Attached files
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, 2010
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 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
(Section 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 ____ NO____ (The Registrant is not yet required to submit Interactive
Data)
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____.
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). YES ____ NO__X__
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $.10 Par Value - 2,588,144 shares as of February 1, 2011.
1
MICROWAVE FILTER COMPANY, INC.
Form 10-Q
Index
Item Page
Part I Financial Information
Item 1. Financial Statements 3
Consolidated Balance Sheets (unaudited) 3
Consolidated Statements of Operations (unaudited) 4
Consolidated Statements of Cash Flows (unaudited) 5
Notes to Consolidated Financial Statements (unaudited) 6-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-14
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Item 4. Controls and Procedures 16
Part II Other Information 17
Signatures 18
2
PART I. - FINANCIAL INFORMATION
MICROWAVE FILTER COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
December 31, 2010 September 30, 2010
(Unaudited)
Assets
Current Assets:
Cash and cash equivalents $ 1,662 $ 1,467
Accounts receivable-trade, net 356 424
Inventories 553 536
Prepaid expenses and other
current assets 72 92
------- -------
Total current assets 2,643 2,519
Property, plant and equipment, net 426 444
------- -------
Total assets $ 3,069 $ 2,963
======= =======
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 199 $ 162
Customer deposits 94 39
Accrued federal and state income
taxes 2 2
Accrued payroll and related
expenses 49 53
Accrued compensated absences 213 245
Other current liabilities 41 36
------- -------
Total current liabilities 598 537
------- -------
Total liabilities 598 537
------- -------
Stockholders' Equity:
Common stock,$.10 par value 432 432
Additional paid-in capital 3,249 3,249
Retained earnings 478 431
------- -------
4,159 4,112
Common stock in treasury,
at cost (1,688) (1,686)
------- -------
Total stockholders' equity 2,471 2,426
------- -------
Total liabilities and
stockholders' equity $ 3,069 $ 2,963
======= =======
See Accompanying Notes to Consolidated Financial Statements
3
MICROWAVE FILTER COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS
ENDED DECEMBER 31, 2010 AND 2009
(Unaudited)
(Amounts in thousands, except per share data)
Three months ended
December 31
2010 2009
Net sales $1,294 $1,135
Cost of goods sold 827 715
------ ------
Gross profit 467 420
Selling, general and
administrative expenses 421 408
------ ------
Income from operations 46 12
Other income (net),
principally interest 2 2
------ ------
Income before
income taxes 48 14
Provision (benefit) for
income taxes 0 0
------ ------
NET INCOME $48 $14
====== ======
Per share data:
Basic and diluted
earnings per share $0.02 $0.01
====== ======
Shares used in computing net
earnings per share: 2,590 2,593
See Accompanying Notes to Consolidated Financial Statements
4
MICROWAVE FILTER COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
DECEMBER 31, 2010 AND 2009
(Unaudited)
(Amounts in thousands)
Three months ended
December 31
2010 2009
Cash flows from operating
activities:
Net income $ 48 $ 14
Adjustments to reconcile net
income to net cash provided
by (used in) operating activities:
Depreciation and amortization 23 22
Change in assets and liabilities:
Accounts receivable - trade 67 (105)
Inventories (17) (19)
Other assets 20 10
Accounts payable and customer
deposits 91 13
Accrued payroll, compensated
absences and related expenses (36) (31)
Other current liabilities 5 1
----- -----
Net cash provided by
operating activities 201 (95)
----- -----
Cash flows from
investing activities:
Capital expenditures (4) (111)
----- -----
Net cash used in
investing activities (4) (111)
----- -----
Cash flows from
financing activities:
Purchase of treasury stock (2) 0
----- -----
Net cash used in financing
activities (2) 0
----- -----
Net increase (decrease) in
cash and cash equivalents 195 (206)
Cash and cash equivalents
at beginning of period 1,467 1,476
----- -----
Cash and cash equivalents
at end of period $1,662 $1,270
====== ======
See Accompanying Notes to Consolidated Financial Statements
5
MICROWAVE FILTER COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
Note 1. Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Regulation S-K. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. The operating results for the three month
period ended December 31, 2010 are not necessarily indicative of the results
that may be expected for the year ended September 30, 2011. For further
information, refer to the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10K for the year ended
September 30, 2010.
Note 2. 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. Markets served include cable television, television and
radio broadcast, satellite broadcast, mobile radio, commercial communications
and defense electronics.
Note 3. Inventories
Inventories are stated at the lower of cost determined on the first-in,
first-out method or market.
Inventories net of reserve for obsolescence consisted of the following:
(thousands of dollars) December 31, 2010 September 30, 2010
Raw materials and stock parts $446 $414
Work-in-process 23 26
Finished goods 84 96
---- ----
$553 $536
==== ====
The Company's reserve for obsolescence equaled $403,595 at December 31,
2010 and September 30, 2010.
6
Note 4. 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.
FASB ASC 740-10 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
position 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.
Note 5. Legal Matters
The State of New York Workers' Compensation Board has commenced an action
against Microwave Filter Company, Inc. to recover for an underfunded self
insured program that Microwave Filter Company, Inc. participated in. Due to
the relatively short period of time Microwave Filter Company, Inc.
participated in the program and the limited amount of potential exposure, we
do not expect the resolution of this action will have a material adverse
effect on our financial condition, results of operations or cash flows.
7
Note 6. Recent Pronouncements
The Company adopted in October 2010, the Accounting Standards Update 2009-
13, "Revenue Recognition (Topic 605) - Multiple-Deliverable Revenue
Arrangements" ("ASU 2009-13") and ASU 2009-14, "Software (Topic 985) - Certain
Revenue Arrangements That Include Software Elements" ("ASU 2009-14"). ASU
2009-13 modifies the requirements that must be met for an entity to recognize
revenue from the sale of a delivered item that is part of a multiple-element
arrangement when other items have not yet been delivered. ASU 2009-13
eliminates the requirement that all undelivered elements must have either: (i)
vendor-specific objective evidence, or "VSOE", or (ii) third-party evidence,
or "TPE", before an entity can recognize the portion of an overall arrangement
consideration that is attributable to items that already have been delivered.
In the absence of VSOE or TPE of the standalone selling price for one or more
delivered or undelivered elements in a multiple-element arrangement, entities
will be required to estimate the selling prices of those elements. Overall
arrangement consideration will be allocated to each element (both delivered
and undelivered items) based on their relative selling prices, regardless of
whether those selling prices are evidenced by VSOE or TPE or are based on the
entity's estimated selling price. The residual method of allocating
arrangement consideration has been eliminated. ASU 2009-14 modifies the
software revenue recognition guidance to exclude from its scope tangible
products that contain both software and non-software components that function
together to deliver a product's essential functionality. These new updates are
effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Entities must
adopt the amendments resulting from both of these ASUs in the same period
using the same transition method, where applicable. The adoption of these ASUs
did not have a material impact on the Company's consolidated financial
statements.
In July 2010, the FASB issued ASU 2010-20, "Disclosures about the Credit
Quality of Financing Receivables and the Allowance for Credit Losses" ("ASU
2010-20"). The standard amends ASC Topic 310, "Receivables" to enhance
disclosures about the credit quality of financing receivables and the
allowance for credit losses by requiring an entity to provide a greater level
of disaggregated information and to disclose credit quality indicators, past
due information, and modifications of its financing receivables. ASU 2010-20
is effective for interim or annual fiscal years beginning after December 15,
2010 for public entities and for interim and annual fiscal years beginning
after December 15, 2011 for nonpublic entities. The Company does not expect
the adoption of ASU 2010-20 to have a material impact on its consolidated
financial statements.
In December 2010 the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 2010-28, "Intangibles - Goodwill and Other
(Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for
Reporting Units with Zero or Negative Carrying Amounts". ASU 2010-28 modifies
Step 1 of the goodwill impairment test for reporting units with zero or
negative carrying amounts by requiring an entity to perform Step 2 of the
goodwill impairment test if it is more likely than not that a goodwill
impairment exists. This update will be effective for fiscal years beginning
after December 15, 2010. The adoption of this guidance is not expected to have
an impact on the Company's consolidated financial statements.
8
Note 7. Fair Value of Financial Instruments
The carrying values of the Company cash and cash equivalents, accounts
receivable and accounts payable approximate fair value because of the short
maturity of those instruments.
The Company currently does not trade in or utilize derivative financial
instruments.
Note 8. Subsequent Events
In accordance with ASC 855-10, the Company evaluated subsequent events
through February 11, 2011, the date these financial statements were available
to be issued.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Microwave Filter Company, Inc. operates primarily in the United States and
principally in one industry. The Company extends credit to business customers
based upon ongoing credit evaluations. Microwave Filter Company, Inc. (MFC)
designs, develops, manufactures and sells electronic filters, both for radio
and microwave frequencies, to help process signal distribution and to prevent
unwanted signals from disrupting transmit or receive operations. Markets
served include cable television, television and radio broadcast, satellite
broadcast, mobile radio, commercial communications and defense electronics.
Critical Accounting Policies
The Company's consolidated financial statements are based on the application
of United States generally accepted accounting principles (GAAP). GAAP
requires the use of estimates, assumptions, judgments and subjective
interpretations of accounting principles that have an impact on the assets,
liabilities, revenue and expense amounts reported. The Company believes its
use of estimates and underlying accounting assumptions adhere to GAAP and are
consistently applied. Valuations based on estimates are reviewed for
reasonableness and adequacy on a consistent basis throughout the Company.
Primary areas where financial information of the Company is subject to the use
of estimates, assumptions and the application of judgment include revenues,
receivables, inventories, and taxes. Note 1 to the consolidated financial
statements in our Annual Report on Form 10-K for the fiscal year ended
September 30, 2010 describes the significant accounting policies used in
preparation of the consolidated financial statements. The most significant
areas involving management judgments and estimates are described below and are
considered by management to be critical to understanding the financial
condition and results of operations of the Company.
Revenues from product sales are recorded as the products are shipped and
title and risk of loss have passed to the customer, provided that no
significant vendor or post-contract support obligations remain and the
collection of the related receivable is probable. 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 market. The Company uses certain estimates and
judgments and considers several factors including product demand and changes
in technology to provide for excess and obsolescence reserves to properly
value inventory.
10
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 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.
11
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2010 vs. THREE MONTHS ENDED DECEMBER 31, 2009.
The following table sets forth the Company's net sales by major product
group for the three months ended December 31, 2010 and 2009.
Product group (in thousands) Fiscal 2011 Fiscal 2010
Microwave Filter (MFC):
Satellite $ 448 $ 372
RF/Microwave 419 278
Cable TV 397 406
Broadcast TV 31 76
Niagara Scientific (NSI): 0 3
------ ------
Total $1,295 $1,135
====== ======
Sales backlog at 12/31 $ 672 $ 390
====== ======
Net sales for the three months ended December 31, 2010 equaled $1,294,567,
an increase of $159,509 or 14.1% when compared to net sales of $1,135,058
for the three months ended December 31, 2009.
MFC's Satellite product sales for the three months ended December 31, 2010
equaled $447,352, an increase of $75,553 or 20.3%, when compared to sales of
$371,799 during the same period last year. The increase can be attributed to
an increase in demand for the Company's filters which suppress strong out-of-
band interference caused by military and civilian radar systems and other
sources. Although the current economic slowdown has impacted sales, 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 RF/Microwave product sales for the three months ended December 31,
2010 equaled $419,330, an increase of $141,334 or 50.8.%, when compared to
RF/Microwave product sales of $277,996 for the three months ended December 31,
2009. Management attributes the increase in sales to the Company's efforts to
encourage OEM relationships. The Company's RF/Microwave products are primarily
sold to original equipment manufacturers (OEMs) that serve the mobile radio
and commercial and defense electronics markets. Typical customers include the
U.S. Government, General Dynamics, Motorola, Rockwell Collins, Lockheed
Martin, Northrup Gruman and Raytheon. 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.
12
MFC's Cable TV product sales for the three months ended December 31, 2010
equaled $396,575, a decrease of $9,364 or 2.3%, when compared to sales of
$405,939 during the same period last year. Management continues to project 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. The
demand for these filters is unknown at this time but is expected to decline.
MFC's Broadcast TV/Wireless Cable product sales for the three months ended
December 31, 2010 equaled $31,152, a decrease of $43,379 or 59.3%, when
compared to sales of $76,531 during the same period. The decrease can be
attributed to an decrease in demand for UHF Broadcast products which are
primarily sold to system integrators for rural communities.
The Company's sales order backlog equaled $672,366 at December 31, 2010
compared to sales order backlog of $413,159 at September 30, 2010. However,
backlog is not necessarily indicative of future sales. Accordingly, the
Company does not believe that its backlog as of any particular date is
representative of actual sales for any succeeding period. Approximately 97%
of the sales order backlog at December 31, 2010 is scheduled to ship by
September 30, 2011.
The Company recorded net income of $47,593 for the three months ended
December 31, 2010 compared to net income of $14,084 for the three months ended
December 31, 2009. The improvement in net income can primarily be attributed
to the higher sales volume this year when compared to the same period last
year.
Gross profit for the three months ended December 31, 2010 equaled $467,259,
an increase of $46,660 or 11.1%, when compared to gross profit of $420,599 for
the three months ended December 31, 2009. The increase can primarily be
attributed the increase in sales. As a percentage of sales, gross profit
equaled 36.1% for the three months ended December 31, 2010 compared to 37.1%
for the three months ended December 31, 2009. The decrease in gross profit as
a percentage of sales can primarily be attributed to higher direct material
costs as a percentage of sales primarily due to product sales mix.
Selling, general and administrative (SGA) expenses for the three months
ended December 31, 2010 equaled $421,214, an increase of $12,844 or 3.1%, when
compared to SG&A expenses of $408,370 for the three months ended December 31,
2009. As a percentage of sales, SGA expenses decreased to 32.5% for the three
months ended December 31, 2010 compared to 36% for the three months ended
December 31, 2009 primarily due to the higher sales volume this year when
compared to the same period last year.
Other income is primarily interest income earned on invested cash balances.
Other income equaled $1,548 for the three months ended December 31, 2010
compared to $1,855 for the three months ended December 31, 2009. Other income
may fluctuate based on market interest rates and levels of invested cash
balances.
The provision (benefit) for income taxes equaled $0 for both the three
months ended December 31, 2010 and 2009. Any benefit for losses have been
subject to a valuation allowance since the realization of the deferred tax
benefit is not considered more likely than not.
13
Off-Balance Sheet Arrangements
At December 31, 2010 and 2009, 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.
LIQUIDITY and CAPITAL RESOURCES
December 31, 2010 September 30, 2010
Cash & cash equivalents $1,661,680 $1,466,719
Working capital $2,045,120 $1,981,150
Current ratio 4.42 to 1 4.68 to 1
Long-term debt $ 0 $ 0
Cash and cash equivalents increased $194,961 to $1,661,680 at December 31,
2010 when compared to cash and cash equivalents of $1,466,719 at September 30,
2010. The increase was a result of $201,343 in net cash provided by operating
activities, $4,470 in net cash used for capital expenditures and $1,912 in net
cash used to purchase treasury stock.
The decrease in accounts receivable of $67,298 at December 31, 2010 when
compared to September 30, 2010 can primarily be attributed to the lower sales
volume during the month ended December 31, 2010 when compared to the month
ended September 30, 2010. Sales for the month ended December 31, 2010 equaled
$336,597 compared to sales of $504,158 for the month ended September 30, 2010.
The increase in accounts payable of $36,984 at December 31, 2010 when
compared to September 30, 2010 can primarily be attributed to timing.
The increase in customer deposits of $54,452 at December 31, 2010 when
compared to September 30, 2010 can primarily be attributed to one deposit
received from a customer for an order scheduled to ship in January 2011.
The decrease in accrued compensated absences of $32,249 at December 31, 2010
when compared to September 30, 2010 can primarily be attributed to accrued
vacation used or paid during the quarter ended December 31, 2010.
At December 31, 2010, the Company had unused aggregate lines of credit
totaling $750,000 collateralized by all inventory, equipment and accounts
receivable.
Management believes that its working capital requirements for the forseeable
future will be met by its existing cash balances, future cash flows from
operations and its current credit arrangements.
14
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 Quarterly Report on Form 10-Q
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 2010 Annual Report and Form 10-K for the fiscal
year ended September 30, 2010 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no significant change in our exposures to market risk during
the three months ended December 31, 2010. For a detailed discussion of market
risk, see our Annual Report on Form 10-K for the fiscal year ended September
30, 2010, Part II, Item 7A, Quantitative and Qualitative Disclosures About
Market Risk.
15
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
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 based on criteria established in the framework in
"Internal Control-Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, the
Company's management concluded and certifies that its internal control over
financial reporting was effective as of December 31, 2010.
This Quarterly Report does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm.
16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The State of New York Workers' Compensation Board commenced an action
against Microwave Filter Company, Inc. to recover for an underfunded
self insured program that Microwave Filter Company, Inc. participated
in. Due to the relatively short period of time Microwave Filter
Company, Inc. participated in the program and the limited amount of
potential exposure, we do not expect the resolution of this action
will have a material adverse effect on our financial condition,
results of operations or cash flows.
Item 1A. Risk Factors
Not applicable.
Item 2. Changes in Securities
None during this reporting period.
Item 3. Defaults Upon Senior Securities
The Company has no senior securities.
Item 4. (Removed and Reserved)
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
31.1 Section 13a-14(a)/15d-14(a) Certification of Carl F. Fahrenkrug
31.2 Section 13a-14(a)/15d-14(a) Certification of Richard L. Jones
32.1 Section 1350 Certification of Carl F. Fahrenkrug
32.2 Section 1350 Certification of Richard L. Jones
17
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 11, 2011 Carl F. Fahrenkrug
(Date) --------------------------
Carl F. Fahrenkrug
Chief Executive Officer
February 11, 2011 Richard L. Jones
(Date) --------------------------
Richard L. Jones
Chief Financial Officer
1
