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, 2000 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 - 2,938,186 shares as of December 31, 2000. PART I. - FINANCIAL INFORMATION MICROWAVE FILTER COMPANY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands) DECEMBER 31, 2000 SEPTEMBER 30, 2000 (Unaudited) (Note) Assets Current Assets: Cash and cash equivalents $ 325 $ 625 Investments 943 925 Accounts receivable-trade,net 768 897 Inventories 1,107 1,104 Deferred tax asset - current 178 178 Prepaid expenses and other current assets 130 78 -------- -------- Total current assets 3,451 3,807 Property,plant and equipment,net 1,359 1,336 -------- -------- Total assets $ 4,810 $ 5,143 ======== ======== Liabilities And Stockholders' Equity Current liabilities: Accounts payable $ 358 $ 392 Customer deposits 244 155 Accrued federal and state income taxes 101 189 Accrued payroll and related expenses 121 100 Accrued compensated absences 246 267 Other current liabilities 69 121 -------- -------- Total current liabilities 1,139 1,224 Deferred tax liability - noncurrent 48 48 -------- -------- Total liabilities 1,187 1,272 -------- -------- Stockholders' Equity: Common stock,$.10 par value 432 432 Additional paid-in capital 3,240 3,240 Retained earnings 1,402 1,323 -------- -------- 5,074 4,995 Common stock in treasury, at cost (1,451) (1,124) -------- -------- Total stockholders' equity 3,623 3,871 -------- -------- Total liabilities and stockholders' equity $ 4,810 $ 5,143 ======== ======== Note: The balance sheet at September 30, 2000 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. [FN] See Accompanying Notes to Condensed Consolidated Financial Statements MICROWAVE FILTER COMPANY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 (Unaudited) (Amounts in thousands, except per share data) Three months ended Dec. 31 2000 1999 Net sales $1,929 $1,570 Cost of goods sold 1,251 934 ------- ------- Gross profit 678 636 Selling, general and administrative expenses 583 552 ------- ------- Income from operations 95 84 Other income (expense) 25 15 ------- ------- Income before income taxes 120 99 Provision for income taxes 41 34 ------- ------- NET INCOME $79 $65 ======= ======= Earnings per share $0.03 $0.02 ======= ======= [FN] See Accompanying Notes to Condensed Consolidated Financial Statements MICROWAVE FILTER COMPANY, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 (Unaudited) (Amounts in thousands) Three months ended December 31 2000 1999 Cash flows from operating activities: Net income $ 79 $ 65 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 70 76 Change in assets and liabilities: (Increase) decrease in: Accounts receivable 129 (57) Inventories (3) (144) Prepaid expenses & other assets (52) (59) Increase (decrease) in: Accounts payable & accrued expenses (85) 301 Deferred compensation & other liabilities 0 (2) ------- ------- Net cash provided by operating activities 138 180 Cash flows from investing activities: Investments (18) 0 Capital expenditures (93) (19) ------- ------- Net cash used in investing activities (111) (19) Cash flows from financing activities: Purchase of treasury stock (327) (60) ------- ------- Net cash used in investing activities (327) (60) ------- ------- Increase (decrease) in cash and cash equivalents (300) 101 Cash and cash equivalents at beginning of period 625 264 ------- ------- Cash and cash equivalents at end of period $ 325 $ 365 ======= ======= [FN] See Accompanying Notes to Condensed Consolidated Financial Statements MICROWAVE FILTER COMPANY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2000 Note 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended December 31, 2000 are not necessarily indicative of the results that may be expected for the year ended September 30, 2001. 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, 2000. Note 2. Industry Segment Data The Company's primary business segments involve (1) operations of Microwave Filter Company, Inc. (MFC) which manufactures electronic filters used for preventing interference or signal processing in cable television, satellite, broadcast, aerospace and government markets; and (2) operations of Niagara Scientific, Inc. (NSI) which manufactures industrial automation equipment. Information by segment is as follows: (thousands of dollars) 2001 2000 Net Sales (Unaffiliated): MFC $1,653 $1,504 NSI 276 66 ------- ------- Total $1,929 $1,570 ======= ======= Operating profit (loss): (a) MFC $147 $95 NSI (52) (11) ------- ------- Total $95 $84 ======= ======= Identifiable assets: (b) MFC $4,096 $4,004 NSI 389 638 ------- ------- Subtotal 4,485 4,642 Corporate Assets - Cash and Cash Equivalents 325 365 ------- ------- Total $4,810 $5,007 ======= ======= (a) Operating profit (loss) is total revenue less operating expenses. In computing operating profit, none of the following items have been added or deducted: interest expense, income taxes and miscellaneous income. Expenses incurred on behalf of both Companies are allocated based upon estimates of their relationship to each entity. (b) Identifiable assets by industry are those assets that are used in the Company's operations in each segment. MICROWAVE FILTER COMPANY, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS DECEMBER 31, 2000 Net sales for the three months ended December 31, 2000 equaled $1,929,618, an increase of $360,169 or 22.9% when compared to net sales of $1,569,449 for the three months ended December 31, 1999. Microwave Filter Company, Inc. (MFC) net sales for the three months ended December 31, 2000 equaled $1,653,483, an increase of $150,405 or 10% when compared to net sales of $1,503,078 for the three months ended December 31, 1999. Niagara Scientific, Inc. (NSI), a wholly owned subsidiary, net sales for the three months ended December 31, 2000 equaled $276,135, an increase of $209,764 or 316% when compared to net sales of $66,371 for the three months ended December 31, 1999. Net income for the three months ended December 31, 2000 equaled $78,575, an increase of $14,066 or 21.8% when compared to net income of $64,509 for the three months ended December 31, 1999. The increase in net income can primarily be attributed to the increase in sales. Gross profit increased $43,076 or 6.8% to $678,418 during the three months ended December 31, 2000 when compared to gross profit of $635,342 during the three months ended December 31, 1999. The increase in gross profit during the three months ended December 31, 2000 can primarily be attributed to the increase in sales. As a percentage of sales, gross profit equaled 35.2% for the three months ended December 31, 2000 compared to 40.5% for the three months ended December 31, 1999. The decrease in gross profit as a percentage of sales, when compared to the same period last year, can primarily be attributed to product sales mix. NSI's sales, whose targeted gross profits are lower than MFC's, accounted for 14.3% of total sales for the three months ended December 31, 2000 compared to 4.2% of total sales for the three months ended December 31, 1999. Selling, general and administrative (SG&A) expenses increased $31,216 to $583,251 during the three months ended December 31, 2000 when compared to SG&A expenses of $552,035 during the three months ended December 31, 1999. The increase can primarily be attributed to planned increases in advertising and promotional expenses. As a percentage of sales, SGA expenses equaled 30.2% for the three months ended December 31, 2000 compared to 35.2% for the three months ended December 31, 1999. Cash and cash equivalents decreased $300,068 to $325,409 at December 31, 2000 when compared to cash and cash equivalents of $625,477 at September 30, 2000. The decrease was a result of $138,169 in net cash provided by operating activities, $111,179 in net cash used in investing activities, of which capital expenditures totaled $93,509, and $327,058 in net cash used to purchase treasury stock. The Company's Board of Directors had authorized the repurchase of up to 500,000 shares of the Company's outstanding stock. On January 26, 2000, the Company's Board of Directors authorized the repurchase of an additional 500,000 shares of the Company's outstanding common stock. The repurchases will be made from time to time on the open market at prevailing market prices or in negotiated transactions off the market. During the quarter ended December 31, 2000, 226,000 shares were repurchased using existing cash balances. Management believes the common stock repurchase program, given the Company's present cash position as well as the market price of the stock, reflects its belief in the fundamental strength of the business and also reflects its commitment to enhancing shareholder value. At December 31, 2000, the Company had available aggregate lines of credit totaling $600,000. Of these lines, $100,000 is for the purchase of equipment and is collateralized by equipment and $500,000 is for working capital and is collateralized by accounts receivable, inventories and equipment. 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, 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. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Company has limited exposure to market risk as the Company has no long term debt as of December 31, 2000. The Company's available line of credit is based on a factor of the prime rate; however, there are no outstanding borrowings under the line of credit. The Company does not trade in derivative financial instruments. 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 5. Other Information None. 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 14, 2001 Carl F. Fahrenkrug (Date) -------------------------- Carl F. Fahrenkrug Chief Executive Officer February 14, 2001 Richard L. Jones (Date) -------------------------- Richard L. Jones Chief Financial Officer