Phazar (ANTP) 10-Q 2012 Q3 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 March 31, 2012

[      ]           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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

xYes                      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.

oLarge accelerated filer	oAccelerated filer
oNon-accelerated filer	xSmaller 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: 2,390,628 as of April 12, 2012.

2

		PAGE
PART I	FINANCIAL INFORMATION	NUMBER
Item 1.	Financial Statements for PHAZAR CORP
	and Subsidiaries
	Consolidated Balance Sheets –
	March 31, 2012 (unaudited), and June 30, 2011	4
	Consolidated Statements of Operations (unaudited) -
	Three and Nine Months Ended March 31, 2012 and 2011	5
	Consolidated Statements of Cash Flows (unaudited) -
	Nine Months Ended March 31, 2012  and 2011	6
	Notes to the Unaudited Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of
	Financial Condition and Results of Operations	9
Item 4.	Controls and Procedures	11
	Management’s Evaluation of Internal Control over Financial Reporting	11
	Disclosure Controls and Procedures	12
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	12
Item 5.	Other Information	12
Item 6.	Exhibits and Reports on Form 8-K	12
	Signature	13
	Certifications

3

Item 1.    Financial Statements

PHAZAR CORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
	March 31, 2012 (Unaudited)			June 30, 2011
CURRENT ASSETS
Cash and cash equivalents	$	857,430		$	1,169,318
Accounts receivable:
Trade, net of allowance for doubtful accounts of $0
as of March 31, 2012 and June 30, 2011		688,736			785,664
Inventories		2,675,766			2,732,232
Prepaid expenses and other current assets		52,445			125,989
Income taxes receivable		29,321			236,366
Deferred income taxes – current		224,875			224,875
Total current assets		4,528,573			5,274,444
Property and equipment, net		1,030,955			1,043,435
Note receivable		1,363,053			963,684
Deferred income tax – non current		430,877			252,617
TOTAL ASSETS	$	7,353,458		$	7,534,180
CURRENT LIABILITIES
Accounts payable	$	194,407		$	216,575
Accrued liabilities		383,086			284,969
Deferred revenues		4,620			2,355
Liabilities held for discontinued operations		114,571			178,060
Total current liabilities		696,684			681,959
TOTAL LIABILITIES		696,684			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
2,390,628 and 2,385,128 issued on March 31, 2012     and June 30, 2011, respectively		23,907			23,852
Additional paid in capital		4,723,987			4,517,234
Treasury stock, at cost, 74,691 shares on March 31, 2012     and June 30, 2011, respectively		(215,918	)		(215,918	)
Retained earnings		2,124,798			2,527,053
Total shareholders’ equity		6,656,774			6,852,221
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	7,353,458		$	7,534,180

See accompanying Notes to the Unaudited Consolidated Financial Statements.

4

PHAZAR CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
	Three Months Ended						Nine Months Ended
	March 31						March 31,
	2012			2011			2012			2011
	(Unaudited)						(Unaudited)
Sales and contract revenues	$	1,485,107		$	1,991,678		$	4,992,692		$	6,849,510
Cost of sales and contracts		651,211			1,276,435			2,703,592			4,001,801
Gross profit		833,896			715,243			2,289,100			2,847,709
Selling, general  and administration expenses		1,113,677			707,997			2,578,635			2,048,735
Research and development costs		171,075			94,574			397,935			547,106
Total operating expenses		1,284,752			802,571			2,976,570			2,595,841
Operating income (loss)		(450,856	)		(87,328	)		(687,470	)		251,868
Other income
Interest income		23,759			13,307			91,636			40,853
Other income		8,622			51			19,973			21,821
Total other income		32,381			13,358			111,609			62,674
Income (loss) from operations before income taxes		(418,475	)		(73,970	)		(575,861	)		314,542
Income tax expense (benefit)		(142,282	)		(1,490	)		(195,793	)		110,637
Net income (loss) before discontinued operations		(276,193	)		(72,480	)		(380,068	)		203,905
Loss from discontinued operations		(15,572	)		(724,789	)		(33,616	)		(724,789	)
Income tax benefit from discontinued operations		5,294			246,428			11,429			246,428
Net loss from discontinued operations		(10,278	)		(478,361	)		(22,187	)		(478,361	)
Net loss	$	(286,471	)	$	(550,841	)	$	(402,255	)		(274,456	)
Basic income (loss) per common share
Continuing operations	$	(0.12	)	$	(0.03	)	$	(0.16	)	$	0.09
Discontinued operations		-			(0.21	)		(0.01	)		(0.21	)
Net loss	$	(0.12	)	$	(0.24	)	$	(0.17	)	$	(0.12	)
Diluted income (loss) per common share
Continuing operations	$	(0.12	)	$	(0.03	)	$	(0.16	)	$	0.09
Discontinued operations		-			(0.21	)		(0.01	)		(0.21	)
Net income loss	$	(0.12	)	$	(0.24	)	$	(0.17	)	$	(0.12	)
Basic weighted average of common shares outstanding		2,315,080			2,307,588			2,313,264			2,305,987
Diluted weighted average of common shares outstanding		2,315,080			2,310,510			2,313,264			2,308,853

See accompanying Notes to the Unaudited Consolidated Financial Statements.

5

PHAZAR CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Nine Months Ended
	March 31, 2012 (Unaudited)			March 31, 2011 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(402,255	)	$	(274,456	)
Adjustments to reconcile net loss to net cash   provided by (used in) operating activities:
Depreciation		97,040			98,784
Loss from discontinued operations		22,187			478,361
Stock based compensation		206,808			84,829
Deferred federal income taxes		(178,260	)		(104,040	)
Changes in operating assets and liabilities:
Accounts receivable		96,928			4,887
Inventories		56,466			463,899
Income taxes receivable		207,045			25,538
Prepaid expenses and other current assets		73,544			29,781
Accounts payable		(22,168	)		(496,463	)
Accrued liabilities		98,117			118,202
Deferred revenues		2,265			(3,716	)
Net cash used in discontinued operations		(85,676	)		(478,361	)
Net cash provided by (used in) operating activities		172,041			(52,755	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Funding of note receivable		(399,369	)		(323,000	)
Purchase of property and equipment		(84,560	)		(16,003	)
Net cash  used in investing activities		(483,929	)		(339,003	)
Net decrease in cash and cash equivalents		(311,888	)		(391,758	)
CASH AND CASH EQUIVALENTS, beginning of period		1,169,318			1,403,839
CASH AND CASH EQUIVALENTS, end of period	$	857,430		$	1,012,081

See accompanying Notes to the Unaudited Consolidated Financial Statements.

6

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 March 31, 2012, the results of operations for the three and nine months ended March 31, 2012 and March 31, 2011, and the cash flows for the nine months ended March 31, 2012 and 2011.  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 the 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, there was no impact on total assets, total liabilities and shareholders’equity or net loss.

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 amounts of 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 products 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 inventories.  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.

7

NOTE  2     NET INCOME (LOSS) PER COMMON SHARE

Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period, as follows:

	Nine Months Ended
	March 31, 2012			March 31, 2011
Numerator:
Net loss	$	(402,255	)	$	(274,456	)
Numerator for basic and diluted loss per share	$	(402,255	)	$	(274,456	)
Denominator:
Weighted-average shares outstanding-basic		2,313,264			2,305,987
Effect of dilutive securities:
Stock options		-			2,866
Denominator for diluted income (loss) per share-
Weighted-average shares		2,313,264			2,308,853
Basic loss per share	$	(0.17	)	$	(0.12	)
Diluted loss per share	$	(0.17	)	$	(0.12	)

NOTE 3     CONTINGENCIES

Litigation

The Form 10-K for the year ended June 30, 2011 disclosed a pending wrongful death lawsuit filed by Janet McCollum against the Company and other defendants in Escambia County, Florida.  On November 17, 2011 the Circuit Court Judge entered a Notice of Dismissal of this lawsuit as to the Company.  The matter is now concluded.  The Company has no other pending litigation claims against it.

8

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 antenna systems, towers and communication accessories worldwide.  The United States Government, military and civil 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 March 31,						Nine Month Period Ended March 31,
	2012			2011			2012			2011
Net Sales	$	1,485,107		$	1,991,678		$	4,992,692		$	6,849,510
Gross profit margin percent		56	%		36	%		46	%		42	%
Net loss	$	(286,471	)	$	(550,841	)	$	(402,255	)	$	(274,456	)
Net loss per share	$	(0.12	)	$	(0.24	)	$	(0.17	)	$	(0.12	)
Total assets	$	7,353,458		$	7,789,989		$	7,353,458		$	7,789,989
Total liabilities	$	696,684		$	903,876		$	696,684		$	903,876
Capital expenditures	$	47,310		$	-		$	84,560		$	16,003

Results of Operations

Third Quarter Ended March 31, 2012 (“2012”), Compared to the Third Quarter Ended March 31, 2011 (“2011”)

PHAZAR CORP’s consolidated sales from operations were $1,485,107 for the quarter ended March 31, 2012 compared to sales of $1,991,678 for the quarter ended March 31, 2011.  The Company’s decline in revenues of $506,571, or 25%, is largely attributable to  significantly lower Instrument Landing System antenna sales (FAA-related).

9

Cost of sales and contracts from operations were $651,211 for the quarter ended March 31, 2012, compared to $1,276,435 for the quarter ended March 31, 2011, down $625,224, or 49%.  Gross profit margin for the quarter, at 56% is up 20 percentage points from the 36% gross profit margin reported in the comparable period last year.  The prior year gross profit margin was depressed due to start-up expenses related to new tower designs.

Selling, general and administration expenses were up 57% for the quarter ended March 31, 2012, to $1,113,677 from $707,997 in the prior year, reflecting a higher level of marketing wages and one-time stock option grant expense.  Discretionary product development spending for the quarter ended March 31, 2012 was $171,075, or 12% of sales, compared to $94,574, or 5% of sales for the comparable period last year.

The Company recorded a net loss of $286,471, or $(0.12) per share for the three month period ended March 31, 2012 compared to net loss of $550,841, or $(0.24) per share for the comparable period in the prior year.

Nine Months Ended March 31, 2012 (“2012”), Compared to the Nine Months Ended March 31, 2011 (“2011”)

Consolidated sales from operations for PHAZAR CORP were $4,992,692 for the nine months ended March 31, 2012 compared to $6,849,510 for the nine months ended March 31, 2011.  The Company’s sales decreased by $1,856,818, or 27% primarily due to significantly lower Instrument Landing System antenna sales (FAA-related).

Costs of sales and contracts from operations were $2,703,592  for the nine months ended March 31, 2012 compared to $4,001,801 for the comparable period in fiscal year 2011, down $1,298,209, or 32%.   The gross profit margin for the nine-month period ended March 31, 2012, at 46% was up four percentage points compared to the gross profit margin of 42% for the same period in prior year.

Selling, general and administration expenses of $2,578,635 are up $529,900, or 26% for the nine months ended March 31, 2012 compared to $2,048,735 for the nine-month period ended March 31, 2011.  The increase in selling, general and administration expense reflects a higher level of marketing wages, one-time stock option grant and an increase in commission expense for the nine-month period ended March 31, 2012.

Discretionary product development spending for the nine-month period ended March 31, 2012 was $397,935, or 8% of sales, compared to $547,106, or 8% of sales for the comparable period last year.  Year over year there was a decrease of $149,171.

The Company recorded a net loss of $402,255, or $(0.17) per share for the nine-month period ended March 31, 2012 compared to net loss of $274,456, or $(0.12) per share for the comparable period in the prior year.

Liquidity and Capital Resources

Sources of Liquidity

Based on current trends, funds from operations 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.  For the nine-month period ended March 31, 2012, there were $84,560 in capital expenditures for new and replacement equipment compared to $16,003 of expenditures in the comparable period of fiscal year 2011.

At March 31, 2012, PHAZAR CORP had cash and cash equivalents of $857,430.  There were $4,620 of deferred revenues at March 31, 2012.

10

Cash Flows

Operating Activities

Cash and cash equivalents of $857,430 at March 31, 2012 are down $311,888, or 27% on a balance of $1,169,318 as of June 30, 2011. The primary components comprising the positive $172,041 of cash flow from operations consists of a $207,045 decrease in income tax receivable.  The decrease in income tax receivable for the nine-month period ended March 31, 2012 was attributed to a  refund of taxes paid on the prior year tax return.

Investing Activities

Cash of $483,929 was used in investing activities during the nine-month period ended March 31, 2012, which consists of $399,369 of funding for the purchase of a senior secured convertible note obligation with warrants involving a non-related party and $84,560 of capital expenditures.

The Company’s financial statements recognize a long-term note receivable from Tracciare, Inc. in the amount of $1,363,053.  The Company’s Tracciare investment was previously discussed in the Company’s Form 10-K for the period ending June 30, 2011.

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 March 31, 2012, Tracciare, Inc. had drawn all of the $500,000 note, along with additional fundings in the amount of $863,053, all under separate notes with the same terms and agreements as the original note.

Tracciare, 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 during the nine-month periods ended March 31, 2012 and 2011.  At March 31, 2012 and 2011, PHAZAR CORP had no long-term debt outstanding.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial conditions.

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.

Item 4.  Controls and Procedures

Management’s Evaluation of Internal Controls over Financial Reporting

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.  The Company’s 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 transactions and disposition of 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 receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

11

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 the Company’s subsidiaries.

The Company has had no change during the quarter ending March 31, 2012 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 March 31, 2012. 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 March 31, 2012.

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:

1.	Financial Statements.  See Item 1.
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

12

(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 the    introduction of new DAS (distributed antenna systems) antennas at the PCIA Infrastructure show in Dallas, Texas.

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

On November 10, 2011, the registrant filed a Form 8-K for the purpose of announcing the election of directors for FY2012; the ratification and approval of Weaver and Tidwell, LLP, as the Independent Public Auditors for FY2012; and the ratification and approval of the issuance of 47,000 compensatory shares issued to PHAZAR CORP directors and employees from 2003 to 2008.

On February 20, 2012, the registrant filed a Form 8-K for the purpose of announcing Antenna Products Corporations’ award of the ISO 9001:2008 Certification.

On January 19, 2012, the registrant filed a Form 8-K for the purpose of announcing its second quarter 2012 financial results.

On April 25, 2012, the registrant filed a Form 8-K for the purpose of announcing its third 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:  May 4, 2012	/s/ Garland P. Asher
	Garland P. Asher, Principal Executive Officer
	and Director

13

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/A for the fiscal year ended May 31, 2009, filed on March 24, 2010.
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	XBRL Instance Document
	EX-101.SCH	XBRL Taxonomy Extension Schema
	EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase
	EX-101.LAB	XBRL Taxonomy Extension Label Linkbase
	EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase
	EX-101.DEF	XBRL Taxonomy Extension Definition Document

14