United States Securities and Exchange Commission
Washington D.C. 20549
Form 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE EXCHANGE ACT OF 1934
Commission file number0-12866
PHAZAR CORP
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | | 75-1907070 (I.R.S. Employer Identification No.) |
101 S.E. 25th Avenue, Mineral Wells, Texas 76067 (940) 325-3301
(Address of principal executive offices) (Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
None
Title of each class
Common Stock, $0.01 par value
Check whether the issuer has (i) filed all reports required by Section 13 or 15(d) of the Exchange ACT during the past 12 months, and (ii) been subject to such filing requirements for the past ninety (90) days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)
Yes No (X)
Check if there is no disclosure of delinquent filers in response to Item 405 of regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. [ X ]
The Company’s net sales for Fiscal Year ended June 30, 2011, was $8,399,586.
As of September 14, 2011, 2,386,528 shares of Common Stock were outstanding and the aggregate market value of the Common Stock (based on the latest price of known transactions on the NASDAQ Capital Market) held by non-affiliates (1,898,252 shares) was $4,365,980.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the Registrant’s definitive 2011 Proxy Statement.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
PHAZAR CORP AND SUBSIDIARIES
INDEX TO FORM 10-K
2
PART I
Item 1. Description of Business.
General
PHAZAR CORP was incorporated in 1991 and operates as a holding company with Antenna Products Corporation, Phazar Antenna Corp. and Thirco, Inc. as its wholly owned subsidiaries. Antenna Products Corporation and Phazar Antenna Corp. are operating subsidiaries with Thirco, Inc. serving as an equipment leasing company to PHAZAR CORP’s operating units. Phazar Antenna Corp. is a separate legal entity that currently operates as a small division of Antenna Products Corporation. PHAZAR CORP has no other business activity. The address for PHAZAR CORP and subsidiaries is 101 S.E. 25th Avenue, Mineral Wells, Texas 76067. The telephone number is (940) 325-3301.
Product information is available on the Internet at: www.antennaproducts.com and www.phazar.com. The holding company’s web site is www.phazarcorp.com.
Antenna Products Corporation
Antenna Products Corporation was incorporated in Texas in 1984 to continue a business started in 1947 and operated as a closely held “C” corporation until January 24, 1992. Thereafter, Antenna Products Corporation has operated, as a wholly owned subsidiary of PHAZAR CORP.
Antenna Products Corporation designs, manufactures and markets standard and custom antennas, guyed and self-supported towers, support structures, masts and communication accessories worldwide. Customers include the United States Government, both military and civilian agencies, United States Government prime contractors and commercial clients. Examples of Antenna Products Corporation’s United States Government products include ground to air collinear antennas, instrument landing antennas and towers, fixed system multi-port antenna arrays, tactical quick erect antennas and masts, shipboard antenna tilting devices, surveillance antennas, antenna rotators, positioners and controls, and high power broadcast baluns. Examples of the Company’s commercial products include panel, sector, omnidirectional and distributed antenna system (DAS) antennas for the cellular and wireless markets, paging and yagi antennas, guyed towers and self-supported towers.
The majority of Antenna Products Corporation’s revenues come from fixed-price contracts, secured through a bidding process, for particular, custom ordered antenna production systems that Antenna Products Corporation builds according to the specifications of the customer. Except for inventory of standard products including small antennas, accessories and some towers in the amount of $1,322,777 at June 30, 2011, Antenna Products Corporation does not build and inventory equipment for future off the shelf sales. The sales volume for a particular antenna or antenna system is, therefore, a function of the fixed price contracts for build to order antennas or systems awarded to Antenna Products Corporation. However, a general product sales breakdown for the fiscal year ended June 30, 2011, the one month period ended June 30, 2010 and the fiscal year ended May 31, 2010, as a percentage of total sales are, as follows:
| | | Fiscal Year Ended | One Month Period Ended | Fiscal Year Ended |
| Product Type | | June 30, 2011 | June 30, 2010 | May 31, 2010 |
| | | | | |
| Instrument Landing System | | 31% | 23% | 22% |
| | | | | |
| Spares, Accessories and Others | | 23% | 15% | 27% |
| | | | | |
| Commercial Wireless | | 17% | 4% | 20% |
| | | | | |
| Towers and Masts | | 11% | 0% | 8% |
| | | | | |
| Shipboard Equipment | | 8% | 41% | 2% |
| | | | | |
| Collinear Antennas | | 7% | 4% | 10% |
| | | | | |
| Antennas | | 3% | 13% | 11% |
| | | 100% | 100% | 100% |
3
Antenna Products Corporation’s customer base is primarily government and government prime contractor focused, but this is changing as Antenna Products Corporation continues to develop and market new commercial products. Antenna Products Corporation’s market is international in scope. Antenna Products Corporation currently focuses on developing domestic and international markets. The specialized need of Antenna Products Corporation’s customers and the technology required to meet those needs change constantly. Accordingly, Antenna Products Corporation stresses its engineering, installation, service and other support capabilities. Antenna Products Corporation uses its own sales and engineering staff to service its principal markets. Some of Antenna Products Corporation’s contracts are large relative to total annual sales volume and, therefore, the composition of the customer base is different year to year. The United States Government was the single largest customer and accounted for 36% and 28% of the direct sales volume for the fiscal year ended June 30, 2011 and May 31, 2010, respectively. There are no other customers that represented 10% or more of the sales volume in either fiscal year 2011 or 2010. Orders for equipment in some of these product categories are in backlog and, therefore, the United States Government is expected to be a major client again in 2012.
Antenna Products Corporation is one of many suppliers of antennas and related manufacturing services to the government and government prime contractors. Antenna Products Corporation competes on the basis of cost and product performance in a market with no dominant supplier. Due to fixed-price contracts and pre-defined contract specifications prevalent within this market, Antenna Products Corporation competes primarily on the basis of its ability to provide state-of-the-art solutions in the technologically demanding marketplace while maintaining its competitive pricing.
Antenna Products Corporation, including its predecessors, has been building antennas and related structures and systems for over 40 years. We believe that Antenna Products Corporation enjoys a reputation for building quality products at a competitive price, because we continue to be asked to bid for new work. Because of our size and lack of significant liquid assets we are at a competitive disadvantage to larger companies that have greater resources to be able to bid a job at lower margins. In terms of gross assets, sales and number of employees, Antenna Products Corporation is a relatively small company compared to the companies with which we compete.
On the other hand, our customers know us, know our personnel and can rely on us to build the antennas or towers or masts, etc. according to their specifications. We, therefore, compete on the basis of our reputation and history of building quality products at reasonable prices.
While Antenna Products Corporation complies with all environmental laws, the costs and effects of compliance are not material to its operations.
Antenna Products Corporation plans to reinvest 5-10% of fiscal year 2012 revenues in research and development projects, the costs of which will be charged to selling, general and administration expense as incurred. The mix of expenditures between the product development areas in any given year is a function of the demand for new independently developed innovative systems and the level of requirements solicited.
Phazar Antenna Corp.
Phazar Antenna Corp. supplies a broad range of multiple band antennas for the telecommunication market for DAS (Distributed Antenna Systems). The DAS antennas for Cellular/SMR, AWS and PCS frequencies are installed on utility poles, street lights, rooftops and lamp posts in urban and remote areas to increase wireless carrier services. These product lines complement Antenna Products Corporation's existing product lines of cellular, PCS, paging, ISM and AMR (automatic meter reading), omni-directional and sector wireless antennas. Phazar Antenna Corp. sales for the twelve months ended June 30, 2011 amounted to 20% of total sales. We expect that for fiscal year ended June 30, 2012, this percentage will continue to increase as new products are added to the commercial wireless product lines. The Phazar Antenna Corp. commercial wireless product lines are manufactured at Antenna Products Corporation’s plant in Mineral Wells, Texas.
Thirco, Inc.
Thirco, Inc. was formed on November 1, 1993 as a Delaware company to purchase and lease equipment and facilities to the other operating units of PHAZAR CORP. The primary lease arrangements are with Antenna Products Corporation. Thirco, Inc. will occasionally assist in servicing the banking needs of PHAZAR CORP’s operating units. Since all activity is internal to PHAZAR CORP and its operating subsidiaries, financial data is consolidated with PHAZAR CORP. Thirco, Inc. does not employ any full time employees and does not intend to employ any in the foreseeable future. Thirco, Inc. does not intend to engage in any outside business transactions.
4
Backlog
The backlog of orders at Antenna Products Corporation and Phazar Antenna Corp. was $2,277,566 at year-end. This compares to $2,907,590 in backlog at the end of fiscal year 2010.
Raw Material Source and Supply
PHAZAR CORP’s operating subsidiaries’ principal raw materials are steel, aluminum, other metal alloys, plastic and composite tubing, hardware, electrical wire, wire rope, electronic components and electro-mechanical components. The materials are commonly available from numerous sources, including local distributors in quantities sufficient to meet the needs of the subsidiaries. The availability and supply of raw materials is not considered to be a problem for PHAZAR CORP.
Employees
As of September 14, 2011, Antenna Products Corporation and Phazar Antenna Corp. combined, employed a total of sixty-four full time employees. Of the sixty-four, fourteen are employed in administration and sales, five in engineering and technical support and forty-five in manufacturing. None of Antenna Products Corporation and Phazar Antenna Corp.'s employees are subject to collective bargaining agreements.
Thirco, Inc. does not employ any full time employees and does not intend to employ any in the foreseeable future.
Foreign Sales
See Note 2 of Notes to Consolidated Financial Statements.
Item 2. Description of Property.
Antenna Products Corporation owns a ten-acre industrial site located along US Highway 180 in Mineral Wells, Texas. The facility consists of a main building containing 66,000 square feet of manufacturing area and 10,000 square feet of administrative and engineering offices, a second building containing 20,000 square feet of manufacturing and shipping area, and a third building containing 15,000 square feet utilized for receiving and material control. Three additional auxiliary buildings, which total in excess of 13,350 square feet, are utilized for chemical etching, painting and storage. The facilities are in good condition and with the current complement of machinery and equipment are suitable and more than adequate to meet production requirements. Depending on the mix of product types in process in any given time period, the Company could potentially more than double output with current and planned property, plant and equipment.
Phazar Antenna Corp. has no facilities. Phazar Antenna Corp. uses the facilities of Antenna Products Corporation in Mineral Wells, Texas.
Thirco, Inc. owns a fifty-acre test site in Mineral Wells, Texas. The site includes three buildings with 28,000 square feet of space. The space is currently being leased to Antenna Products Corporation for test activity with some storage of inventory. The two larger buildings, if needed, are suitable with rearrangement and some conversion expense, for additional manufacturing utilization.
Item 3. Legal Proceedings.
See Note 7 of the Notes to Consolidated Financial Statements.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
The information in this item should be read in conjunction with the Management Discussion and Analysis of Financial Condition and Results of Operations in Item 7, and the consolidated financial statements and the related notes thereto in Item 8.
5
Market Information For The Common Stock
PHAZAR CORP’s common stock is traded on the NASDAQ Capital Market and is quoted under the symbol “ANTP”.
The table below presents the high and low prices for the last two fiscal years and reflects inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
| | BID |
| Quarter Ended | High | Low |
| | | |
| August 2009 | 4.45 | 2.51 |
| November 2009 | 4.48 | 2.88 |
| February 2010 | 3.95 | 3.10 |
| May 2010 | 4.40 | 2.88 |
| | | |
| One Month Ended | | |
| June 2010 | 3.32 | 2.70 |
| | | |
| Quarter Ended | | |
| September 2010 | 3.18 | 1.52 |
| December 2010 | 6.32 | 2.60 |
| March 2011 | 5.46 | 2.71 |
| June 2011 | 3.74 | 2.67 |
Holders
At September 14, 2011, there were approximately 1,542 holders of record of common stock.
Dividends
PHAZAR CORP has never paid a regular cash dividend on common stock and has no plans to institute payment of regular dividends.
Recent Sales of Unregistered Securities
As partial consideration for attending the PHAZAR CORP Board of Directors’ meetings, Gary W. Havener, James Kenney and R. Allen Wahl each received 1,400 shares of PHAZAR CORP common stock and Garland P. Asher received 1,200 shares and Tom Reynolds received 600 shares of PHAZAR CORP common stock. Also, as partial consideration for attending the PHAZAR CORP Audit Committee meetings, R. Allen Wahl and Gary W. Havener each received an additional 200 shares of PHAZAR CORP common stock and James Kenney, Dennis Maunder and Tom Reynolds each received an additional 100 shares of PHAZAR CORP common stock.
These shares are issued pursuant and count against PHAZAR CORP’s 2009 Equity Compensation Plan. The resale of these shares may be authorized by PHAZAR CORP’s Form S-8 registration statement filed April 27, 2009.
Item 7. Management’s Discussion and Analysis or Plan of Operations
Results of Operations
Year ended June 30, 2011 (“2011”) compared with year ended May 31, 2010 (“2010”)
PHAZAR CORP recorded a net loss of $326,771 in 2011, compared to a net loss of $937,994 in 2010 attributed to a slight improvement in gross profit margin along with a decrease in selling, general and administration expense offset by higher level of income tax expense and a charge for loss from discontinued operations.
6
PHAZAR CORP’s consolidated sales from operations were $8,399,586 in 2011, compared to consolidated sales from operations of $6,997,833 in 2010, an increase of $1,401,753, or 20%. The increase in sales reflects growth in the instrument landing system (ILS) and tower product lines year over year.
Orders decreased by $486,790 from $8,846,659 in 2010 compared to $8,359,869 in 2011. Backlog was down $630,024 from $2,907,590 at the end of 2010 compared to $2,277,566 as of June 30, 2011 primarily due to the completion of an order placed by the Federal Aviation Administration for ILS equipment.
Cost of sales and contracts and gross profit for fiscal year 2011, were $4,713,705 and $3,685,881, respectively. For the same period in 2010, costs of sales and contracts and gross profit were $4,019,752 and $2,978,081, respectively. The gross profit margin for fiscal year 2011 was 44% compared to 43% in fiscal year 2010.
Sales and administration expenses were $2,586,064 in 2011, compared to $3,272,281 in 2010. The $686,217 decrease in sales and administration expense is attributed to $325,610 of non-recurring stock based compensation in fiscal year 2010 along with a continued increase in plant utilization overhead.
Research and development costs were $160,611 in 2011 compared to $209,154 in 2010, less than a one percent move on sales year over year.
The income from operations before income taxes was $1,017,521 in 2011 compared to a loss of $464,160 in 2010. The loss from discontinued operations, net of tax was $994,082 in 2011 up $362,707 from $631,375 in 2010. The Company recorded a net loss, of $326,771 in 2011 compared to $937,994 in 2010.
One month ended June 30, 2010
PHAZAR CORP recorded net income of $36,432 for the one month period ended June 30, 2010, after a $99,110 charge for loss from discontinued operations . The Company recorded consolidated sales from operations of $1,002,331 with a gross profit margin of 56% for the month of June 30, 2010. Selling, general and administration expenses were $318,886 for the one month period along with research and development costs of $7,813 .
Product Warranties
See Note 7 of the Notes to Consolidated Financial Statements.
Liquidity and Capital Resources
Sources of Liquidity
Based on current trends, funds from operations, recovery of a federal income tax net operating loss carryback and current cash balances PHAZAR CORP believes there are sufficient resources to run the Company’s operations for at least the next twelve months.
Capital Requirements
Management of the operating subsidiaries evaluates the facilities and reviews equipment requirements for existing and projected contracts on a regular basis. An annual capital plan is generated by management, as needed and submitted to the Board of Directors for review and approval. In fiscal year 2011 there were $16,000 in capital expenditures for new and replacement equipment.
At June 30, 2011, PHAZAR CORP had cash and cash equivalents of $1,169,318. Deferred revenue at June 30, 2011, was $2,355.
Cash Flows
Operating Activities
The $270,170 of cash flow provided by operations consists of a $994,082 loss from discontinued operations offset by a $580,494 decrease in accounts payable. The $994,082 loss from discontinued operations represents all revenues, costs of goods sold, selling general and administration costs, research and development costs and cost of inventory written off for the fiscal year ended June 30, 2011. The $580,494 decrease in accounts payable is attributed to the timing of goods received for inventory at fiscal year 2010 year end and paid in early fiscal year 2011.
7
Investing Activities
Cash of $504,691 was used in investing activities during the fiscal year ending June 30, 2011, which consists of the $488,691 funding of notes receivable (see Note 5 of the Notes to the Consolidated Financial Statements) and $16,000 was used to purchase property and equipment.
On December 8, 2009, the Company entered into a $500,000 Principal 8% Per Year Senior Secured Convertible Note with Tracciare, Inc. due in full on May 31, 2011. In addition, the Company received a warrant to purchase up to eighty percent of Tracciare’s equity for a total price of $500,000. In March, 2011, the note was amended to extend the maturity date to June 30, 2013. At June 30, 2011 Tracciare, Inc. had drawn all of the $500,000 note, along with additional fundings in the amount of $463,684 all under separate notes with the same terms and agreements as the original note.
Traccaire, Inc. is a development-stage company in the pilot-project phase. It focuses on automated meter intelligence for municipal utility customers.
Financing Activities
There were no financing activities requiring cash during the fiscal year ending June 30, 2011 and 2010. However there were non cash federal income tax benefits related to the stock based compensation expensed during the years ended June 30, 2011 and 2010 in the amounts of $35,104 and $145,810, respectively. At June 30, 2011 and 2010, PHAZAR CORP had no long-term debt outstanding.
8
Item 8. Financial Statements.
PHAZAR CORP consolidated financial statements for the fiscal year ended June 30, 2011, the one month period ended June 30, 2010 and fiscal year ended May 31, 2010.
PHAZAR CORP
Index to Financial Statements
9
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To The Board of Directors and Stockholders
PHAZAR CORP and Subsidiaries
We have audited the accompanying consolidated balance sheets of PHAZAR CORP and Subsidiaries as of June 30, 2011, June 30, 2010 and May 31, 2010, and the related consolidated statements of operations, shareholders’ equity and cash flows for the year ended June 30, 2011, one month period ended June 30, 2010 and the year ended May 31, 2010. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of PHAZAR CORP and subsidiaries as of June 30, 2011, June 30, 2010 and May 31, 2010, and the results of their operations and their cash flows for the year ended June 30, 2011, one month period ended June 30, 2010 and the year ended May 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
September 22, 2011
10
PHAZAR CORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS |
| | | | | | | | | |
| | | June 30, 2011 | | | June 30, 2010 | | | May 31, 2010 |
| CURRENT ASSETS | | | | | | | | |
| Cash and cash equivalents | $ | 1,169,318 | | $ | 1,403,839 | | $ | 2,030,774 |
| Accounts receivable: | | 785,664 | | | 1,207,057 | | | 748,671 |
| Trade, net of allowance for doubtful accounts of $0 | | | | | | | | |
| as of June 30, 2011, June 30, 2010 and May 31, 2010 | | | | | | | | |
| Inventories | | 2,732,232 | | | 2,642,607 | | | 3,012,904 |
| Prepaid expenses and other assets | | 125,989 | | | 75,544 | | | 95,586 |
| Income taxes receivable | | 236,366 | | | 286,769 | | | 316,374 |
| Deferred income taxes | | 224,875 | | | 96,169 | | | 105,314 |
| Assets held for discontinued operations | | - | | | 789,112 | | | 468,170 |
| Total current assets | | 5,274,444 | | | 6,501,097 | | | 6,777,793 |
| | | | | | | | | |
| Property and equipment, net | | 1,043,435 | | | 1,159,195 | | | 1,170,090 |
| | | | | | | | | |
| Notes receivable | | 963,684 | | | 474,993 | | | 432,146 |
| Long - term deferred income tax | | 252,617 | | | 226,314 | | | 232,188 |
| TOTAL ASSETS | $ | 7,534,180 | | $ | 8,361,599 | | $ | 8,612,217 |
| | | | | | | | | |
| | | | | | | | | |
| CURRENT LIABILITIES | | | | | | | | |
| Accounts payable | $ | 216,575 | | $ | 797,069 | | $ | 477,111 |
| Accrued liabilities | | 284,969 | | | 372,476 | | | 538,952 |
| Deferred revenues | | 2,355 | | | 28,703 | | | 207,514 |
| Liabilities held for discontinued operations | | 178,060 | | | 87,607 | | | 360 ,120 |
| Total current liabilities | $ | 681,959 | | $ | 1,285,855 | | $ | 1,583,697 |
| | | | | | | | | |
| | | | | | | | | |
| TOTAL LIABILITIES | $ | 681,959 | | $ | 1,285,855 | | $ | 1,583,697 |
| | | | | | | | | |
| COMMITMENTS AND CONTINGENCIES | | - | | | - | | | - |
| | | | | | | | | |
| SHAREHOLDERS’ EQUITY | | | | | | | | |
| | | | | | | | |
| Preferred Stock, $1 par, 2,000,000 shares authorized, none issued or outstanding, attributes to be determined when issued | | - | | | - | | | - |
| | | | | | | | |
| Common stock, $0.01 par, 6,000,000 shares authorized and 2,385,128, 2,378,728 and 2,378,428 issued and outstanding on June 30, 2011, June 30, 2010 and May 31, 2010, respectively | | 23,852 | | | 23,788 | | | 23,785 |
| | | | | | | | | |
| Additional paid in capital | | 4,517,234 | | | 4,414,050 | | | 4,403,261 |
| Treasury stock, at cost, 74,691 shares on June 30, 2011, June 30, 2010 and May 31, 2010 | | (215,918) | | | (215,918) | | | (215,918) |
| Retained earnings | | 2,527,053 | | | 2,853,824 | | | 2,817,392 |
| Total shareholders’ equity | | 6,852,221 | | | 7,075,744 | | | 7,028,520 |
| | | | | | | | | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 7,534,180 | | $ | 8,361,599 | | $ | 8,612,217 |
See accompanying Notes to the Consolidated Financial Statements
11
| PHAZAR CORP AND SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF OPERATIONS |
| | | | | | | |
| | | | | | | | | |
| | | Twelve Months Ended | | | One Month Ended | | | Twelve Months Ended |
| | | June 30, 2011 | | | June 30, 2010 | | | May 31, 2010 |
| Sales and contract revenues | $ | 8,399,586 | | $ | 1,002,331 | | $ | 6,997,833 |
| Cost of sales and contracts | | 4,713,705 | | | 442,284 | | | 4,019,752 |
| Gross profit | | 3,685,881 | | | 560,047 | | | 2,978,081 |
| | | | | | | | | |
| Selling, general and administration expenses | | 2,586,064 | | | 318,886 | | | 3,272,281 |
| Research and development costs | | 160,611 | | | 7,813 | | | 209,154 |
| Total selling, general and administration expenses | | 2,746,675 | | | 326,699 | | | 3,481,435 |
| | | | | | | | | |
| Operating income (loss) | | 939,206 | | | 233,348 | | | (503,354) |
| | | | | | | | | |
| Other income (expense) | | | | | | | | |
| Interest income(expense) net | | 56,558 | | | (3,237) | | | 11,195 |
| Other income | | 21,757 | | | 1,110 | | | 27,999 |
| Total other income (expense) | | 78,315 | | | (2,127) | | | 39,194 |
| | | | | | | | | |
| Income (loss) from operations before income taxes | | 1,017,521 | | | 231,221 | | | (464,160) |
| | | | | | | | | |
| Income tax expense (benefit) | | 350,210 | | | 95,679 | | | (157,541) |
| | | | | | | | | |
| Net income (loss) before discontinued operations | | 667,311 | | | 135,542 | | | (306,619) |
| | | | | | | | | |
| Loss from discontinued operations | | (1,506,185) | | | (150,167) | | | (956,629) |
| Income tax benefit from discontinued operations | | 512,103 | | | 51,057 | | | 325,254 |
| Net discontinued operations expense | | (994,082) | | | 99,110) | | | (631,375) |
| | | | | | | | | |
| Net income (loss) | $ | ( 326,771) | | $ | 36,432 | | $ | (937,994) |
| | | | | | | | | |
| Basic income (loss) per common share | | | | | | | | |
| Continuing operations | $ | 0.29 | | $ | 0.06 | | $ | (0.13) |
| Discontinued operations | | (0.45) | | | (0.04) | | | (0.28) |
| Net income (loss) | $ | (0.14) | | $ | 0.02 | | $ | (0.41) |
| | | | | | | | | |
| Diluted income (loss) per common share | | | | | | | | |
| Continuing operations | $ | 0.29 | | $ | 0.06 | | $ | (0.13) |
| Discontinued operations | | (0.45) | | | (0.04) | | | (0.28) |
| Net income (loss) | $ | (0.14) | | $ | 0.02 | | $ | (0.41) |
| | | | | | | | | |
| Basic weighted average of common shares O/S | | 2,275,300 | | | 2,303,807 | | | 2,300,191 |
| Diluted weighted average of common shares O/S | | 2,275,300 | | | 2.303,807 | | | 2,300,191 |
See accompanying Notes to the Consolidated Financial Statements
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PHAZAR CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS |
| | | Fiscal Year Ended | | | One Month Ended | | | Fiscal Year Ended |
| | June 30, 2011 | | June 30, 2010 | | | May 31, 2010 |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | |
| Net income (loss) | $ | (326,771) | | $ | 36,432 | | $ | (937,994) |
| Adjustments to reconcile net income (loss) to net cash | | | | | | | | |
| Provided by (used in) operating activities: | | | | | |
| Depreciation | | 131,760 | | | 10,895 | | | 142,299 |
| Loss from discontinued operations | | 994,082 | | | 99,110 | | | 631,375 |
| Stock based compensation | | 103,248 | | | 10,792 | | | 428,855 |
| Deferred federal income tax | | (155,009) | | | 15,017 | | | (145,654) |
| Changes in operating assets and liabilities: | | | | | | | | |
| Accounts receivable | | 421,393 | | | (458,386) | | | (85,172) |
| Inventories | | (89,625) | | | 370,297 | | | (644,179) |
| Income taxes receivable | | 50,403 | | | 29,605 | | | 26,771 |
| Prepaid expenses and other assets | | (50,445) | | | 20,043 | | | (19,326) |
| Accounts payable | | (580,494) | | | 319,958 | | | 261,271 |
| Accrued liabilities | | (87,507) | | | (166,476) | | | 52,286 |
| Deferred revenues | | (26,348) | | | (178,810) | | | 190,630 |
| Net cash used in discontinued operations | | (114,517) | | | (692,565) | | | (576,334) |
| Net cash provided by (used in) operating activities | | 270,170 | | | (584,088) | | | (675,172) |
| | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | |
| Funding of notes receivable | | (488,691) | | | (42,847) | | | (432,146) |
| Purchase of property and equipment | | (16,000) | | | - | | | (172,248) |
| Purchase of treasury stock | | - | | | - | | | (10,307) |
| Net cash used in investing activities | | (504,691) | | | (42,847) | | | (614,701) |
| | | | | | | | | |
| Net decrease in cash and cash equivalents | | (234,521) | | | (626,935) | | | (1,289,873) |
| CASH AND CASH EQUIVALENTS, beginning of period | | 1,403,839 | | | 2,030,774 | | | 3,320,647 |
| CASH AND CASH EQUIVALENTS, end of period | $ | 1,169,318 | | $ | 1,403,839 | | $ | 2,030,774 |
| | | | | | | | | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | | | | | |
| Cash paid during the period for: | | | | | | | | |
| Interest expense | $ | - | | $ | - | | $ | - |
| Income taxes | $ | 262,500 | | $ | - | | $ | - |
See accompanying Notes to the Consolidated Financial Statements
13
PHAZAR CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
| | Common Stock | | Additional Paid in Capital | | Treasury Stock | | Retained Earnings | | Total |
| | Number of Shares | | Amount | | | | |
Balance May 31, 2009 | 2,371,728 | | $ | 23,718 | | $ | 3,974,474 | | $ | (205,611) | | $ | 3,755,386 | | $ | 7,547,967 |
| | | | | | | | | | | | | | | | | |
| Stock issued to Directors | 6,700 | | | 67 | | | 23,159 | | | - | | | - | | | 23,226 |
| | | | | | | | | | | | | | | | | |
| Stock based compensation | - | | | - | | | 405,628 | | | - | | | - | | | 405,628 |
| | | | | | | | | | | | | | | | | |
| Purchase of treasury stock | - | | | - | | | - | | | (10,307) | | | - | | | (10,307) |
| | | | | | | | | | | | | | | | | |
| Net loss | - | | | - | | | - | | | - | | | (937,994) | | | (937,994) |
Balance, May 31, 2010 | 2,378,428 | | $ | 23,785 | | $ | 4,403,261 | | $ | (215,918) | | $ | 2,817,392 | | $ | 7,028,520 |
| | | | | | | | | | | | | | | | | |
| Stock issued to Directors | 300 | | | 3 | | | 924 | | | - | | | - | | | 927 |
| | | | | | | | | | | | | | | | | |
| Stock based compensation | - | | | - | | | 9,865 | | | - | | | - | | | 9,865 |
| | | | | | | | | | | | | | | | | |
| Net income | - | | | - | | | - | | | - | | | 36,432 | | | 36,432 |
| | | | | | | | | | | | | | | | | |
Balance, June 30, 2010 | 2,378,728 | | $ | 23,788 | | $ | 4,414,050 | | | (215,918) | | $ | 2,853,824 | | $ | 7,075,744 |
| | | | | | | | | | | | | | | | | |
| Stock issued to Directors | 6,400 | | | 64 | | | 22,934 | | | - | | | - | | | 22,998 |
| | | | | | | | | | | | | | | | | |
| Stock based compensation | - | | | - | | | 80,250 | | | - | | | - | | | 80,250 |
| | | | | | | | | | | | | | | | | |
| Net loss | - | | | - | | | - | | | - | | | (326,771) | | | (326,771) |
| | | | | | | | | | | | | | | | | |
Balance, June 30, 2011 | 2,385,128 | | $ | 23,852 | | $ | 4,517,234 | | $ | (215,918) | | $ | 2,527,053 | | $ | 6,852,221 |
See accompanying Notes to the Consolidated Financial Statements
14
PHAZAR CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BUSINESS AND NATURE OF OPERATION
PHAZAR CORP operates as a holding company with Antenna Products Corporation, Phazar Antenna Corp., and Thirco, Inc. as its wholly owned subsidiaries. Antenna Products Corporation is an operating subsidiary that designs, manufactures and markets antenna systems, towers, and communication accessories worldwide. The United States Government, military and civil agencies, and prime contractors represent Antenna Products Corporation’s principal customers. Phazar Antenna Corp. is a separate legal entity that currently operates as a small division of Antenna Products Corporation. Thirco, Inc. serves as an equipment leasing company to Antenna Products Corporation. The Company’s operations are performed in Texas for customers throughout the United States and international markets.
The only major customer with ten percent or more of revenues is the United States Government, who was the single largest customer and accounted for 36%, 22% and 28% of the sales volume for fiscal year ended June 30, 2011, one month period ended June 30, 2010 and fiscal year ended May 31, 2010, respectively.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions are eliminated in consolidation.
Change in Year End
On July 21, 2010, the Company’s Board of Directors approved the change in its fiscal year from May 31 to June 30. As the transition period covers a period of one month, the Company was not required to file a transition report, but instead, was required to include information on the transition period from June 1, 2010 through and including June 30, 2010 in the quarterly report on Form 10-Q for the quarter ended September 30, 2010.
The audited consolidated balance sheet, statement of operations, statement of cash flows and the statement of shareholder’s equity for the one month period, from June 1, 2010 through June 30, 2010, are incorporated in the fiscal year ended June 30, 2011 Form 10-K.
Allowance for Doubtful Accounts
The carrying value of our accounts receivable is continually evaluated based on the likelihood of collection. An allowance is provided, if required, for estimated losses resulting from our customers’ inability to make required payments. The allowance is determined by historical experience of uncollected accounts, the level of past due accounts, information about specific customers with respect to their inability to make payments and future expectations of conditions that might impact the collectability of accounts receivable.
Revenue Recognition
Revenue from short-term contracts calling for delivery of products is recognized as the product is shipped. Revenue and costs under certain long-term fixed price contracts with the United States Government are recognized on the units of delivery method. This method recognizes as revenue the contract price of units of the product delivered during each period and the costs allocable to the delivered units as the cost of earned revenue. Costs allocable to undelivered units are reported in the balance sheet as inventory. Amounts in excess of agreed upon contract price for customer directed changes, constructive changes, customer delays or other causes of additional contract costs are recognized in contract value if it is probable that a claim for such amounts will result in additional revenue and the amounts can be reasonably estimated. Revisions in cost and profit estimates are reflected in the period in which the facts requiring the revision become known and are estimable. Losses on contracts are recorded when identified.
15
PHAZAR CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Foreign Sales
Antenna Products Corporation’s sales in international markets are primarily to foreign governments or prime contractors to foreign governments and, as such, represent a small percentage of the overall Company annual volume. Phazar Antenna Corp. has sales in international markets to commercial customers. The level of profits from the commitment of assets to this portion of the business is no greater or no less than that of other market segments. International sales for fiscal years 2011 and 2010 were 7.8% and 10.6%, respectively, of total sales. There were no foreign countries with sales greater than 5% of total sales for fiscal year ended June 30, 2011 and the one month period ended June 30, 2010. Canada was the only country with sales of 5.0% or more in the fiscal year ended May 31, 2010.
Inventories
Inventories are valued at the lower of cost or market, with cost determined on the first-in, first-out basis. Market is replacement cost or net realizable value. Work in progress and finished goods include material, labor and overhead.
Property and Equipment
Property and equipment are recorded at cost and depreciated by the straight-line method over the expected useful lives of the assets. The estimated useful lives are: building and improvements - 15 to 30 years; machinery and equipment - 10 years; automobiles and equipment - 10 years; and office furniture and fixtures - 10 years. Expenditures for normal maintenance and repairs are charged to expense, and significant improvements are capitalized. The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts and the net amount, less proceeds from disposal, is charged or credited to income.
Impairment of Long-Lived Assets and Identifiable Intangible Assets
Management periodically evaluates the carrying value of long-lived assets, including identifiable intangible assets, to be held and used for potential impairment. The carrying value of long-lived assets to be held and used is considered impaired when the carrying value is not recoverable through undiscounted future cash flows and the fair value of the asset is less than its carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved.
Use of Estimates and Assumptions
Management uses estimates and assumptions in preparing consolidated financial statements in accordance with U.S. generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used.
Income Taxes
The liability method is used to account for income taxes which utilizes the asset and liability method of computing deferred income taxes. The objective of the asset and liability method is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The current and deferred tax provision is allocated among the members of the consolidated group on the separate income tax return basis.
Research and Development Costs
Research and development costs are charged to operations when incurred and are included in operating expenses. The amounts charged for the year ended June 30, 2011, the one month period ended June 30, 2010 and the year ended May 31, 2010, were $160,611, $7,815 and $209,154, respectively.
16
PHAZAR CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash and certificates of deposit with original or remaining maturities at the time of purchase of three months or less.
Warranties
The Company provides for the estimated cost of product warranties. Actual costs as incurred are charged directly to cost of sales and the adequacy of the liability is assessed on a quarterly basis.
Stock-based Employee Compensation
On June 1, 2006, the Company adopted the accounting standard which required companies to recognize in their statement of operations the cost of employee services received in exchange for awards of equity instruments. The costs were based on their fair values at the time of the grant. The company uses the Black-Scholes option pricing model to determine the fair value of stock options granted to employees. Stock based compensation recognized in fiscal year ended 2011, the one month period ended June 30, 2010 and the fiscal year ended 2010 were $103,248, $10,792 and $428,855, respectively.
The income tax benefit related to stock-based compensation expense was $35,104, $3,669 and $145,810 for the year ended June 30, 2011, the one month period ended June 30, 2010 and the year ended May 31, 2010, respectively.
Shares, Per Share Data, Earnings Per Share, and Stock Split, and Common Stock Par Value
Earnings per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Weighted average shares outstanding were 2,275,300, 2,303,807 and 2,300,191 for the year ended June 30, 2011, the one month period ended June 30, 2010 and the year ended May 31, 2010, respectively.
Dilutive effect of stock options outstanding for the fiscal year ended June 30, 2011, one month period ended June 30, 2010 and the fiscal year ended May 31, 2010, are computed as follows:
| | Fiscal Year | One Month | Fiscal Year |
| | Ended | Ended | Ended |
| | June 30, 2011 | June 30, 2010 | May 31, 2010 |
| Numerator: | | | |
| Net income (loss) | $ ( 326,771) | $ 36,432 | $ (937,994) |
Numerator for basic and diluted earnings per share | $ (326,771) | $ 36,432 | $ (937,994) |
| | | | |
| Denominator: | | | |
| Weighted-average shares outstanding-basic | 2,275,300 | 2,303,807 | 2,300,191 |
| Effect of dilutive securities: | | | |
| Stock options | - | - | - |
| | | | |
Denominator for diluted earnings per share- Weighted-average shares | 2,275,300 | 2,303,807 | 2,300,191 |
| | | | |
| Basic loss per share | $ (0.14) | $ 0.02 | $ (0.41) |
| | | | |
| Diluted loss per share | $ (0.14) | $ 0.02 | $ (0.41) |
17
PHAZAR CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
Deferred Revenue
Payments which are received in advance of the completion of the related phase of a contract are recorded as deferred revenue when received. Revenue is recognized when earned based on cost incurred to date plus estimated profit margin in relation to the total estimated cost plus profit margin on the entire project. Estimated losses will be recognized in their entirety when they become apparent. Deferred revenue recorded at fiscal year ended June 30, 2011, the one month period ended June 30, 2010 and fiscal year ended May 31, 2010 is $2,355, $28,703 and $207,514, respectively.
Shipping and Handling Costs
The Company includes all shipping and handling costs together with cost of sales in the accompanying statements of operations.
NOTE 3. INVENTORIES
The major components of inventories are as follows:
| | June 30, 2011 | June 30, 2010 | May 31, 2010 |
| | | | |
| Raw materials | $ 1,074,044 | $ 1,023,375 | $ 1,335,726 |
| Work in process | 324,657 | 910,187 | 848,362 |
| Finished goods | 1,333,531 | 709,045 | 828,816 |
| | | | |
| Total inventories | $ 2,732,232 | $ 2,642,607 | $ 3,012,904 |
Certain allocable overhead costs such as depreciation, insurance, property taxes and utilities are included in inventory based upon percentages developed by the Company. The aggregate amount of these costs included in inventory as of June 30, 2011, June 30, 2010 and May 31, 2010, was $803,901, $960,195 and $959,478, respectively.
All of the above stated inventories are that of the operating subsidiaries, Antenna Products Corporation and Phazar Antenna Corp. No other subsidiaries carry inventory.
NOTE 4. PROPERTY AND EQUIPMENT
The following is a summary of the Company’s property and equipment:
| | Estimated | | | |
| | Useful Life | June 30, 2011 | June 30, 2010 | May 31, 2010 |
| | | | | |
| Land | | $ 375,136 | $ 375,136 | $ 375,136 |
| Buildings and improvements | 15-30 years | 1,873,217 | 1,873,217 | 1,873,217 |
| Machinery and equipment | 10 years | 3,645,011 | 3,629,011 | 3,629,011 |
| Automobiles and equipment | 10 years | 107,541 | 107,541 | 107,541 |
| Office furniture and fixtures | 10 years | 429,070 | 505,850 | 505,850 |
| | | 6,429,975 | 6,490,755 | 6,490,755 |
| Less accumulated depreciation | | (5,386,540) | (5,331,560) | (5,320,665) |
| Net property and equipment | | $ 1,043,435 | $ 1,159,195 | $ 1,170,090 |
NOTE 5. NOTES RECEIVABLE
On December 8, 2009, the Company entered into a $500,000 Principal 8% Per Year Senior Secured Convertible Note with Tracciare, Inc. due in full on May 31, 2011. In addition, the Company received a warrant to purchase up to eighty percent
18
PHAZAR CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued
NOTE 5. NOTES RECEIVABLE – continued
of Tracciare’s equity for a total price of $500,000. In March, 2011, the note was amended to extend the maturity date to June 30, 2013. At June 30, 2011 Tracciare, Inc. had drawn all of the $500,000 note, along with additional fundings in the amount of $463,684 all under separate notes with the same terms and agreements as the original note and amendment.
NOTE 6. INCOME TAXES
Components of the provision for income taxes were as follows:
| | | Fiscal Year | | | One Month | | | Fiscal Year |
| | | Ended | | | Ended | | | Ended |
| | | June 30, 2011 | | | June 30, 2010 | | | May 31, 2010 |
| | | | | | | | | |
| Federal income taxes computed at statutory rate | $ | (166,167) | | $ | 27,578 | | $ | (483,068) |
| | | | | | | | | |
| Permanent differences | | | | | | | | |
| Meals and entertainment | | 3,030 | | | 307 | | | - |
| Domestic production deduction | | - | | | (3,272) | | | - |
| Other | | - | | | - | | | 2,621 |
| | | | | | | | | |
| Other reconciling items | | | | | | | | |
| Federal deferred pool true-ups | | 4,571 | | | 20,009 | | | - |
| Non-deductible expenses and other | | (3,327) | | | - | | | (2,348) |
| | | | | | | | | |
| Total | $ | (161,893) | | $ | 44,622 | | $ | (482,795) |
| | | | | | | | | |
| Current federal income taxes | | (3,187) | | | 33,080 | | | (316,374) |
| Deferred federal income taxes | | (155,009) | | | 15,017 | | | (145,859) |
| Federal true-up (current) | | (163) | | | (3,475) | | | - |
| Other | | (3,534) | | | - | | | (20,562) |
| | | | | | | | | |
| Total tax expense (benefit) | $ | (161,893) | | $ | 44,622 | | $ | (482,795) |
The components of the deferred tax assets and liabilities are as follows:
| | Fiscal Year | One Month | Fiscal Year |
| | Ended | Ended | Ended |
| | June 30, 2011 | June 30, 2010 | May 31, 2010 |
| Deferred tax assets: | | | |
| Accrued liabilities, due to warranty accrual | $ 26,322 | $ 69,103 | $ 69,103 |
| Accrued liabilities, due to vacation and compensation accrual | 20,300 | 27,068 | 36,211 |
| Intangible assets, due to difference in amortization | 40,188 | 50,379 | 52,872 |
| Compensation, stock options vested | 287,580 | 261,005 | 265,234 |
| Inventory write-off from discontinued operations | 178,253 | - | - |
| | | | |
| Total deferred tax assets | $ 52,643 | $ 407,555 | $ 423,420 |
| | | | |
| Deferred tax liabilities: | | | |
| Property and equipment, principally due to depreciation | | | |
| Difference | $ (74,943) | $ (85,072) | $ (85,918) |
| Other, net | (208) | - | - |
| | | | |
| Total deferred tax liabilities | $ (75,151) | $ (85,072) | $ (85,918) |
| | | | |
| | | | |
| Deferred income tax assets, net of deferred tax liabilities | $ 477,492 | $ 322,483 | $ 337,502 |
19
PHAZAR CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
NOTE 6. INCOME TAXES – continued
| The net deferred tax assets are classified on the balance sheet as follows: | | |
| | | | |
| Current deferred tax assets | $ 224,875 | $ 96,169 | $ 105,314 |
| Non-current deferred tax assets, net | 252,617 | 226,314 | 232,188 |
| | | | |
| Net deferred tax assets | $ 477,492 | $ 322,483 | $ 337,502 |
There are no uncertain tax positions expected to be taken on the 2010 federal or state tax returns to be filed, and no liability has been recorded for any prior years that are still subject to examination by federal or state taxing jurisdictions. Accordingly, no additional disclosures have been made on the current financial statements regarding FASB ASC 740-10. As Company policy, accrued interest or penalties associated with unrecognized tax benefits will be recorded as income tax expense. Since there is no applicable liability under FASB ASC 740-10 for 2010, no interest or penalties are included in the Consolidated Statement of Operations. The Company and its subsidiaries file a consolidated federal tax return. The 2007-2010 federal tax returns are currently open under the statute of limitations. State income tax returns are generally open for examination for a period of 3-5 years after the filing of the respective return. The Company and its subsidiaries have no federal or state returns currently under examination, appeals or litigation.
NOTE 7. COMMITMENTS AND CONTINGENCIES
Concentration of Credit Risk
The Company deposits its cash primarily in deposit accounts with major banks. Certain cash deposits may occasionally be in excess of federally insured limits. The Company has not incurred losses related to its cash.
The Company sells many of its products to the United States Government, both military and civilian agencies and prime contractors. Although the Company might be directly affected by the well-being of the defense industry, management does not believe significant credit risk exists at June 30, 2011.
Ongoing credit evaluations of customer’s financial condition are performed and, generally, no collateral is required. The Company maintains reserves for potential credit losses and such losses have not exceeded management’s expectations.
Legal Proceedings
On August 15, 2008, Janet McCollum, as personal representative of the Estate of Richard Alan Catoe, deceased, filed a wrongful death complaint against the University of West Florida, Diamond Enterprise, Inc., North Safety Products, L.L.C. a/k/a North Safety Products, Inc. and Antenna Products Corporation (the ”Lawsuit”) in Circuit Court in Escambia County, Florida,. Antenna Products Corporation is PHAZAR CORP's wholly owned and principal operating subsidiary.
Antenna Products Corporation denies any liability to plaintiff and anticipates being dismissed from the lawsuit. However, if we were found to be responsible or liable, we would not expect such costs to be material to the Company.
20
PHAZAR CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
NOTE 7. COMMITMENTS AND CONTINGENCIES – continued
Product Warranties
PHAZAR CORP’s management estimates accrued warranty expense based on warranty work received but not performed and on analysis of historical trends including actual expense as a percent of sales.
Changes in accrued warranty liability, are as follows:
| | Fiscal Year | One Month | Fiscal Year |
| | Ended | Ended | Ended |
| | June 30, 2011 | June 30, 2010 | May 31, 2010 |
| | | | |
| Beginning balance | $ 203,244 | $ 203,244 | $ 138,702 |
| Cost incurred for rework | (132,238) | - | (116,239) |
| Accrual for current year estimate | - | - | 203,244 |
| Change in accrued estimate | 6,412 | - | (22,463) |
| | | | |
| Ending balance | $ 77,418 | $ 203,244 | $ 203,244 |
NOTE 8. STOCK OPTIONS
In October 2006, a majority of the PHAZAR CORP shareholders approved the 2006 Incentive Stock Option Plan (the "Plan"). Options for 250,000 shares of common stock are authorized under this plan. Options granted may be either Incentive Stock Options or Non-Statutory Stock Options, at the discretion of the Board. There have been 207,700 options granted (net of forfeitures) under this plan as of June 30, 2011.
The PHAZAR CORP 2009 Equity Incentive Plan was approved by a majority of the PHAZAR CORP shareholders in October 2009. Options for 273,600 shares of common stock are authorized under this plan. Options granted under this plan may be either Incentive Stock Options or Non-Statutory Stock Options, at the discretion of the Board. As of June 30, 2011, there have been 70,500 options granted and stock issued to Directors under this plan and 156,100 options available under the plan.
A summary of the status of the Company’s outstanding stock options issued under separate employment agreements as of June 30, 2011, June 30, 2010 and May 31, 2010 and changes for the periods then ended are as follows:
| | | Outstanding Options |
| | | Number of Options | | Weighted Average Exercise Price |
| | | | | |
| Outstanding at May 31, 2010 | | 355,400 | | 4.50 |
| Granted | | - | | - |
| Exercised | | - | | - |
| Forfeited | | - | | - |
| Outstanding at June 30, 2010 | | 355,400 | | 4.50 |
| Granted | | - | | |
| Exercised | | - | | |
| Forfeited | | (89,700) | | 5.43 |
| | | | | |
| Outstanding at June 30, 2011 | | 265,700 | | 3.76 |
21
PHAZAR CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued
NOTE 8. STOCK OPTIONS – continued
| | Fiscal Year | One Month | Fiscal Year |
| | Ended | Ended | Ended |
| | June 30, 2011 | June 30, 2010 | May 31, 2010 |
| Number of options vested | 122,034 | 160,733 | 160,733 |
| Weighted average remaining contract life – years | 7.48 | 8.20 | 8.20 |
| | | | |
| Number of options exercisable | 122,034 | 160,733 | 160,733 |
The following table details stock-based compensation expense included in the statement of operations for the fiscal year ended June 30, 2011, one month period ended June 30, 2010 and fiscal year ended May 31, 2010.
| | Fiscal Year | One Month | Fiscal Year |
| | Ended | Ended | Ended |
| | June 30, 2011 | June 30, 2010 | May 31, 2010 |
| | | | |
| Selling, general and administrative expense | $ 103,248 | $ 10,792 | $ 428,855 |
| FIT Provision | (35,104) | (3,669) | (145,810) |
| Impact on net income (loss) | $ 68,144 | $ 7,123 | $ 283,485 |
Impact on net income per share - Basic and diluted EPS | $ 0.03 | $ 0.00 | $ 0.12 |
22
PHAZAR CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued
NOTE 9. DISCONTINUED OPERATIONS
In January 2011, the Company announced that after a thorough review of the progress and status of the True Mesh Network Radio program, the Board of Directors concluded that commercial viability and profitability was unlikely to be achievable in the foreseeable future and voted to discontinue further development. As a result, for the year ended June 30, 2011, the Company recorded a charge of $994,082, of which $508,546 relates to activity prior to the decision to discontinue operations and a charge of $99,110 and $631,375 for discontinued operations, net of tax, for the one month period ended June 30, 2010 and for the year ended May 31, 2010, respectively.
| | | Fiscal Year | | One Month | | Fiscal Year |
| | | | Ended | | Ended | | Ended |
| | | | June 30, 2011 | | June 30, 2010 | | May 31,2010 |
| | | | | | | | |
| The following is a summary of the results of the | | | | | | |
| discontinued operations: | | | | | | |
| | Revenues | $ | 193,930 | $ | 3,042 | $ | 640,778 |
| | COGS (including inventory write offs) | | (992,278) | | (34,393) | | (344,350) |
| | | | (798,348) | | (31,351) | | 296,428 |
| | | | | | | | |
| | Selling, general and administration expense | | (257,594) | | (33,941) | | (411,190) |
| | Research and development costs | | (450,243) | | (84,875) | | (841,867) |
| | | | (707,837) | | (118,816) | | (1,253,057) |
| | | | | | | | |
| | Net loss before income taxes | $ | (1,506,185) | $ | (150,167) | $ | (956,629) |
| | | | | | | | |
| | Provision (benefit) for income taxes | | (512,103) | | (51,057) | | (325,254) |
| | Net loss | $ | (994,082) | $ | (99,110) | $ | (631,375) |
| | | | | | | | |
| The following is a summary of the assets and | | | | | | |
| liabilities of discontinued operations: | | | | | | |
| | Assets of discontinued operations: | | | | | | |
| | Inventories | $ | - | $ | 789,112 | $ | 468,170 |
| | Total assets of discontinued operations | $ | - | $ | 789,112 | $ | 468,170 |
| | | | | | | | |
| | Liabilities of discontinued operations: | | | | | | |
| | Accrued liabilities | $ | 178,060 | $ | 87,607 | $ | 360,120 |
| | Total liabilities of discontinued operations | $ | 178,060 | $ | 87,607 | $ | 360,120 |
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PART III
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures
Management’s Evaluation of Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and disposition of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of our Company’s subsidiaries.
The Company’s Chief Executive Officer and Chief Financial Officer evaluated the Company’s disclosure controls and procedures as of June 30, 2011. In making their assessment, the Company's Chief Executive Officer and Chief Financial Officer were guided by the releases issued by the SEC and to the extent applicable was based upon the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2011. The Company has had no change during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Item 9B. Other Information
None
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item with regard to executive officers is as follows:
Mr. Garland Asher, age 66, has served as President and Chief Executive Officer since September, 2008 and as a Director since October, 2007. Mr. Asher served as Director and Chairman of the Audit Committee of Universal Power Group, Inc., a power equipment and battery distributor from December, 2006 through August 2008. Mr. Asher has served as a member of the City of Fort Worth Audit Committee from 2006 through 2008. Mr. Asher served as President and COO of Integration Concepts, Inc., a healthcare software company, from September 1999 through June 2004. Since then he has been involved in personal investment activities.
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Ms. Deborah Inzer, age 61, has served as Vice President, Chief Financial Officer and Treasurer of PHAZAR CORP since March 2008. Ms. Inzer served as Controller of Shared Technologies, Inc., a telecommunications company from January, 2005 until March, 2008. Ms. Inzer has served as Vice President, Accounting and Controller at Dave & Buster's in Dallas, Texas from 1999 to 2005 and Senior Vice President, Accounting at AmBrit Energy Corp in Dallas, Texas from 1989 to 1999.
Information regarding directors of the Company required by this Item is incorporated by reference to the section entitled “Election of Directors” set forth in the Proxy Statement for our 2011 Annual Meeting of Shareholders.
The information regarding compliance and the evaluation of late filings under Section 16(a) of the Exchange Act required by this Item is incorporated by reference to the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” set forth in the Proxy Statement for our 2011 Annual Meeting of Shareholders.
Information regarding our audit committee financial experts and code of ethics and business conduct required by this item is incorporated by reference to the section entitled “Matters Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership” set for in the Proxy Statement for our 2011 Annual Meeting of Shareholders.
The Company has adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers and employees. The Code of Business Conduct and Ethics is on the Company’s website at www.phazarcorp.com under the caption “Corporate Governance”
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference to the section entitled “Executive Compensation” and the section entitled “Matters Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership – Fees Paid to Directors” set forth in our Proxy Statement for our 2011 Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated herein by reference to the section entitled “Executive Compensation” and the section entitle “Matters Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership – Security Ownership of Management” set forth in the Proxy Statement for our 2011 Annual Meeting of Shareholders.
The following table provides a summary of information as of June 30, 2011, relating to our equity compensation plans in which our Common Stock is authorized for issuance.
Equity Compensation Plan Information: | | | | |
| | | (a) | (b) | (c) |
| | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a) |
| | | | | |
Equity Compensation Plans approved by shareholders (1) | | 207,700 | 4.29 | 42,300 |
| | | | | |
Equity Compensation Plans approved by shareholders (2) | | 58,000 | 3.86 | 156,100 |
(1) Consists of the 2006 Incentive Stock Option Plan
(2) Consists of the 2009 Equity Incentive Plan adopted by the Board of Directors on April 8, 2009
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Item 13. Certain Relationships and Related Transactions.
None
Item 14. Principal Accountant Fees and Services
Information required by this Item is incorporated by reference to the section entitled “Audit Fees”, are set forth in our Proxy Statement for our 2011 Annual Meeting.
PART IV
Item 15. Exhibits and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
1. Financial Statements. See Item 8.
2. Financial Statement Schedules. Not applicable.
All other schedules have been omitted because the required information is shown in the consolidated financials or notes thereto, or they are not applicable.
3. Exhibits. See Index to Exhibits for listing of exhibits which are filed herewith or incorporated by reference.
(b) Reports on Form 8-K.
On July 22, 2010, the registrant filed a Form 8-K for the purpose of disclosing the departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On October 12, 2010, the registrant filed a Form 8-K for the purpose of announcing its first quarter financial results
On October 21, 2010, the registrant filed a Form 8-K for the purpose of announcing a major website upgrade for Antenna Products Corporation
On November 11, 2010, the registrant filed a Form 8-K for the purpose of announcing a web conference for a presentation held at the Southwest IDEAS Investor Conference held in Dallas, Texas
On January 11, 2011, the registrant filed a Form 8-K for the purpose of announcing the discontinuance of the development of the True Mesh Network Radio Program
On January 19, 2011, the registrant filed a Form 8-K for the purpose of announcing its second quarter 2011 financial results
On February 2, 2011, the registrant filed a Form 8-K for the purpose of announcing the appointment of an additional director
On February 14, 2011, the registrant filed a Form 8-K for the purpose of disclosing a notice of listing deficiency letter from NASDAQ
On April 7, 2011, the registrant filed a Form 8-K for the purpose of disclosing that NASDAQ had accepted the proposed listing compliance plan and closed the listing deficiency matter
On May 12, 2011, the registrant filed a Form 8-K for the purpose of announcing its third quarter 2011 financial results
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On June 2, 2011, the registrant filed a Form 8-K for the purpose of announcing a contract award to Antenna Products Corporation
On August 24, 2011, the registrant filed a Form 8-K for the purpose of announcing its third quarter 2011 financial results
On September 12, 2011, the registrant filed a Form 8-K for the purpose of announcing personnel additions to Antenna Products Corporation
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DATE: September 22, 2011
PHAZAR CORP
/s/ Garland P. Asher
BY: Garland P. Asher, President and
Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | | Title | Date |
| | | | |
| | | | |
| /s/ Gary W. Havener | | Director | September 22, 2011 |
| Gary W. Havener | | | |
| | | | |
| /s/ James Kenney | | Director | September 22, 2011 |
| James Kenney | | | |
| | | | |
| /s/ R. Allen Wahl | | Director | September 22, 2011 |
| R. Allen Wahl | | | |
| | | | |
| /s/ Thomas B. Reynolds | | Director | September 22, 2011 |
| Thomas B. Reynolds | | | |
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EXHIBIT INDEX
Exhibit 3.(i) - Registrant's Articles of Incorporation, as amended, incorporated by reference to the like numbered exhibit in the Registrant's Annual Report on Form 10-KSB/A for the fiscal year ended May 31, 2000, filed on February 20, 2004
Exhibit 3.(ii) - Registrant’s By Laws, incorporated by reference to the like numbered exhibit in the Registrant’s Annual Report on Form 10-KSB/A for the fiscal year ended May 31, 2000, filed on February 20, 2004
Exhibit 4.1(1) - 2006 Incentive Stock Option Plan, incorporated by reference as Exhibit A to the Registrant’s Definitive Proxy Statement dated September 15, 2009 and filed on September 15, 2006. Also incorporated by reference to the like numbered exhibit in the Registrant’s Form S-8 dated January 8, 2007 and filed on January 8, 2007
Exhibit 4.1(2) - 2009 Equity Compensation Plan dated April 22, 2009, incorporated by reference to the Registrant’s Form S-8, filed on April 27, 2009
Exhibit 4.(ii) - Loan agreement between Antenna Products Corporation and Texas Bank, dated September 30, 1991, incorporated by reference to the like numbered exhibit in the Registrant’s Annual Report on Form 10-KSB/A for the fiscal year ended May 31, 2000, filed on February 20, 2004
Exhibit 10.b - Agreement with Garland Asher dated January 24, 2009 incorporated by reference to the like-numbered exhibit in the Registrant's Form 10-Q filed on January 14, 2009
Exhibit 14.1- Code of Ethics and Business Conduct for the Senior Executive Officers and Senior Financial Officers incorporated by reference to the like numbered exhibit in the Registrant’s annual report on form 10-KSB for the fiscal year ended May 31, 2004, filed on August 6, 2004
Exhibit 21. - A list of all subsidiaries of the Registrant, incorporated by reference to the like numbered exhibit in the Registrant’s Annual Report on Form 10-KSB/A for the fiscal year ended May 31, 2000 filed on February 20, 2004
Exhibit 23.1 - Consent of Weaver & Tidwell, LLP
Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
Exhibit 32.1 - Section 1350 Certification
Exhibit 99.1 - Nominating Committee Charter incorporated by reference to the like numbered exhibit in the Registrant’s Form 8-K filed on November 7, 2005
Exhibit 99.1(2) - Revised Audit Committee Charter dated July 21, 2010 incorporated by reference to the like numbered exhibit in the Registrant’s Form 10-K filed on August 20, 2010
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