Phazar (ANTP) 10-Q 2012 Q1 Quarterly report

U.S. Securities and Exchange Commission

Washington D.C.  20549

Form 10-Q

(Mark One)

[  X  ]           QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended September 30, 2011

[      ]           TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

    For the transition period from ______________ to _______________

Commission file number 0-12866

PHAZAR CORP
(Exact name of small business issuer as specified in its charter)
Delaware	75-1907070
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
101 S.E. 25th Avenue, Mineral Wells, Texas 76067
(Address of principal executive offices)
(940) 325-3301
(Issuer’s telephone number)

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.   x Yes  o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

o Large accelerated filer	o Accelerated filer
o    Non-accelerated filer	x Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   o Yes    x No

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 2,387,828 as of October 20, 2011.

PHAZAR CORP AND SUBSIDIARIES

INDEX TO FORM 10-Q

		PAGE
PART I	FINANCIAL INFORMATION	NUMBER
Item 1.	Financial Statements for PHAZAR CORP
	and Subsidiaries
	Consolidated Balance Sheets -
	September 30, 2011 (unaudited), June 30, 2011	3
	Consolidated Statements of Operations (unaudited) -
	Three Months Ended September 30, 2011 and 2010	4
	Consolidated Statements of Cash Flows (unaudited) -
	Three Months Ended September 30, 2011 and 2010	5
	Notes to Unaudited Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of	8
	Financial Condition and Results of Operations
Item 4.	Controls and Procedures	10
	Management’s Evaluation of Internal Controls over Financial Reporting	10
	Disclosure Controls and Procedures	10
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	10
Item 5.	Other Information	10
Item 6.	Exhibits and Reports on Form 8-K	10
	Signature	11
	Certifications

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Item 1.                Financial Statements

PHAZAR CORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2011 AND JUNE 30, 2011
	September 30, 2011(Unaudited)			June 30, 2011
CURRENT ASSETS
Cash and cash equivalents	$	1,277,849		$	1,169,318
Accounts receivable:		449,966			785,664
Trade, net of allowance for doubtful accounts of $0
as of September 30 , 2011 and June 30, 2011
Inventories		2,862,915			2,732,232
Prepaid expenses and other assets		81,847			125,989
Income taxes receivable		292,945			236,366
Deferred income taxes		224,875			224,875
Total current assets		5,190,397			5,274,444
Property and equipment, net		1,048,339			1,043,435
Note receivable		1,111,718			963,684
Long - term deferred income tax		256,808			252,617
TOTAL ASSETS	$	7,607,262		$	7,534,180
CURRENT LIABILITIES
Accounts payable		$307,221			$216,575
Accrued liabilities		435,437			284,969
Deferred revenues		-			2,355
Liabilities held for discontinued operations		114,571			178,060
Total current liabilities		$857,229			$681,959
TOTAL LIABILITIES		$857,229			$681,959
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 2,387,528, and 2,385,128 issued on September 30, 2011 and      June 30, 2011, respectively		23,876			23,852
Additional paid in capital		4,535,277			4,517,234
Treasury stock, at cost, 74,691 shares on September 30, 2011 and      June 30, 2011		(215,918	)		(215,918
Retained earnings		2,406,798			2,527,053
Total shareholders’ equity		6,750,033			6,852,221
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	7,607,262		$	7,534,180

See accompanying Notes to the Unaudited Consolidated Financial Statements.

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PHAZAR CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
	Three Months Ended
	September 30, 2011 (Unaudited)			September 30, 2010(Unaudited)
Sales and contract revenues	$	1,415,218		$	2,524,139
Cost of sales and contracts		779,319			1,259,767
Gross profit		635,899			1,264,372
Selling, general  and administration expenses		745,370			581,143
Research and development costs		99,462			14,264
Total selling, general and administration expenses		844,832			595,407
Operating income (loss)		(208,933	)		668,965
Other income
Interest income (net)		38,292			13,289
Other income		6,480			12,674
Total other income		44,772			25,963
Income (loss) from operations before income taxes		(164,161	)		694,928
Income tax expense (benefit)		(55,815	)		236,276
Net income (loss) before discontinued operations		(108,346	)		458,652
Loss from discontinued operations		(18,044	)		(312,044	)
Income tax benefit from discontinued operations		6,135			106,095
Net loss from discontinued operations	$	(11,909	)	$	(205,949	)
Net income (loss)	$	(120,255	)	$	252,703
Basic income (loss) per common share
Continuing operations	$	(0.05	)	$	0.20
Discontinued operations		(0.00	)		(0.09	)
Net income (loss)	$	(0.05	)	$	0.11
Diluted income (loss) per common share
Continuing operations	$	(0.05	)	$	0.20
Discontinued operations		(0.00	)		(0.09	)
Net income (loss)	$	(0.05	)	$	0.11
Basic weighted average of common shares outstanding		2,311,124			2,304,659
Diluted weighted average of common shares outstanding		2,311,124			2,304,659

See accompanying Notes to the Unaudited Consolidated Financial Statements.

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PHAZAR CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
	Three Months Ended
	September 30, 2011			September 30, 2010
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(120,255	)	$	252,703
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation		32,347			32,842
Loss from discontinued operations		11,909			205,949
Stock based compensation		18,066			31,947
Deferred  income taxes		(4,191	)		(13,306	)
Changes in operating assets and liabilities:
Accounts receivable		335,698			(179,600	)
Inventories		(130,683	)		(226,192	)
Income taxes receivable		(56,579	)		(29,605	)
Prepaid expenses and other assets		44,142			(14,292	)
Accounts payable		90,646			(277,810	)
Accrued expenses		150,468			194,419
Federal income tax liability		-			142,594
Deferred revenues		(2,355	)		30,960
Net cash used in discontinued operations		(75,398	)		(169,890	)
Net cash provided by (used in) operating activities		293,815			(19,281	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Funding of note receivable		(148,034	)		(80,000	)
Purchase of property and equipment		(37,250	)		(16,003	)
Net cash used in investing activities		(185,284	)		(96,003	)
Net change in cash and cash equivalents		108,531			(115,284	)
CASH AND CASH EQUIVALENTS, beginning of period		1,169,318			1,403,839
CASH AND CASH EQUIVALENTS, end of period	$	1,277,849		$	1,288,555

See accompanying Notes to the Unaudited Consolidated Financial Statements.

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PART I

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1    BASIS OF PRESENTATION AND CERTAIN SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements have been prepared in accordance with Form 10-Q instructions and in the opinion of management contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2011 and June 30, 2011, the results of operations for the three months ended September 30, 2011 and September 30, 2010, and the cash flows for the three months ended September 30, 2011 and 2010.  These results have been determined on the basis of generally accepted accounting principles in the United States of America and have been applied consistently with those used in the preparation of the Company’s audited consolidated financial statements for its fiscal year ended June 30, 2011.  These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended June 30, 2011.

Reclassifications

Certain prior year balances have been reclassified in the Consolidated Balance Sheet, Statement of Operations and Statement of Cash Flows to conform to the fiscal year 2012 presentation.

Use of Estimates and Assumptions

Management uses estimates and assumptions in preparing 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.

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.

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NOTE  2     NET INCOME (LOSS) PER COMMON SHARE

Earnings per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period.  Weighted average shares outstanding were 2,311,124 and 2,304,659 for the three month period ended September 30, 2011 and 2010, respectively.

	Three Months Ended
	September 30, 2011			September 30, 2010
Numerator:
Net income (loss)	$	(120,255	)	$	252,703
Numerator for basic and diluted income           (loss) per share	$	(120,255	)	$	252,703
Denominator:
Weighted-average shares outstanding-basic		2,311,124			2,304,659
Effect of dilutive securities:
Stock options		-			-
Denominator for diluted income (loss) per share-          Weighted-average shares		2,311,124			2,304,659
Basic income (loss) per share	$	(0.05	)	$	0.11
Diluted income (loss) per share	$	(0.05	)	$	0.11

NOTE 3     CONTINGENCIES

Litigation

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.

The lawsuit alleges that the deceased fell to his death while climbing a ladder inside a water tower on theUniversity of West Florida campus to install antennas.  The lawsuit further alleges that while the deceased wasdescending the ladder, he wore an Antenna Products Corporation safety sleeve affixed to a safety rail manufactured by defendant  North Safety Products that was attached to the ladder and that the safety  sleeve and rail were allegedly defective  and failed to prevent the deceased from falling, thus causing his death.  Plaintiff seeks recovery of unspecified amounts from all the defendants.  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.

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PHAZAR CORP AND SUBSIDIARIES

Item 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management’s discussion and analysis of certain significant factors that affected the Company’s financial condition and operating results for the period included in the consolidated financial statements in Item 1.

Company Overview

PHAZAR CORP’s continuing operation is that of its subsidiaries, Antenna Products Corporation, Phazar Antenna Corp., and Thirco, Inc.  The management discussion presented in this item relates to the operations of subsidiary units and the associated consolidated financials.

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 and Phazar Antenna Corp. are operating subsidiaries with Thirco, Inc. serving as an equipment leasing company to PHAZAR CORP’s operating units.  Antenna Products Corporation designs, manufactures and markets standard and custom antennas, guyed and self-supported towers, support structures, masts and communication accessories worldwide.  The United States Government, military and civilian agencies and prime contractors are Antenna Products Corporation’s principal customers.  Phazar Antenna Corp. supplies a broad range of multiple band antennas for the telecommunication market.

PHAZAR CORP is primarily a build-to-order company.  As such, most United States government and commercial orders are negotiated firm-fixed price contracts.

Executive Level Overview

The following table presents selected data of PHAZAR CORP.  This historical data should be read in conjunction with the consolidated financial statements and the related notes.

	Three Month Period Ended September 30,
	2011			2010
Net Sales	$	1,415,218		$	2,524,139
Gross profit margin percent		45	%		50	%
Net income (loss)	$	(120,255	)	$	252,703
Net income (loss) per share	$	(0.05	)	$	0.11
Total assets	$	7,607,262		$	8,648,807
Total liabilities	$	857,229		$	1,288,412
Capital expenditures	$	37,250		$	16,003

Results of Operations

First Quarter Ended September 30, 2011 (“2011”), Compared to the First Quarter Ended September 30, 2010 (“2010”)

PHAZAR CORP’s consolidated sales from operations were $1,415,218 for the quarter ended September 30, 2011 compared to sales of $2,524,139 for the first quarter ended September 30, 2010.  The Company’s revenue decreased $1,108,921 or 44%, as sales from our Instrument Landing System (ILS) and commercial wireless product lines are down $896,275 and $298,254, respectively quarter over quarter.

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Cost of sales and contracts from operations were $779,319 for the quarter ended September 30, 2011 compared to $1,259,767 for the quarter ended September 30, 2010, down $480,448, or 38%.  Gross profit margins for the quarter, at 45% continue to remain strong, however down five basis points from the 50% gross profit margin reported in the comparable period last year.

The $164,227 or 28% increase in sales and administration expense for the three month period ended September 30, 2011 reflects a higher level of marketing wages, professional charges and trade show activity.  Research and development costs of $99,462 were up $85,198, for the three months ended September 30, 2011 compared to $14,264 in the prior year.  The increase represents continued product development for the commercial wireless product line and the redesign of an existing Instrument Landing System antenna.

The Company recorded a net loss of $120,255, or $0.05 per share for the three month period ended September 30, 2011 compared to net income of $252,703, or $0.11 per share for the comparable period in the prior year.

Liquidity and Capital Resources

Sources of Liquidity

Based on current trends, funds from operations, recovery of the federal income tax receivable 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.   In the first quarter of fiscal year 2012, there were $37,250 in capital expenditures for new and replacement equipment compared to $16,003 of expenditures in the first quarter of fiscal year 2011.   The Company does not anticipate any significant capital expenditures for improvements and new equipment during fiscal year 2012.

At September 30, 2011, PHAZAR CORP had cash and cash equivalents of $1,277,849.  There were no deferred revenues as of September 30, 2011.

Cash Flows

Operating Activities

Cash and cash equivalents of $1,277,849 at September 30, 2011 are up $108,531, or 9.3 % on a balance of $1,169,318 as of June 30, 2011. The primary components comprising the positive $293,815 of cash flow from operations consists of a $335,698 decrease in accounts receivable.  The decrease in account receivable reflects the decline in revenues for the quarter ended September 30, 2011.

Investing Activities

Cash of $185,284 was used in investing activities during the three month period ended September 30, 2011, which consists of $148,034 of funding of notes receivable and $37,250 of capital expenditures.

Financing Activities

There were no financing activities during the quarters ended September 30, 2011 and 2010.  At September 30, 2011 and 2010, PHAZAR CORP had no long-term debt outstanding.

Forward Looking Statement Disclaimer

This Form 10-Q contains forward-looking information within the meaning of Section 29A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performances and underlying assumption and other statements, which are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties, which could cause actual results, or outcomes to differ materially from those expressed in the forward-looking statements. The Company’s expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitations, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties, but there can be no assurance that management’s expectations, beliefs or projections will result, or be achieved, or accomplished.

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Item 4.  Controls and Procedures

Management’s Evaluation of Internal Controls 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 U.S. 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 U.S. 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 has had no change during the quarter ending September 30, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer evaluated the Company’s disclosure controls and procedures as of September 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 September 30, 2011.

PART II

OTHER INFORMATION

Item 1.         Legal Proceedings

The information provided in Note 3 of the unaudited Consolidated Financial Statements is hereby incorporated into this Part II, Item I by reference.

Item 5.        Other Information

None.

Item 6.         Exhibits and Reports on Form 8-K

(a)  The following documents are filed as part of this report:

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 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 August 24, 2011, the registrant filed a Form 8-K for the purpose of announcing its fourth quarter and fiscal year end 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

 On September 28, 2011, the registrant filed a Form 8-K for the purpose of announcing theintroduction of new DAS (distributed antenna systems) antennas at the PCIA Infrastructure showin Dallas, Texas

 On October 19, 2011, the registrant filed a Form 8-K for the purpose of announcing its first quarter 2012 financial results

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PHAZAR CORP
Date:  November 9, 2011	By:	/s/ GARLAND P. ASHER
		Garland P. Asher, Principal Executive Officer
		and Director

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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, 2006 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 Exhibit 10-1 of the Registrant’s Form S-8, filed on April 27, 2009
Exhibit 10.b -	Amended and restated agreement with Garland Asher dated September 10, 2009, incorporated by reference to the like numbered exhibit in the Registrant’s Form 10-Q, ended November 30, 2009 and filed on January 14, 2010
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 and Tidwell, L.L.P. incorporated by reference to the like numbered exhibit in the Registrant’s Form 10-K for the fiscal year ended June 30, 2011, filed on September 22, 2011
Exhibit 31.1 -	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (attached)
Exhibit 31.2 -	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (attached)
Exhibit 32.1 -	Section 1350 Certification (attached)
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) -	Audit Committee Charter incorporated by reference to the like numbered exhibit in the Registrant’s Form 10-K for the year ending May 31, 2010 filed on August 19, 2010

Exhibit 101:
	EX-101.INS EX-101.SCH EX-101.CAL EX-101.LAB EX-101.PRE EX-101.DEF	XBRL Instance Document XBRL Taxonomy Extension Schema XBRL Taxonomy Extension Calculation Linkbase XBRL Taxonomy Extension Label Linkbase XBRL Taxonomy Extension Presentation Linkbase XBRL Taxonomy Extension Definition Document

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