-----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, OCK14FArpBdvgynWCojc0MUkre3bNk8jHsZTNP8hwjR/x0IbzZXc7XaEniPXOTKh nuPg/+rVX+22brnUwbFA/A== 0000716688-98-000001.txt : 19980218 0000716688-98-000001.hdr.sgml : 19980218 ACCESSION NUMBER: 0000716688-98-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980213 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROWAVE FILTER CO INC /NY/ CENTRAL INDEX KEY: 0000716688 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 160928443 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-10976 FILM NUMBER: 98538180 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 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 December 31, 1997 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 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 - 3,545,057 shares as of December 31, 1997. PART I. - FINANCIAL INFORMATION MICROWAVE FILTER COMPANY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996 (Unaudited) (Amounts in thousands, except per share data) Three months ended Dec. 31 1997 1996 [S] [C] [C] Net sales $1,840 $1,722 Cost of goods sold 1,126 1,095 ------- ------- Gross profit 714 627 Selling, general and administrative expenses 659 586 ------- ------- Income from operations 55 41 Other income (expense) 16 16 ------- ------- Income before income taxes 71 57 Provision for income taxes 24 20 ------- ------- NET INCOME $47 $37 ======= ======= Earnings per share $0.01 $0.01 ======= ======= [FN] See Accompanying Notes to Consolidated Financial Statements MICROWAVE FILTER COMPANY, INC. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1997 SEPTEMBER 30, 1997 (Unaudited) [S] [C] [C] Assets Current Assets: Cash and cash equivalents $ 1,158 $ 1,434 Accounts receivable-trade,net 761 545 Inventories 1,321 1,262 Deferred tax asset - current 259 259 Prepaid expenses and other current assets 100 104 -------- -------- Total current assets 3,599 3,604 Property,plant and equipment,net 1,611 1,562 Deferred Tax asset - noncurrent 8 8 -------- -------- Total assets $ 5,218 $ 5,174 ======== ======== Liabilities And Stockholders' Equity Current liabilities: Current portion of long term debt $ 56 $ 56 Accounts payable 335 320 Customer deposits 57 50 Accrued federal and state income taxes 48 30 Accrued payroll and related expenses 70 103 Accrued compensated absences 231 222 Other current liabilities 252 78 -------- -------- Total current liabilities 1,050 859 Long term debt, less current portion 31 46 Deferred compensation and other liabilities 17 18 -------- -------- Total liabilities 1,098 923 -------- -------- Stockholders' Equity: Common stock,$.10 par value 428 428 Additional paid-in capital 3,206 3,206 Retained earnings 1,124 1,255 -------- -------- 4,758 4,889 Common stock in treasury, at cost (638) (638) -------- -------- Total stockholders' equity 4,120 4,251 -------- -------- Total liabilities and stockholders' equity $ 5,218 $ 5,174 ======== ======== [FN] See Accompanying Notes to Consolidated Financial Statements MICROWAVE FILTER COMPANY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996 (Unaudited) Three months ended December 31 1997 1996 [S] [C] [C] Cash flows from operating activities: Net income $ 47 $ 37 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 77 78 Stock compensation 0 8 Change in assets and liabilities: (Increase) decrease in: Accounts receivable (216) 105 Inventories (59) 198 Prepaid expenses & other assets 4 (25) Increase (decrease) in: Accounts payable & accrued expenses 13 (414) Deferred compensation & other liabilities (1) 4 ------- ------- Net cash provided by (used in) operating activities (135) (9) Cash flows from investing activities: Capital expenditures (127) (72) Cash flows from financing activities: Principal payments on long-term debt (14) (13) ------- ------- Increase (decrease) in cash and cash equivalents (276) (94) Cash and cash equivalents at beginning of period 1,434 1,281 ------- ------- Cash and cash equivalents at end of period $1,158 $1,187 ======= ======= [FN] See Accompanying Notes to Consolidated Financial Statements MICROWAVE FILTER COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1997 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 1997 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 3,545,057 and 3,547,398 for the three months ending December 31, 1997 and December 31, 1996, respectively. 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: December 31, September 30, 1997 1997 Raw materials and stock parts $ 872 $ 832 Work-in-process 198 185 Finished goods 251 245 ------- ------- $ 1,321 $ 1,262 ======= ======= MICROWAVE FILTER COMPANY, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS DECEMBER 31, 1997 Net sales for the three months ended December 31, 1997 equalled $1,839,943, an increase of $117,521 or 6.8% when compared to net sales of $1,722,422 for the three months ended December 31, 1996. The increase in sales can primarily be attributed to an increase in the sales of the Company's RF/Microwave products to OEMs (Original Equipment Manufacturers.) Part of the Company's long term growth strategy (see the FY96 annual report) is to invest in product and infrastructure development to exploit new markets such as LMDS (Cellular TV), PCS and PCN; and, continue to develop OEM relationships. This strategy is proving successful and has helped offset the hiatus in demand in Wireless Cable; as well as a decrease in sales in the Schroeder Machines Division of Niagara Scientific, Inc., a wholly owned subsidiary. Net income for the three months ended December 31, 1997 equalled $46,724, an increase of $9,313 or 24.9% when compared to net income of $37,411 for the three months ended December 31, 1996. The increase in net income can primarily be attributed to the increase in sales and the improvement in gross profit as a percentage of sales when compared to the same period last year. Gross profit increased $87,221 or 13.9% to $713,958 during the three months ended December 31, 1997 when compared to gross profit of $626,737 during the three months ended December 31, 1996. The dollar increase in gross profit during the three months ended December 31, 1997 can be attributed equally to the increase in sales and the improvement in gross profit as a percentage of sales when compared to the same period last year. The increase in gross profit as a percentage of sales during the three months ended December 31, 1997 when compared to the same period last year can primarily be attributed to lower manufacturing overhead cost per sales dollar. Selling, general and administrative (SG&A) expenses increased $72,948 to $659,203 during the three months ended December 31, 1997 when compared to SG&A expenses of $586,255 during the three months ended December 31, 1996. Increases were realized in advertising and promotional expenses, sales commissions, salary and salary related expenses. Cash and cash equivalents decreased $276,042 to $1,158,431 at December 31, 1997 when compared to September 30, 1997. The decrease was a result of $135,308 in net cash used in operating activities, $126,829 in net cash used for capital expenditures and $13,905 in net cash used in financing activities. At December 31, 1997, 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. 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. 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. 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. February 13, 1998 Carl F. Fahrenkrug (Date) -------------------------- Carl F. Fahrenkrug Chief Executive Officer February 13, 1998 Richard L. Jones (Date) -------------------------- Richard L. Jones Chief Financial Officer EX-27 2 ARTICLE 5 FIN. DATA SCHEDULE FOR 1ST QTR 10-Q
5 1,000 3-MOS SEP-30-1998 OCT-01-1997 DEC-31-1997 1,158 0 761 0 1,321 3,599 5,526 3,915 5,218 1,050 31 428 0 0 3,692 5,218 1,840 1,840 1,126 1,785 0 0 2 71 24 47 0 0 0 47 .01 .01
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