-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G730xu45ULR5y22x0E1fPU6eNtIoG9bbNmP8j6H1zxwKgnAJC1x6yshwzUiJF5iP QdN91Cwj33DM4K4ehuhF2A== 0000716688-95-000003.txt : 19951018 0000716688-95-000003.hdr.sgml : 19951018 ACCESSION NUMBER: 0000716688-95-000003 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19951017 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROWAVE FILTER CO INC /NY/ CENTRAL INDEX KEY: 0000716688 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COILS, TRANSFORMERS & OTHER INDUCTORS [3677] IRS NUMBER: 160928443 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-10976 FILM NUMBER: 95581223 BUSINESS ADDRESS: STREET 1: 6743 KINNE ST CITY: E SYRACUSE STATE: NY ZIP: 13057 BUSINESS PHONE: 3154373953 MAIL ADDRESS: STREET 1: 6743 KINNE ST CITY: EAST SYRACUSE STATE: NY ZIP: 13057 10-Q/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended June 30, 1995 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) 437-3953 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 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 - 3,319,815 shares as of June 30, 1995. PART I. - FINANCIAL INFORMATION MICROWAVE FILTER COMPANY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1995 AND 1994 (Unaudited) (Amounts in thousands, except per share data) Three months ended Nine months ended June 30 June 30 1995 1994 1995 1994 [S] [C] [C] [C] [C] Net sales $1,860 $2,105 $5,852 $6,174 Cost of goods sold 1,215 1,356 3,925 3,784 ------- ------- ------- ------- Gross profit 645 749 1,927 2,390 Selling, general and administrative expenses 673 731 2,060 2,287 ------- ------- ------- ------- Income (loss) from operations (28) 18 (133) 103 Other income (expense) (3) (2) (6) (8) ------- ------- ------- ------- Income (loss) before income taxes (31) 16 (139) 95 Provision (benefit) for income taxes (11) 6 (48) 33 ------- ------- ------- ------- NET INCOME (LOSS) (20) 10 (91) 62 ======= ======= ======= ======= Earnings (loss) per share ($0.01) $0.00 ($0.03) $0.02 ======= ======= ======= ======= [FN] See Accompanying Notes to Consolidated Financial Statements MICROWAVE FILTER COMPANY, INC. CONSOLIDATED BALANCE SHEETS JUNE 30, 1995 SEPTEMBER 30, 1994 (Unaudited) [S] [C] [C] Assets Current Assets: Cash and cash equivalents $ 472 $ 657 Accounts receivable-trade,net 670 1,077 Federal and state income tax receivable 62 - Inventories 1,982 1,630 Prepaid expenses and other current assets 221 170 -------- -------- Total current assets 3,407 3,534 Property,plant and equipment,net 1,689 1,850 Other assets 87 139 -------- -------- Total assets $ 5,183 $ 5,523 ======== ======== Liabilities And Stockholders' Equity Current liabilities: Current portion of long term debt $ 145 $ 142 Accounts payable 339 455 Customer deposits 189 128 Accrued federal and state income taxes - 5 Accrued payroll and related expenses 93 110 Accrued compensated absences 221 192 Accrued legal costs 134 111 Other current liabilities 32 95 -------- -------- Total current liabilities 1,153 1,238 -------- -------- Long term debt, less current portion 477 583 Deferred compensation and other liabilities 84 88 -------- -------- Total liabilities 1,714 1,909 -------- -------- Stockholders' Equity: Common stock,$.10 par value 400 376 Additional paid-in capital 2,877 2,637 Retained earnings 829 1,141 -------- -------- 4,106 4,154 Common stock in treasury, at cost (637) (540) -------- -------- Total stockholders' equity 3,469 3,614 -------- -------- Total liabilities and stockholders' equity $ 5,183 $ 5,523 ======== ======== [FN] See Accompanying Notes to Consolidated Financial Statements MICROWAVE FILTER COMPANY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1995 AND 1994 (Unaudited) Three months ended Nine months ended June 30 June 30 1995 1994 1995 1994 [S] [C] [C] [C] [C] Cash flows from operating activities: Net income $ (20) $ 10 $ (91) $ 62 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 100 96 298 329 Stock compensation 0 0 31 29 Change in assets and liabilities: (Increase) decrease in: Accounts receivable 315 (28) 346 (36) Inventories (206) (142) (352) (320) Prepaid expenses & other assets 17 62 (29) 13 Increase (decrease) in: Accounts payable & accrued expenses (102) 56 (86) 193 Deferred compensation & other liabilities (1) (1) (3) (3) ------- ------- ------- ------- Net cash provided by operating activities 103 53 114 267 ------- ------- ------- ------- Cash flows from investing activities: Capital expenditures (19) (67) (107) (214) Cash flows from financing activities: Proceeds from long-term borrowings 0 500 0 500 Principal payments on long-term debt (38) (18) (107) (33) Proceeds from sale of common stock 7 4 13 12 Purchase of treasury stock 0 0 (97) 0 ------- ------- ------- ------- Increase (decrease) in cash and cash equivalents 53 472 (184) 532 Cash and cash equivalents at beginning of period 419 150 656 90 ------- ------- ------- ------- Cash and cash equivalents at end of period $ 472 $ 622 $ 472 $ 622 ======= ======= ======= ======= [FN] See Accompanying Notes to Consolidated Financial Statements MICROWAVE FILTER COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1995 Note 1. Summary of Significant Accounting Policies The accompanying financial statements, which should be read in conjunction with the financial statements of Microwave Filter Company, Inc. ("the Company") included in the 1994 Annual Report filed on Form 10-K, are unaudited but have been prepared in the ordinary course of business for the purpose of providing information with respect to the interim period. The Company believes that all adjustments (none of which were other than normal recurring accruals) necessary for a fair presentation for such periods have been included. Note 2. Earnings (loss) per share Earnings (loss) per common share are calculated based upon the weighted average number of shares of common stock outstanding during the periods including, when significant, any common stock equivalents and after restatement of any stock dividends. The weighted average number of shares used for the computations were 3,309,790 for the nine months and 3,347,924 for the three months ending June 30, 1995 and 3,335,767 for the nine months and 3,356,739 for the three months ending June 30, 1994. Note 3. Inventories Inventories are stated at the lower of cost determined on the first-in, first-out method or market. Inventories consisted of the following: June 30, September 30, 1995 1994 Raw materials and stock parts $ 1,033 $ 916 Work-in-process 407 335 Finished goods 542 379 ------- ------- $ 1,982 $ 1,630 ======= ======= MICROWAVE FILTER COMPANY, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS JUNE 30, 1995 Net sales decreased $244,273 or 11.6% to $1,860,409 during the three months ended June 30, 1995 when compared to net sales of $2,104,682 during the same period last year. The decrease in sales can primarily be attributed to a decrease in the sales of the Company's Wireless Cable products. The Company has experienced a slowdown in Wireless Cable product orders over the last few months. Although the Company believes that market demand will grow, the timing is unknown at this time. The Company plans to continue aggressively marketing these products and to continue developing new products for this market. Net sales decreased $321,955 or 5.2% to $5,852,136 during the nine months ended June 30, 1995 when compared to net sales of $6,174,091 during the same period last year. As a result of the decrease in Wireless Cable product orders, the Company's sales order backlog decreased to $1,759,072 at June 30, 1995 compared to $2,040,319 at March 31, 1995 and $1,822,611 at September 30, 1994. The Company recorded a net loss of $90,996 for the nine months ended June 30, 1995 compared to a net profit of $61,886 for the same period last year. The decrease in net income can primarily be attributed to the decrease in sales. Selling, general and administrative expenses decreased $227,462 or 9.9% to $2,059,868 during the nine months ended June 30, 1995 when compared to $2,287,330 during the same period last year primarily as a result of the Company's cost reduction efforts during fiscal 1995. As a percentage of sales, selling, general and administrative expenses decreased to 35.2% during the nine months ended June 30, 1995 compared to 37.0% during the same period last year. Cash and cash equivalents decreased $184,299 to $472,262 at June 30, 1995 when compared to September 30, 1994. The decrease was a result of $113,797 in net cash provided by operating activities, $106,997 in net cash used for capital expenditures and $191,099 in net cash used in financing activities. At June 30, 1995, the Company had available aggregate lines of credit totaling $600,000. In addition, the Company has a Letter of Credit facility available, for up to $500,000, which will be secured by specified inventory being purchased. At June 30, 1995, the Company had $60,319 in letters of credit outstanding. Management believes that its working capital requirements for the forseeable future will be met by its existing cash balances, future cash flows and its current credit arrangements. 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 None during this reporting period. Item 6. Exhibits and 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. August 14, 1995 Carl F. Fahrenkrug (Date) -------------------------- Carl F. Fahrenkrug Chief Executive Officer August 14, 1995 Richard L. Jones (Date) -------------------------- Richard L. Jones Chief Financial Officer EX-27 2 ARTICLE 5 FIN. DATA SCHEDULE FOR 3RD QTR 10-Q
5 1,000 9-MOS SEP-30-1995 OCT-01-1994 JUN-30-1995 473 0 670 0 1,982 3,407 4,847 3,158 5,183 1,153 477 400 0 0 3,069 5,183 5,852 5,852 3,926 3,926 0 0 33 (139) (48) (91) 0 0 0 (91) .03 .03
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