13,538
|
|
|
$
|
15,712
|
|
Taxes
|
|
$
|
50
|
|
|
$
|
0
|
|
The
accompanying notes are an integral part of the consolidated financial statements.
Microwave
Filter Company and Subsidiaries
Notes
to Consolidated Financial Statements
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a.
Nature of Business
Microwave
Filter Company, Inc. (MFC) operates primarily in the United States and principally in one industry. The Company extends credit
to business customers based upon ongoing credit evaluations. Microwave Filter Company, Inc. designs, develops, manufactures and
sells electronic filters, both for radio and microwave frequencies, to help process signal distribution and to prevent unwanted
signals from disrupting transmit or receive operations. Markets served include cable television, television and radio broadcast,
satellite broadcast, mobile radio, commercial communications and defense electronics.
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) (dormant); located in Syracuse, New York. All significant
intercompany balances and transactions have been eliminated in consolidation.
c.
Revenue Recognition
Revenues
from product sales are recorded as the products are shipped and title and risk of loss have passed to the customer, provided that
no significant vendor or post-contract support obligations remain and the collection of the related receivable is probable. Billings
in advance of the Company’s performance of such work are reflected as customer deposits in the accompanying consolidated
balance sheet.
d.
Cash and Cash Equivalents
The
Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and accounts
receivable. Cash and cash equivalents consist of cash in banks and money market funds. The Company considers all highly liquid
investments with original maturities of three months or less to be cash equivalents. The Company’s cash is held at federally
insured institutions and balances may periodically exceed insured limits. The Company has not experienced any losses in such accounts
and believes it is not exposed to any significant credit risk with respect to cash. The Company also routinely assesses the financial
strength of its customers and, as a consequence, believes that its trade accounts receivable credit risk exposure is limited.
e.
Trade Accounts Receivable and Allowance for Doubtful Accounts
Trade
accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s
best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company reviews
its allowance for doubtful accounts monthly. Past due balances are reviewed individually for collectibility. Account balances
are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered
remote. The Company does not have any off-balance-sheet credit exposure related to its customers.
f.
Inventories and Reserve for Obsolescence
Inventories
are stated at the lower of cost determined on the first-in, first-out method or net realizable value.
Net
realizable value is determined as the estimated selling price in the normal course of business minus the cost of completion, disposal
and transportation.
The
Company records a reserve for obsolete or excess inventory. The Company considers inventory quantities greater than a three year
supply based on current year activity as well as any additional specifically identified inventory to be excess. The Company also
provides for the total value of inventories that are determined to be obsolete based on criteria such as customer demand and changing
technologies.
g.
Research and Development
Costs
in connection with research and development, which amount to $334,851 and $326,965 for the fiscal years 2018 and 2017, respectively,
are charged to operations as incurred.
h.
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. Buildings and building improvements are depreciated over an estimated service life of 10 to 30 years.
Machinery and equipment are depreciated over an estimated useful life of 3 to 10 years. Office equipment and fixtures are depreciated
over an estimated useful life of 3 to 10 years. 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.
i.
Income Taxes
The
Company accounts for income taxes under FASB ASC 740-10. Deferred tax assets and liabilities are based on the difference between
the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates which are anticipated to
be in effect when these differences reverse. The deferred tax provision is the result of the net change in the deferred tax assets
and liabilities. A valuation allowance is established when it is necessary to reduce deferred tax assets to amounts expected to
be realized. The Company has provided a full valuation allowance against its deferred tax assets.
The
Company follows FASB ASC 740-10, which clarifies the accounting for uncertainty in income taxes recognized in an entity’s
financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax
positions taken or expected to be taken on a tax return. Additionally, it provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition. The Company will include interest on income
tax liabilities in interest expense and penalties in operations if such amounts arise. The Company determined it has no uncertain
tax positions and therefore no amounts are recorded.
j.
Earnings Per Share
The
Company presents basic earnings per share (“EPS”), computed based on the weighted average number of common shares
outstanding for the period, and when applicable diluted EPS, which gives the effect to all dilutive potential shares outstanding
(i.e. options) during the period after restatement for any stock dividends. There were no dividends declared during the fiscal
year ended September 30, 2018 and 2017. Loss used in the EPS calculation is net loss for each year. There were no dilutive potential
shares outstanding for the years ended September 30, 2018 and 2017.
k.
Fair Value of Financial Instruments
The
carrying value of the Company cash and cash equivalents, accounts receivable and accounts payable approximate fair value because
of the short maturity of those instruments. The carrying value of the Company’s note payable approximates its fair value.
The
Company currently does not trade in or utilize derivative financial instruments.
l.
Miscellaneous Non-operating Income
Miscellaneous
non-operating income generally consists of sales of scrap material and the forfeiture of non-refundable deposits and other incidental
items.
m.
Use of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.
n.
Warranty Costs
The
Company established a warranty reserve which provides for the estimated cost of product returns based upon historical experience
and any known conditions or circumstances. Our warranty obligation is affected by product that does not meet specifications and
performance requirements and any related costs of addressing such matters. Warranty costs were approximately $5,000 for the fiscal
years ended September 30, 2018 and 2017, respectively.
o.
Impairment of Long-Lived Assets
The
carrying values of long-lived assets other than goodwill are generally evaluated for impairment only if events or changes in facts
and circumstances indicate that carrying values may not be recoverable. Any impairment determined would be recorded in the current
period and would be measured by comparing the fair value of the related asset to its carrying value. Fair value is generally determined
by identifying estimated undiscounted cash flows to be generated by those assets. No impairments have been recorded for the fiscal
years ended September 30, 2018 and 2017.
p.
New Accounting Pronouncements
In
February 2016, the FASB issued FASB ASU No. 2016-02,
Leases (Topic 842)
. The core principle of Topic 842 is that a lessee
should recognize the assets and liabilities that arise from leases. For operating leases, a lessee is required to recognize a
right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial
position. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of
underlying asset not to recognize lease assets and lease liabilities. The accounting applied by a lessor is largely unchanged
from that applied under previous GAAP. This ASU is effective for fiscal years beginning after December 15, 2018, including interim
periods within those fiscal years. Earlier application is permitted. In transition, lessees and lessors are required to recognize
and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently
evaluating the effect that the adoption of this ASU will have on its financial statements.
2.
INVENTORIES
Inventories
net of provision for obsolescence consisted of the following:
|
|
September
30
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Raw materials and stock
parts
|
|
$
|
306,658
|
|
|
$
|
337,462
|
|
Work-in-process
|
|
|
37,062
|
|
|
|
21,861
|
|
Finished goods
|
|
|
33,883
|
|
|
|
98,835
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
377,603
|
|
|
$
|
458,158
|
|
The
Company’s reserve for obsolescence equaled $463,286 at September 30, 2018 and $445,393 at September 30, 2017.
3.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
|
|
September
30
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
143,000
|
|
|
$
|
143,000
|
|
Building and improvements
|
|
|
1,928,599
|
|
|
|
1,928,599
|
|
Machinery and equipment
|
|
|
3,501,925
|
|
|
|
3,497,015
|
|
Office equipment
and fixtures
|
|
|
1,919,178
|
|
|
|
1,916,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,492,702
|
|
|
|
7,485,354
|
|
Less: Accumulated
depreciation
|
|
|
7,231,228
|
|
|
|
7,158,576
|
|
|
|
|
|
|
|
|
|
|
Property,
plant and equipment, net
|
|
$
|
261,474
|
|
|
$
|
326,778
|
|
|
|
|
|
|
|
|
|
|
Depreciation
expense
|
|
$
|
72,652
|
|
|
$
|
81,488
|
|
4.
NOTES PAYABLE
On
July 2, 2013, Microwave Filter Company, Inc. (the “Company”) entered into a Ten Year Term Loan with KeyBank National
Association in the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00). The amount of all advances outstanding together
with accrued interest thereon shall be due and payable on July 2, 2023 (“Maturity”). The Company shall pay interest
on the outstanding principal balance of this Note at the rate per annum equal to 4.5%. The net proceeds from the Term Loan will
be available to provide working capital as needed. The total amount outstanding as of September 30, 2018 and 2017 was $270,172
and $318,998 respectively. Interest accrued as of September 30, 2018 and 2017 was $946 and $1,113 respectively.
The
Company has secured this Note by: (a) a Mortgage, Assignment of Rents, Security Agreement and Fixture Filing which creates a 1
st
lien on real property situated in the Town of Dewitt, County of Onondaga, and State of New York and known as 6743 Kinne
Street, East Syracuse, New York; (b) a General Assignment of Rents and Leases; (c) an Environmental Compliance and Indemnification;
and (d) such other security as may now or hereafter be given to Lender as collateral for the loan. The future obligations of the
loan are as follows:
Year Ended
|
|
|
Principal
|
|
|
Interest
|
|
|
Total
|
|
September
30,
|
|
|
Payments
|
|
|
Payments
|
|
|
Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
|
|
51,101
|
|
|
|
11,263
|
|
|
|
62,364
|
|
|
2020
|
|
|
|
53,456
|
|
|
|
8,908
|
|
|
|
62,364
|
|
|
2021
|
|
|
|
55,972
|
|
|
|
6,392
|
|
|
|
62,364
|
|
|
2022
|
|
|
|
58,680
|
|
|
|
3,684
|
|
|
|
62,364
|
|
|
2023
|
|
|
|
50,963
|
|
|
|
1,007
|
|
|
|
51,970
|
|
|
|
|
|
$
|
270,172
|
|
|
$
|
31,254
|
|
|
$
|
301,426
|
|
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 were matched at a rate of 100% of an employee’s
first 6% of contributions during fiscal 2018. The maximum corporate match was 6% of an employee’s compensation during fiscal
2018.
The
Company’s matching contributions to the 401-K plan for the years ended September 30, 2018 and 2017 were $71,392 and $70,316,
respectively. Additionally, the Company may make discretionary contributions to the non-contributory profit sharing plan. These
contributions were $0 in 2018 and 2017.
6.
OBLIGATIONS UNDER OPERATING LEASES
The
Company leases equipment under an operating lease agreement expiring on December 31, 2018. Rental expense under this lease for
the year ended September 30, 2018 was $4,930.
Minimum
rental commitments at September 30, 2018 for this lease are:
Year Ended
|
|
Lease
|
|
September
30
|
|
Payments
|
|
2019
|
|
|
1,232
|
|
|
|
$
|
1,232
|
|
7.
INCOME TAXES
The
components of the provision for income taxes in the accompanying consolidated statements of operations are as follows:
|
|
Year
Ended September 30,
|
|
|
|
2018
|
|
|
2017
|
|
Currently payable:
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
0
|
|
|
$
|
0
|
|
State
|
|
|
50
|
|
|
|
0
|
|
Deferred (credit)
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
50
|
|
|
$
|
0
|
|
The
components of the provision for income taxes differs from the amount that would result from applying the federal statutory rate
for the periods ended September 30, 2018 and 2017 is as follows:
|
|
Year
ended September 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
Amount
|
|
|
%
|
|
|
Amount
|
|
|
%
|
|
Statutory tax rate
|
|
$
|
8,797
|
|
|
|
24.2
|
%
|
|
$
|
(89,833
|
)
|
|
|
(34.0
|
)%
|
Effect of change in income tax rates
|
|
|
(87,833
|
)
|
|
|
(242.1
|
)%
|
|
|
0
|
|
|
|
0
|
%
|
Research and development tax credits
|
|
|
(14,728
|
)
|
|
|
(40.5
|
)%
|
|
|
(13,883
|
)
|
|
|
(5.2
|
)%
|
Valuation allowance change
|
|
|
93,764
|
|
|
|
258.4
|
%
|
|
|
103,647
|
|
|
|
39.2
|
%
|
Permanent differences
|
|
|
0
|
|
|
|
0.0
|
%
|
|
|
69
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0
|
|
|
|
0.0
|
%
|
|
$
|
0
|
|
|
|
0.0
|
%
|
The
temporary differences which give rise to deferred tax assets and (liabilities) at September 30 are as follows:
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Inventory
|
|
$
|
101,398
|
|
|
$
|
157,515
|
|
Accrued warranty
|
|
|
2,625
|
|
|
|
4,250
|
|
Accrued vacation
|
|
|
15,004
|
|
|
|
26,347
|
|
Accounts receivable
|
|
|
885
|
|
|
|
1,432
|
|
Accelerated depreciation
|
|
|
22,477
|
|
|
|
27,320
|
|
Research and development
tax credit carryforward
|
|
|
305,357
|
|
|
|
288,369
|
|
AMT credit carryforward
|
|
|
37,521
|
|
|
|
37,521
|
|
NOL carryforward
|
|
|
232,389
|
|
|
|
268,666
|
|
Valuation allowance
|
|
|
(717,656
|
)
|
|
|
(811,420
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred
tax assets
|
|
$
|
0
|
|
|
$
|
0
|
|
During
December 2017, the Tax Cuts and Jobs Act (the “ACT”) was signed into law reducing the Federal corporate income tax
rate from 34 percent to 21 percent. Based on the provisions of the ACT, the Company remeasured their net deferred tax assets applying
the lower income tax rates to the Company’s net deferred tax assets. In addition, in accordance with the applicable Internal
Revenue Code, the Company is required to calculate its current tax provision for fiscal 2018 using a blended corporate tax rate,
resulting in a reduction in the effective current tax rate from 34.00 percent to 24.25 percent. The Company has provided a full
valuation allowance against its net deferred tax assets. Accordingly, no impact arising from the change in the tax rates arising
from the provisions of the ACT is reflected in these consolidated financial statements.
As
required by FASB ASC 740 the Company has evaluated the positive and negative evidence bearing upon the realization of its net
deferred tax assets. The Company has determined that, at this time, it is more likely than not that the Company will not realize
all of the benefits of federal and state net deferred tax assets, and, as a result, a valuation allowance was established. The
research and development tax credit carryforwards and NOL carryforwards generated through September 30, 2017, of approximately
$300,000 and $800,000 expire at various times through 2037. Pursuant to the ACT, any of the Company’s newly-generated Federal
NOL carryforwards can be carried forward indefinitely, while being limited to 80% of taxable income (determined without regard
to the deduction.) As of September 30, 2018, the Company’s Federal AMT credit carryforward of approximately $35,000 is refundable
in any year prior to 2022, in an amount equal to 50% (100% for tax years beginning in 2021) of the excess minimum tax credit for
the tax year, over the amount of the credit allowable for the year against the regular tax liability. The Company is currently
open to audit under the statute of limitations by the Internal Revenue Service for the fiscal years September 30, 2016 through
September 30, 2018. The Company has no uncertain tax positions. As of September 30, 2018 and 2017 there is no accrual for interest
or penalties related to uncertain tax positions.
8.
INDUSTRY SEGMENT DATA
The
Company’s primary business segment involves the operations of Microwave Filter Company, Inc. (MFC) which designs, develops,
manufactures and sells electronic filters, both for radio and microwave frequencies, to help process signal distribution and to
prevent unwanted signals from disrupting transmit or receive operations.
9.
SIGNIFICANT CUSTOMERS
Sales
to one customer represented 32% of total sales for the fiscal year ended September 30, 2018 compared to 41.2% of total sales for
the fiscal year ended September 30, 2017. A loss of this customer or programs related to this customer could materially impact
the Company.
10.
LEGAL MATTERS
None.
Microwave Filter (PK) (USOTC:MFCO)
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