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, 2008
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 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 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__
Common Stock, $.10 Par Value - 2,595,213 shares as of February 2, 2009.
PART I. - FINANCIAL INFORMATION
MICROWAVE FILTER COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
December 31, 2008 September 30, 2008
(Unaudited)
Assets
Current Assets:
Cash and cash equivalents $ 1,219 $ 1,417
Accounts receivable-trade, net 302 306
Inventories 614 601
Prepaid expenses and other
current assets 108 100
------- -------
Total current assets 2,243 2,424
Property, plant and equipment, net 437 393
------- -------
Total assets $ 2,680 $ 2,817
======= =======
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 166 $ 152
Customer deposits 31 21
Accrued federal and state income
taxes 1 1
Accrued payroll and related
expenses 72 61
Accrued compensated absences 189 196
Other current liabilities 28 31
------- -------
Total current liabilities 487 462
------- -------
Total liabilities 487 462
------- -------
Stockholders' Equity:
Common stock,$.10 par value 432 432
Additional paid-in capital 3,249 3,249
Retained earnings 195 203
------- -------
3,876 3,884
Common stock in treasury,
at cost (1,683) (1,529)
------- -------
Total stockholders' equity 2,193 2,355
------- -------
Total liabilities and
stockholders' equity $ 2,680 $ 2,817
======= =======
<FN>
See Accompanying Notes to Consolidated Financial Statements
MICROWAVE FILTER COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS
ENDED DECEMBER 31, 2008 AND 2007
(Unaudited)
(Amounts in thousands, except per share data)
Three months ended
December 31
2008 2007
Net sales $1,250 $1,343
Cost of goods sold 821 829
------ ------
Gross profit 429 514
Selling, general and
administrative expenses 442 490
------ ------
(Loss) income
from operations (13) 24
Other income (net),
principally interest 6 14
------ ------
(Loss) income before
income taxes (7) 38
Provision (benefit) for
income taxes 0 0
------ ------
NET (LOSS) INCOME ($7) $38
====== ======
Per share data:
Basic earnings (loss)
per share $0.00 $0.01
====== ======
Shares used in computing net
(loss) earnings per share: 2,667 2,895
<FN>
See Accompanying Notes to Consolidated Financial Statements
MICROWAVE FILTER COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
DECEMBER 31, 2008 AND 2007
(Unaudited)
(Amounts in thousands)
Three months ended
December 31
2008 2007
Cash flows from operating
activities:
Net (loss) income ($ 7) $ 38
Adjustments to reconcile net
(loss) income to net cash
provided by operating activities:
Depreciation and amortization 20 19
Change in assets and liabilities:
Accounts receivable - trade 4 19
Inventories (13) 23
Prepaid expenses and other
assets (8) (42)
Accounts payable and accrued
expenses 14 (12)
Customer deposits 10 3
------ ------
Net cash provided by
operating activities 20 48
------ ------
Cash flows from
investing activities:
Capital expenditures (64) (12)
------ ------
Net cash used in
investing activities (64) (12)
------ ------
Cash flows from
financing activities:
Purchase of treasury stock (154) (1)
----- -----
Net cash used in financing
activities (154) (1)
----- -----
Net (decrease) increase in
cash and cash equivalents (198) 35
Cash and cash equivalents
at beginning of period 1,417 1,267
------ ------
Cash and cash equivalents
at end of period $1,219 $1,302
====== ======
<FN>
See Accompanying Notes to Consolidated Financial Statements
MICROWAVE FILTER COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2008
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, 2008 are not necessarily indicative of the results
that may be expected for the year ended September 30, 2009. 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, 2008.
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, 2008 September 30, 2008
Raw materials and stock parts $503 $472
Work-in-process 25 19
Finished goods 86 110
---- ----
$614 $601
==== ====
The Company's reserve for obsolescence equaled $404,457 at December 31,
2008 and September 30, 2008.
Note 4. Income Taxes
The Company accounts for income taxes under Statement of Financial Accounting
Standards (SFAS) No. 109. 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 adopted FASB Interpretation No. 48, Accounting for Uncertainty
in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48) as of
October 1, 2007. FIN 48 clarifies the accounting for uncertainty in income
taxes recognized in an entity's financial statements in accordance with FASB
Statement No. 109, Accounting for Income Taxes, 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, FIN 48
provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition. No adjustments were
required upon adoption of FIN 48.
Note 5. Recent Pronouncements
In February 2007, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an amendment
of FASB Statement No. 115". SFAS 159 permits entities to choose to measure
many financial instruments and certain other items at fair value at specified
election dates. This Statement applies to all entities, including not-for-
profit organizations. SFAS 159 is effective as of the beginning of an
entity's first fiscal year that begins after November 15, 2007. As such, the
Company is required to adopt these provisions at the beginning of the fiscal
year ended September 30, 2009. The Company is currently evaluating the impact
of SFAS 159 on its consolidated financial statements.
Fair Value Measurements. In September 2006, the FASB published Statement of
Financial Accounting No. 157, Fair Value Measurements. This Statement
establishes a single authoritative definition of fair value, sets out a
framework for measuring fair value, and requires additional disclosures about
fair-value measurements. The Statement applies only to fair-value measurements
that are already required or permitted by other accounting standards and is
expected to increase the consistency of those measurements. It will also
affect current practices by nullifying the Emerging Issues Task Force (EITF)
guidance that prohibited recognition of gains or losses at the inception of
derivative transactions whose fair value is estimated by applying a model and
by eliminating the use of "blockage" factors by brokers, dealers, and
investment companies that have been applying AICPA Guides. The Statement is
effective for fair-value measures already required or permitted by other
standards for financial statements issued for fiscal years beginning after
November 15, 2007 (the Company's fiscal 2009) and interim periods within those
fiscal years. Early application is permissible only if no annual or interim
financial statements have been issued for the earlier periods. The
requirements of the Statement are applied prospectively, except for changes in
fair value related to estimating he fair value of a large block position and
instruments measured at fair value at initial recognition based on transaction
price in accordance with EITF 02-3 or Statement 155.
In December 2007, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard ("SFAS") No. 160, "Noncontrolling Interests
in Consolidated Financial Statements, an amendment of ARB No. 51". SFAS 160
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. As such, the Company is required to
adopt these provisions at the beginning of the fiscal year ended September 30,
2010. The Company is currently evaluating the impact of SFAS 160 on its
consolidated financial statements.
In December 2007, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard ("SFAS") No. 141(R), "Business Combinations".
SFAS 141(R) establishes principles and requirements for how the acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree, recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase, and determines what information
to disclose to enable users of the financial statements to evaluate the nature
and financial effects of the business combination. SFAS 141(R) is effective
for fiscal years, and interim periods within those fiscal years, beginning on
or after December 15, 2008. As such, the Company is required to adopt these
provisions at the beginning of the fiscal year ended September 30, 2010. The
Company is currently evaluating the impact of SFAS 141(R) on its consolidated
financial statements but does not expect it to have a material effect.
In March 2008, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 161, "Disclosures
about Derivative Instruments and Hedging Activities-an amendment of FASB
Statement No. 133". SFAS 161 requires enhanced disclosures about an entity's
derivative and hedging activities. SFAS 161 is effective for financial
statements issued for fiscal years and interim periods beginning after
November 15, 2008 with early application encouraged. As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended
September 30, 2010. The Company is currently evaluating the impact of SFAS 161
on its consolidated financial statements but does not expect it to have a
material effect.
In May 2008, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 162, "The Hierarchy of Generally
Accepted Accounting Principles". SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in
the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP)
in the United States. SFAS 162 is effective 60 days following the SEC's
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles. The Company is currently evaluating the impact
of SFAS 162 on its consolidated financial statements but does not expect it to
have a material effect.
In May 2008, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 163, "Accounting for
Financial Guarantee Insurance Contracts-an interpretation of FASB Statement
No. 60" ("SFAS 163"). SFAS 163 interprets Statement 60 and amends existing
accounting pronouncements to clarify their application to the financial
guarantee insurance contracts included within the scope of that Statement.
SFAS 163 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and all interim periods within those fiscal
years. As such, the Company is required to adopt these provisions at the
beginning of the fiscal year ended September 30, 2010. The Company is
currently evaluating the impact of SFAS 163 on its consolidated financial
statements but does not expect it to have a material effect.
MICROWAVE FILTER COMPANY, INC.
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 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, 2008 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.
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 Statement of Financial Accounting
Standards (SFAS) No. 109. 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.
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2008 vs. THREE MONTHS ENDED DECEMBER 31, 2007.
The following table sets forth the Company's net sales by major product
group for the three months ended December 31, 2008 and 2007.
Product group (in thousands) Fiscal 2009 Fiscal 2008
Microwave Filter (MFC):
Cable TV $ 421 $ 499
RF/Microwave 286 444
Satellite 489 372
Broadcast TV 50 26
Niagara Scientific (NSI) 4 2
------ ------
Total $1,250 $1,343
====== ======
Sales backlog at 12/31 $ 421 $ 526
====== ======
Net sales for the three months ended December 31, 2008 equaled $1,249,703, a
decrease of $93,608 or 7.0% when compared to net sales of $1,343,311 for the
three months ended December 31, 2007.
MFC's Cable TV product sales for the three months ended December 31, 2008
equaled $421,239, a decrease of $78,348 or 15.7%, when compared to sales of
$499,587 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 RF/Microwave product sales for the three months ended December 31,
2008 equaled $286,093, a decrease of $158,402 or 35.6%, when compared to
RF/Microwave product sales of $444,495 for the three months ended December 31,
2007. Management attributes the decrease in sales to the economy. 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.
MFC's Satellite product sales for the three months ended December 31, 2008
equaled $488,898, an increase of $117,292 or 31.6%, when compared to sales of
$371,606 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. 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/Wireless Cable product sales for the three months ended
December 31, 2008 equaled $49,884, an increase of $24,035 or 93.0%, when
compared to sales of $25,849 during the same period last year primarily due to
an increase in demand for UHF Broadcast products.
The Company's sales order backlog equaled $420,955 at December 31, 2008
compared to sales order backlog of $415,911 at September 30, 2008. 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. The total sales
order backlog at December 31, 2008 is scheduled to ship by September 30, 2009.
The Company recorded a net loss of $7,593 for the three months ended December
31, 2008 compared to net income of $37,750, or $.01 per share, for the three
months ended December 31, 2007. The decrease can primarily be attributed to the
lower sales volume this year when compared to the same period last year.
Gross profit for the three months ended December 31, 2008 equaled $429,008,
a decrease of $85,431 or 16.6%, when compared to gross profit of $514,439 for
the three months ended December 31, 2007. As a percentage of sales, gross
profit equaled 34.3% for the three months ended December 31, 2008 compared to
38.3% for the three months ended December 31, 2007. The decreases in gross
profit can primarily be attributed to the lower sales volume this year
providing a lower base to absorb fixed expenses.
Selling, general and administrative (SGA) expenses for the three months
ended December 31, 2008 equaled $442,239, a decrease of $47,843 or 9.8%, when
compared to SG&A expenses of $490,082 for the three months ended December 31,
2007. As a percentage of sales, SGA expenses decreased to 35.4% for the three
months ended December 31, 2008 compared to 36.5% for the three months ended
December 31, 2007. The lower SG&A expenses were due to lower printing
costs, sales commissions and payroll expenses during the three months ended
December 31, 2008 when compared to the same period last year.
Other income is primarily interest income earned on invested cash balances.
Other income equaled $5,638 for the three months ended December 31, 2008
compared to $13,393 for the three months ended December 31, 2007. The decrease
is primarily due to lower invested cash balances and lower market interest
rates this year when compared to last year. 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, 2008 and 2007. 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.
Off-Balance Sheet Arrangements
At December 31, 2008 and 2007, 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, 2008 September 30, 2008
Cash & cash equivalents $1,219,381 $1,417,271
Working capital $1,756,143 $1,961,413
Current ratio 4.61 to 1 5.24 to 1
Long-term debt $ 0 $ 0
Cash and cash equivalents decreased $197,890 to $1,219,381 at December 31,
2008 when compared to cash and cash equivalents of $1,417,271 at September 30,
2008. The decrease was a result of $19,576 in net cash provided by operating
activities, $63,535 in net cash used for capital expenditures and $153,931 in
net cash used to purchase treasury stock.
During the quarter ended December 31, 2008, the Company purchased 297,219
shares of its common stock at a cost of $153,931 from two shareholders.
At December 31, 2008, 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.
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 2008 Annual Report and Form 10-K for the fiscal
year ended September 30, 2008 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, 2008. For a detailed discussion of market
risk, see our Annual Report on Form 10-K for the fiscal year ended September
30, 2008, Part II, Item 7A, Quantitative and Qualitative Disclosures About
Market Risk.
ITEM 4. CONTROLS AND PROCEDURES
1. Evaluation of disclosure controls and procedures. Based on their
evaluation 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 of the end of the period covered by this
Quarterly Report on Form 10-Q, the Company's chief executive officer
and chief financial officer have concluded that the Company's
disclosure controls and procedures are effective.
2. Changes in internal control over financial reporting. During the period
covered by this Quarterly Report on Form 10-Q, there were no changes in
the Company's internal control over financial reporting (as defined in
Rule 13a-15(f)) that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over
financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is unaware of any material threatened or pending
litigation against the Company.
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. Submission of Matters to a Vote of Security Holders
None during this reporting period.
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
b. 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, 2009 Carl F. Fahrenkrug
(Date) --------------------------
Carl F. Fahrenkrug
Chief Executive Officer
February 13, 2009 Richard L. Jones
(Date) --------------------------
Richard L. Jones
Chief Financial Officer