UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
OR
|
Microwave Filter Company, Inc
|
(Exact name of registrant as specified
in its charter)
|
New York
|
16-0928443
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer Identification
No.)
|
6743 Kinne Street, East Syracuse,
NY
|
13057
|
(Address of principal executive offices)
|
(Zip code)
|
Common stock, par value $.10 per share
|
Title of class
|
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 (§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 __X__ NO____
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. __
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__
The aggregate market value of the voting stock held by
non-affiliates of the registrant, based on the closing price of
the common stock on December 1, 2012, was $2,151,118.
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Shares of common stock outstanding at December 1,
2012: 2,585,321
DOCUMENTS INCORPORATED BY REFERENCE
Part III: Portions of the Definitive Proxy Statement to be
filed with the Securities and Exchange Commission in connection
with the solicitation of proxies for the Company's 2013 Annual
Meeting of Shareholders are incorporated by reference into Part
III. (With the exception of those portions which are
specifically incorporated by reference in this Form 10-K, the
Proxy Statement is not deemed to be filed or incorporated by
reference as part of this report.)
Fiscal
2012
|
High
|
Low
|
||
Oct.
1, 2011 to Dec. 31, 2011
|
$
|
1.05 |
$
|
0.63 |
Jan.
1, 2012 to Mar. 31, 2012
|
1.10 | 0.75 | ||
Apr.
1, 2012 to June 30, 2012
|
1.25 | 0.83 | ||
July
1, 2012 to Sept. 30, 2012
|
1.05 | 0.85 | ||
Fiscal
2011
|
High | Low | ||
Oct.
1, 2010 to Dec. 31, 2010
|
$
|
1.08 |
$
|
0.45 |
Jan.
1, 2011 to Mar. 31, 2011
|
1.10 | 0.76 | ||
Apr.
1, 2011 to June 30, 2011
|
1.05 | 0.61 | ||
July
1, 2011 to Sept. 30, 2011
|
1.05 | 0.62 |
2012
|
|
2011
|
|
2010
|
|
|
2009
|
|
|
|
2008
|
||||||
Net Sales |
$
|
4,458,819
|
$
|
5,043,934
|
$
|
4,691,522
|
|
$
|
4,610,313
|
|
|
$ |
5,231,125
|
||||
Net Income |
$
|
75,801
|
$
|
242,915
|
$
|
146,291
|
|
$
|
81,507
|
|
|
$
|
39,516
|
||||
Total Assets |
$
|
2,599,344
|
$
|
2,914,960
|
$
|
2,963,224
|
|
$
|
2,833,345
|
|
|
$ |
2,816,736
|
||||
Equity |
$ |
2,221,661 |
$ |
2,275,928 |
$ |
2,425,568 |
$ |
2,280,684 |
$ |
2,354,667 |
|||||||
Long Term Debt |
$
|
0
|
$
|
0
|
$
|
0
|
|
$
|
0
|
|
|
$ |
0
|
||||
Basic Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Per Share |
$
|
0.03
|
$
|
0.09
|
$
|
0.06
|
|
$
|
0.03
|
|
|
$
|
0.01
|
||||
Diluted Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Per Share |
$
|
0.03
|
$
|
0.09
|
$
|
0.06
|
|
$
|
0.03
|
|
|
$
|
0.01
|
||||
Shares Used In Computing Net |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings Per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic |
|
2,585,845
|
|
2,587,807
|
|
2,592,723
|
|
|
2,612,152
|
|
|
2,894,214
|
|||||
Diluted |
|
2,585,845
|
|
2,587,807
|
|
2,592,723
|
|
|
2,612,152
|
|
|
2,967,274
|
|||||
Cash ($) Dividends Paid Per |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Share |
$
|
0.05
|
$
|
0.15
|
$
|
0
|
|
$
|
0
|
|
|
$ |
0
|
||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net income as a percentage of: |
2012
|
|
2011
|
|
2010
|
|
|
2009
|
|
|
|
2008
|
|||||
Net Sales |
1.70%
|
4.80%
|
3.10%
|
1.80%
|
|
0.70%
|
|||||||||||
Assets |
2.90%
|
8.30%
|
4.90%
|
2.90%
|
|
1.40%
|
|||||||||||
Equity |
3.40%
|
10.70%
|
6.00%
|
3.60%
|
|
1.70%
|
Product
group (in thousands)
|
Fiscal 2012 | Fiscal 2011 |
|
||||
Microwave Filter: | ||||
RF/Microwave | $ | 1,712 | $ | 1,915 |
Satellite | 1,335 | 1,651 | ||
Cable TV | 1,281 | 1,377 | ||
Broadcast TV | 124 |
98 | ||
Niagara Scientific | 7 |
3 |
||
---------- | ---------- | |||
Total | $ | 4,459 | $ | 5,044 |
====== | ====== | |||
Sales backlog at 9/30 | $ | 272 |
$ | 644 |
====== | ====== |
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------------------------------
MFC defines liquidity as the ability to generate
adequate funds to meet its operating and capital needs.
The Company's primary source of liquidity has been funds
provided by operations.
September 30
2012
2011
Cash & cash equivalents
$
1,023,017
$
1,258,885
Working capital
$
1,549,136
$
1,658,110
Current ratio
5.10 to 1
3.59 to 1
Long-term debt
$
0
$
0
Cash and cash equivalents decreased $235,868 to
$1,023,017 at September 30, 2012 when compared to $1,258,885
at September 30, 2011. The decrease was a result of
$86,598 in net cash provided by operating activities, $192,398
in net cash used for capital expenditures, $129,273 in net
cash used to pay a special cash dividend and $795 in net cash
used to purchase treasury stock.
The net decrease of $88,669 in accounts receivable at
September 30, 2012, when compared to September 30, 2011, can
be attributable to the lower shipments during the quarter
ended September 30, 2012 when compared to the quarter ended
September 30, 2011. Sales for the quarter ended September 30,
2012 equaled $968,356 compared to sales of $1,311,555 for the
quarter ended September 30, 2011.
The net decrease of $38,186 in inventories at September
30, 2012, when compared to September 30, 2011, can be
attributable to the lower sales order backlog this year when
compared to last year.
The decrease of $103,210 in accounts payable at
September 30, 2012, when compared to September 30, 2011, can
primarily be attributed to timing and the lower inventories at
September 30, 2012 when compared to September 30, 2011.
The decrease of $78,245 in accrued
compensated absences at September 30, 2012, when compared to
September 30, 2011, can primarily be attributed to accrued
vacation used or paid during the fiscal year ended September
30, 2012. Due to the lower sales volume, the Company has been
participating in the New York State Shared Work Program which
allows employers to reduce the hours of all or a particular
group of employees. The employees whose hours are reduced can
receive partial unemployment insurance benefits to supplement
their lost wages or elect to use accrued vacation.
The decrease of $52,346 in other
current liabilities at September 30, 2012, when compared to
September 30, 2011, can primarily be attributed the payment of
a profit sharing contribution of $50,000 which was accrued at
September 30, 2011.
Capital expenditures consisted primarily of machinery
and equipment.
At September 30, 2012, 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 foreseeable future will be met by its
existing cash balances, future cash flows from operations and
its current credit arrangements.
ITEM 9A. 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 September 30, 2012.
This annual report does not include an attestation
report of our registered public accounting firm regarding
internal control over financial reporting. Our report
was not subject to attestation by our registered public
accounting firm pursuant to rules of the SEC that permit the
Company to provide only management's report in this annual
report.
ITEM 9B. OTHER INFORMATION
None.
Common Shares | ||||||
Actually or | Percent | |||||
Beneficially | of | |||||
Director | Principal occupation | Owned 12/1/12 | Class | |||
ROBERT R. ANDREWS (a)(b)(c)(d) Age 72 Director since 1992 |
Mr. Andrews is the Chairman of the Board and past President of Morse Manufacturing Co., Inc., East Syracuse, N.Y. which produces specialized material handling equipment and has served in that capacity since prior to 1985. He received a B.A degree from Arkansas University and has served as Vice President and a director of the Manufacturers' Association of Central New York, President of the Citizens Foundation, a Trustee of Dewitt Community Church, director of the Salvation Army and Chairman of the Business and Industry Council of Onondaga Community College. Mr. Andrews was elected Chairman of the Board of Directors of Microwave Filter Company, Inc. on November 17, 2004. | 1,214 | * | |||
ANNE
TINDALL (a)(b) Age 59 Director since 2012 |
Ms. Tindall is the founder and President of Employee Management Strategies, Inc. in Fayetteville, New York which provides a variety of comprehensive on and off-site professional and human resource-related services to employers. Ms. Tindall is a graduate of the State University College at Buffalo with a Bachelor of Arts in Human Development - Family and Community Relations, in addition to a number of human resource-related courses and seminars. | 0 |
||||
SIDNEY CHONG (a)(b)(c) Age 71 Director since 1995 |
Mr. Chong was a corporate accountant for Carrols Corp. in Syracuse prior to his retirement in January 2011. Prior to joining Carrols Corp., he was a Senior Accountant with Price Waterhouse and Co. in New York City. Mr. Chong has a Bachelor of Science degree in accounting from California State University. | 1,000 | * | |||
CARL F. FAHRENKRUG, PE (a) Age 70 Director since 1984 |
Mr. Fahrenkrug was appointed President and Chief Executive Officer of MFC on October 7, 1992. He has also served as President and Chief Executive Officer of NSI since prior to 1986. He served as Vice President of Engineering at Microwave Systems, Inc., Syracuse, N.Y. from 1972-1976. Mr. Fahrenkrug has a B.S. and M.S. in Engineering and an MBA from Syracuse University. | 72,298 | 2.8% |
Common Shares | ||||||
Actually or | Percent | |||||
Beneficially | of | |||||
Director | Principal occupation | Owned 12/1/12 | Class | |||
ROBERT
D. SHIROKI (c) Age 49 Director since 2012 |
Mr. Shiroki is a Certified Public Accountant in the State of New York and the owner of Shiroki Associates CPA's located in Fayetteville, New York, which specializes in small businesses and startups. Prior to joining Shiroki Associates, he was the controller for Hart Lyman Companies of East Syracuse, New York. Mr. Shiroki has a Bachelor of Science in Finance from SUNY Brockport and a Bachelor of Science in Accounting from Syracuse University. | 88,482 |
3.4% | |||
ROBERT D. ESSIG (a)(d) Age 67 Director since 2012 |
Mr. Essig is Of Counsel to the Law Firm of Costello, Cooney & Fearon, PLLC in Syracuse, New York. His primary areas of practice have been Commercial Law, Commercial Real Estate, Environmental Law, Municipal Law and Zoning Law. Mr. Essig graduated with honors from Fordham University School of Law, J.D., in June of 1975. Mr. Essig was admitted to the New York State Bar and the Federal District Court (NDNY) in 1976. Mr. Essig is a member of the New York State Bar Association, the American Bar Association and the Onondaga County Bar Association. | 0 | ||||
RICHARD
L.
JONES Age 64 Director since 2004 |
Mr. Jones was appointed a Director of Microwave Filter Company, Inc. on September 7, 2004. Mr. Jones has served as a Vice President and the Chief Financial Officer of Microwave Filter Company, Inc. since October 7, 1992. He has a Bachelor of Science degree in accounting from Syracuse University. | 0 | ||||
JOHN
J.
KENNEDY (a)(b)(d) Age 63 Director since 2009 |
Mr. Kennedy is the Senior Partner and Co-founder of Hawthorne Consulting Group, LLC, a continuous improvement consulting firm dedicated to the education and training of business owners, managers and their employees in the concepts of the Toyota Production System. Prior to that, Mr. Kennedy was a senior consultant with Seven Pines Consulting Group/Rutherford Associates. He has also held various management positions with Orion Bus Industries Ltd, General Motors Corp. and the Miller Brewing Company. He holds an MBA from Syracuse University and a BS degree from the University of Pennsylvania. | 1,000 | * |
Common Shares | ||||||
Actually or | Percent | |||||
Beneficially | of | |||||
Director | Principal occupation | Owned 12/1/12 | Class | |||
FRANK
S. MARKOVICH (c)(d) Age 68 Director since 1992 |
Mr. Markovich is a consultant in the manufacturing operations and training field. Prior to that he was the Director of the Manufacturing Extension Partnership at UNIPEG Binghamton. He held various high level positions in operations, quality and product management in a 20 year career with BF Goodrich Aerospace, Simmonds Precision Engine Systems of Norwich, New York. He completed US Navy Electronics and Communications Schools and received an MBA from Syracuse University. | 4,340 | * |
Name |
Age
|
Position | |
Carl F. Fahrenkrug, Sr |
70
|
President and Chief Executive Officer | |
Richard L. Jones |
64
|
Vice President, Chief Financial | |
Officer and Corporate Secretary | |||
Paul W. Mears |
53
|
Vice President of Engineering | |
Carl F. Fahrenkrug, Jr |
44
|
Vice President of Manufacturing and Systems |
ITEM 12. SECURITIES OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
Information required by this Item is contained in
the Company's proxy statement filed with respect to the
2013 Annual Meeting of Shareholders and is incorporated by
reference herein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.
None
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information required by this Item is contained in
the Company's proxy statement filed with respect to the
2013 Annual Meeting of Shareholders and is incorporated by
reference herein.
|S| Robert R. Andrews | |S| Carl F. Fahrenkrug |
----------------------------- | ---------------------------- |
Robert R. Andrews | Carl F. Fahrenkrug |
(Director) | (Director) |
|S| Frank Markovich |
|S| Richard L. Jones |
-------------------------- | -------------------------- |
Frank Markovich |
Richard L. Jones |
(Director) | (Director) |
|S| Sidney Chong | |
---------------------- | |
Sidney Chong | |
(Director) |
CONSOLIDATED FINANCIAL STATEMENTS: | Page |
Report of Independent Registered Public Accounting Firm .................................. | 29 |
Consolidated Balance Sheets as of September 30, 2012 and 2011 ........................ | 30 |
Consolidated Statements of Operations for the Years | |
Ended September 30, 2012 and 2011 ................................................................ | 31 |
Consolidated Statements of Stockholders' Equity for the Years | |
Ended September 30, 2012 and 2011 ................................................................ | 32 |
Consolidated Statements of Cash Flows for the Years | |
Ended September 30, 2012 and 2011 ................................................................ | 33 |
Notes to Consolidated Financial Statements .......................................................... | 34-41 |
Microwave Filter Company and
Subsidiaries
|
Consolidated Balance Sheets
|
September 30,
|
Assets |
|
2012
|
|
|
2011
|
|||
--------- | ||||||||
Current assets: | ||||||||
Cash and cash equivalents |
$
|
|
1,023,017
|
$
|
|
1,258,885
|
||
Accounts receivable-trade, net of allowance for | ||||||||
doubtful accounts of $26,000 and $26,000 |
263,385
|
352,054
|
||||||
Federal and state income tax recoverable |
0
|
24,828
|
||||||
Inventories, net of
obsolete inventory reserve |
|
|
||||||
of $408,340 and $392,703 |
529,075 |
567,261 |
||||||
Prepaid expenses and other current assets |
111,342
|
94,114
|
||||||
Total current assets |
1,926,819
|
2,297,142
|
||||||
Property, plant and equipment, net |
672,525
|
617,818
|
||||||
Total Assets |
$
|
2,599,344
|
$
|
2,914,960
|
||||
Liabilities and Stockholders' Equity | ||||||||
---------------------------------------------- | ||||||||
Current liabilities: | ||||||||
Accounts payable |
$
|
92,325
|
$
|
195,535
|
||||
Customer deposits |
30,563
|
51,886
|
||||||
Accrued payroll and related expenses |
51,289
|
57,514
|
||||||
Accrued compensated absences |
172,198
|
250,443
|
||||||
Other current liabilities |
31,308
|
83,654
|
||||||
Total current liabilities |
377,683
|
639,032
|
||||||
Total liabilities |
377,683
|
639,032
|
||||||
Stockholders' equity: | ||||||||
Common stock, $.10 par value. Authorized 5,000,000 shares | ||||||||
Issued 4,324,140 in 2012 and 2011, Outstanding | ||||||||
2,585,321 in 2012 and 2,586,227 in 2011 |
432,414
|
432,414
|
||||||
Additional paid-in capital |
3,248,706
|
3,248,706
|
||||||
Retained earnings |
232,013
|
285,485
|
||||||
Common stock in treasury, at cost, 1,738,819 | ||||||||
shares in 2012 and 1,737,913 shares in 2011 |
(
|
1,691,472
|
) |
(
|
1,690,677
|
) | ||
Total stockholders' equity |
2,221,661
|
2,275,928
|
||||||
Total Liabilities and Stockholders' Equity |
$
|
|
2,599,344
|
$
|
|
2,914,960
|
Microwave Filter Company and
Subsidiaries
|
Consolidated
Statements of Operations
|
For the Years Ended September 30
|
2012
|
2011
|
||||||
Net sales |
$
|
4,458,819
|
$
|
5,043,934
|
|||
Cost of goods sold |
2,801,385
|
3,186,508
|
|||||
Gross profit |
1,657,434
|
1,857,426
|
|||||
Selling, general | |||||||
and administrative expenses |
1,648,388
|
1,650,357
|
|||||
Income from operations |
9,046
|
207,069
|
|||||
Non-operating Income | |||||||
Interest income |
4,282
|
6,664
|
|||||
Miscellaneous |
23,891
|
1,810
|
|||||
Income before income taxes |
37,219
|
215,543
|
|||||
Benefit for income taxes | |
(
|
38,582
|
)
|
( |
27,372
|
) |
NET INCOME |
$
|
75,801
|
$
|
242,915
|
|||
Per share data: | |||||||
Basic and Diluted Earnings | |||||||
Per Common Share |
$
|
0.03
|
$
|
0.09
|
|||
Shares used in computing net | |||||||
earnings per common share: | |||||||
Basic and diluted |
2,585,845
|
2,587,807
|
Microwave Filter Company and
Subsidiaries
|
Consolidated
Statements of Stockholders' Equity
|
For the Years Ended September
30, 2012 and 2011
|
-----------------------------------------------------------------
|
|
Additional
|
Total
|
Common Stock
|
Paid-in
|
Retained
|
Treasury Stock
|
Stockholders'
|
Shares
|
Amt
|
Capital
|
Earnings
|
Shares
|
Amt
|
Equity
|
||||||||||||||||||
Balance | ||||||||||||||||||||||||
September 30, 2010 |
4,324,140
|
$
|
432,414
|
$
|
3,248,706
|
$
|
|
430,504
|
1,732,654
|
$
|
(
|
1,686,056
|
)
|
$
|
2,425,568
|
|||||||||
Net income |
242,915
|
242,915
|
||||||||||||||||||||||
Purchase of treasury stock |
5,259
|
(
|
4,621
|
)
|
(
|
4,621
|
)
|
|||||||||||||||||
Cash dividend paid | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($.15) per share | ( |
387,934 | ) | ( | 387,934 | ) | ||||||||||||||||||
Balance | ||||||||||||||||||||||||
September 30, 2011 |
4,324,140
|
432,414
|
3,248,706
|
285,485
|
1,737,913
|
(
|
1,690,677
|
)
|
2,275,928
|
|||||||||||||||
Net income |
75,801
|
75,801
|
||||||||||||||||||||||
Purchase of treasury stock |
906
|
(
|
795
|
)
|
(
|
795
|
)
|
|||||||||||||||||
Cash dividend paid | ||||||||||||||||||||||||
($.05) per share |
(
|
129,273
|
)
|
(
|
129,273
|
)
|
||||||||||||||||||
Balance | ||||||||||||||||||||||||
September 30, 2012 |
4,324,140
|
$
|
432,414
|
$
|
3,248,706
|
$
|
|
232,013
|
1,738,819
|
|
$
|
(
|
1,691,472
|
)
|
$
|
2,221,661
|
||||||||
Microwave Filter Company and
Subsidiaries
|
Consolidated
Statements of Cash Flows
|
Increase
(Decrease) in Cash and Cash Equivalents
|
-------------------------------------------------------------------
|
For
the Years Ended September 30
|
2012
|
2011
|
|||||||
Cash flows from operating activities: | ||||||||
Net income |
$
|
75,801
|
$
|
242,915
|
||||
Adjustments to reconcile net income to | ||||||||
net cash provided by (used in) operating | ||||||||
activities: | ||||||||
Depreciation |
157,691
|
107,902
|
||||||
Gain on sale of fixed assets |
( |
20,000 |
) |
0 |
||||
Provision for doubtful accounts |
0 |
8,390 |
||||||
Inventory obsolescence provision |
15,637
|
|
|
( |
10,892 | ) |
||
Changes in assets and liabilities: | ||||||||
Accounts receivable-trade |
88,669
|
|
|
|
63,222
|
|
||
Federal and state income tax recoverable |
|
24,828
|
( | 27,372 | ) |
|||
Inventories |
|
22,549
|
( |
20,365
|
) |
|||
Prepaid and other current assets |
(
|
17,228
|
) | ( |
1,697
|
) |
||
Accounts payable and customer deposits | ( |
124,533
|
) |
46,127
|
||||
Accrued payroll, compensated absences and | ||||||||
related expenses | ( |
84,470
|
) |
|
9,970
|
|||
Other current liabilities | ( |
52,346
|
) |
47,823
|
||||
Net cash provided by | ||||||||
operating activities |
86,598
|
466,023
|
||||||
Cash flows from investing activities: | ||||||||
Capital expenditures |
( |
212,398 |
) |
( |
281,302 |
) |
||
Proceeds from sale of fixed assets |
|
20,000
|
|
0 |
||||
Net cash used in | ||||||||
investing activities |
(
|
192,398
|
) |
(
|
281,302
|
) | ||
Cash flows from financing activities: | ||||||||
Purchase of treasury stock |
(
|
795 |
) |
(
|
4,621
|
) | ||
Cash dividend paid |
(
|
129,273
|
) | ( |
387,934
|
) |
||
Net cash used in | ||||||||
financing activities |
(
|
130,068
|
) |
(
|
392,555
|
) | ||
Net decrease in cash and | ||||||||
cash equivalents |
(
|
235,868
|
) |
(
|
207,834
|
) | ||
Cash and cash equivalents at | ||||||||
beginning of year |
1,258,885
|
1,466,719
|
||||||
Cash and cash equivalents at end of year |
$
|
1,023,017
|
$
|
1,258,885
|
||||
Supplemental disclosures of cash flows: | ||||||||
Cash paid during the year for : | ||||||||
Interest |
$
|
0
|
$
|
0
|
||||
Income taxes |
$
|
0
|
$
|
13,030 |
Microwave Filter Company and
Subsidiaries
|
Notes
to Consolidated Financial Statements
|
-----------------------------------------------------------
|
September 30
|
2012
|
2011
|
||||
Raw materials and stock parts |
$
|
455,000
|
$
|
499,622
|
|
Work-in-process |
13,554
|
14,056
|
|||
Finished goods |
60,521
|
53,583
|
|||
$
|
529,075
|
$
|
567,261
|
September 30,
|
2012
|
2011
|
||||
Land |
$
|
143,000
|
$
|
143,000
|
|
Building and improvements |
1,865,502
|
1,865,502
|
|||
Machinery and equipment |
3,407,157
|
3,295,490
|
|||
Office equipment and fixtures |
1,830,781
|
1,805,196
|
|||
7,246,440
|
7,109,188
|
||||
Less: Accumulated depreciation |
6,573,915
|
6,491,370
|
|||
Property, plant and equipment, net |
$
|
672,525
|
$
|
617,818
|
|
Depreciation expense |
$
|
157,691
|
$
|
107,902
|
Year Ended
|
Lease
|
||
September 30,
|
Payments
|
||
----------------
|
------------
|
||
2013
|
$
|
9,290
|
|
2014
|
1,490
|
||
|
|
||
$
|
10,780
|
||
Year Ended September 30,
|
||||||||||
2012
|
2011
|
|||||||||
Currently payable: | ||||||||||
Federal |
|
$
|
0
|
|
$
|
13,030
|
||||
State |
|
(
|
38,582
|
)
|
|
( |
40,402
|
) | ||
Deferred (credit) |
0
|
|
|
0
|
|
|||||
|
||||||||||
$
|
(
|
38,582
|
)
|
|
$
|
( |
27,372
|
) | ||
|
Year ended September 30, | ||||||||||||||
2012
|
2011
|
|||||||||||||
Amount | % | Amount | % | |||||||||||
Statutory tax rate | $ | 12,654 | 34.0 | % |
$
|
73,285 | 34.0 | % | ||||||
State income tax net of: | ||||||||||||||
Federal benefit | ( | 25,464 | ) | ( | 68.4 | %) | ( |
26,665 |
) | ( | 12.4 | %) | ||
Research and experimentation | ||||||||||||||
tax credits | ( | 26,784 | ) | ( | 72.0 | %) | ( | 27,865 | ) | ( | 12.9 | %) | ||
Federal graduated |
||||||||||||||
rate
differential |
0 |
0.0 |
% |
( |
10,152 |
) |
( |
4.7 |
%) |
|||||
Valuation allowance change | 685 | 1.8 | % | ( | 114,754 | ) | ( | 53.2 |
%) | |||||
NOL true up | 0 |
0.0 | % | 78,577 |
36.5 | % | ||||||||
Permanent differences |
327
|
0.9
|
% |
202
|
0.0
|
% | ||||||||
$ | ( |
38,582
|
) | ( |
103.7
|
%) |
$
|
( |
27,372
|
) | ( |
12.7
|
%) | |
2012
|
2011
|
|||||||
Inventory |
$
|
144,338
|
$
|
139,354
|
||||
Accrued warranty |
4,250
|
4,250
|
||||||
Accrued vacation |
71,683
|
98,286
|
||||||
Accounts receivable |
8,895
|
8,895
|
||||||
Valuation allowance |
(
|
229,166
|
) |
(
|
250,785
|
) | ||
Net deferred tax assets | ||||||||
(liabilities) - current |
$
|
0
|
$ |
0
|
||||
Accelerated depreciation |
$
|
(
|
55,691
|
) |
$
|
( |
32,634
|
) |
Research and experimentation | ||||||||
tax credit carry forward |
224,187
|
197,403
|
||||||
AMT credit carry forward |
39,399
|
39,399
|
||||||
NOL carry forward |
18,577
|
0
|
||||||
Valuation allowance |
(
|
226,472
|
) |
(
|
204,168
|
) | ||
Net deferred tax assets | ||||||||
(liabilities) – noncurrent |
$
|
0
|
$
|
0
|
||||
Net deferred tax assets |
$
|
0
|
$
|
0
|
EXHIBIT INDEX
|
|||
Page
|
|||
Exhibit No. | Description |
Number
|
|
3.1 | "MFC Certificate of Corporation, as amended." |
*
|
|
3.2 | MFC Amended and Restated Bylaws. |
*
|
|
10.1 | "Bond Purchase Agreement dated as of February 22,1984" |
*
|
|
"among MFC, Onondaga County Industrial Development Agency" | |||
"(""OCIDA"") and Key Bank of Central New York (""Bondholder"")." | |||
10.2 | "Lease Agreement dated as of February 22, 1984 between MFC and OCIDA." |
*
|
|
10.3 | "Mortgage and Security Agreement dated as of February 22, 1984 from" |
*
|
|
MFC and OCIDA to the Bondholder. | |||
10.4 | "Guaranty Agreement dated as of February 22, 1984 from MFC to OCIDA" |
*
|
|
and the Bondholder. | |||
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 |