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, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission file number 0-12866
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PHAZAR CORP
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(Exact name of small business issuer as specified in its charter)
Delaware 75-1907070
- --------------------------------- ---------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
101 S.E. 25th Avenue, Mineral Wells, Texas 76067
------------------------------------------------
(Address of principal executive offices)
(940) 325-3301
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(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 |_| 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.
|_| Large accelerated filer |_| Accelerated filer
|_| 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). |_|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: 2,380,328 as of October 12, 2010.
1
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, 2010 (unaudited), June 30, 2010 (unaudited)
and May 31, 2010 (audited) 3
Consolidated Statements of Operations (unaudited) -
Three Months Ended September 30, 2010 and 2009
and one month ended June 30, 2010 5
Consolidated Statements of Cash Flows (unaudited) -
Three Months Ended September 30, 2010 and 2009
and one month ended June 30, 2010 6
Notes to Unaudited Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of 10
Financial Condition and Results of Operations
Item 4. Controls and Procedures 13
Management's Evaluation of Internal Control
over Financial Reporting 13
PART II OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signature 15
Certifications
2
Item 1. Financial Statements
PHAZAR CORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2010, JUNE 30, 2010 AND MAY 31, 2010
ASSETS
September 30, June 30, May 31,
2010 2010 2010
(Unaudited) (Unaudited) (Audited)
------------ ------------ ------------
CURRENT ASSETS
Cash and cash equivalents $ 1,288,555 $ 1,403,839 $ 2,030,774
Account receivable:
Trade,net of allowance for doubtful
accounts of $0 as of September 30, 2010, 1,386,657 1,207,057 748,671
June 30, 2010 and May 31, 2010
Note receivable 554,993 474,993 432,146
Inventories 3,534,248 3,431,719 3,481,074
Prepaid expenses and other assets 89,835 75,543 95,586
Income taxes receivable 316,374 316,374 316,374
Deferred income taxes 96,171 96,171 105,314
----------- ----------- -----------
Total current assets 7,266,833 7,005,696 7,209,939
Property and equipment, net 1,142,354 1,159,193 1,170,090
Long - term deferred income tax 239,620 226,317 232,188
----------- ----------- -----------
TOTAL ASSETS $ 8,648,807 $ 8,391,206 $ 8,612,217
=========== =========== ===========
See accompanying Notes to the Unaudited Consolidated Financial Statements.
3
PHAZAR CORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2010, JUNE 30, 2010 AND MAY 31, 2010
(Continued)
LIABILITIES AND SHAREHOLDERS' EQUITY
September 30, June 30, May 31,
2010 2010 2010
(Unaudited) (Unaudited) (Audited)
------------ ------------ ------------
CURRENT LIABILITIES
Accounts payable $ 519,259 $ 797,069 $ 477,111
Accrued liabilities 566,895 460,080 899,072
Federal income tax liability 142,594 29,605 -
Deferred revenues 59,664 28,704 207,514
----------- ----------- -----------
Total current liabilities 1,288,412 1,315,458 1,583,697
TOTAL LIABILITIES 1,288,412 1,315,458 1,583,697
----------- ----------- -----------
COMMITMENTS AND CONTINGENCIES - - -
SHAREHOLDERS' EQUITY
Preferred stock, $1 par, 2,000,000 shares
authorized, non Issued or outstanding,
attributes to be determined when issued - - -
Common stock, $0.01 par, 6,000,000 shares
authorized 2,379,528, 2,378,728 and
2,378,428 issued and outstanding 23,796 23,788 23,785
Additional paid in capital 4,445,987 4,414,053 4,403,261
Treasury stock, at cost, 74,691 shares
for all periods (215,918) (215,918) (215,918)
Retained earnings 3,106,530 2,853,825 2,817,392
----------- ----------- -----------
Total shareholders equity 7,360,395 7,075,748 7,028,520
----------- ----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 8,648,807 $ 8,391,206 $ 8,612,217
=========== =========== ===========
See accompanying Notes to the Unaudited Consolidated Financial Statements.
4
PHAZAR CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
AND ONE MONTH ENDED JUNE 30, 2010
Three Months Ended One Month Ended
September 30,September 30, June 30,
2010 2009 2010
(Unaudited) (Unaudited) (Unaudited)
------------ ------------ ------------
Sales and contract revenues $ 2,536,304 $ 1,864,411 $ 1,005,372
Cost of sales and contracts 1,278,020 1,177,733 476,675
----------- ----------- -----------
Gross Profit 1,258,284 686,678 528,697
Selling, general and administration
expenses 682,966 867,058 352,827
Research and development costs 218,397 301,760 92,690
----------- ----------- -----------
Total selling, general and administration
expenses 901,363 1,168,818 455,517
Operating Income (loss) 356,921 (482,140) 83,180
Other Income (expense)
Interest income (expense 13,289 35,243 (3,333)
Other income 12,674 9,027 1,264
----------- ----------- -----------
Total Other Income (expense) 25,963 44,270 (2,069)
----------- ----------- -----------
Income (loss) from operations before
income taxes 382,884 (437,870) 81,111
Income tax provision (benefit) 130,181 (152,264) 44,622
----------- ----------- -----------
Net Income (Loss) $ 252,703 $ (285,606) $ 36,489
=========== =========== ===========
Basic income (loss) per common share $ 0.11 $ (0.12) $ 0.02
=========== =========== ===========
Diluted income (loss) per common share $ 0.11 $ (0.12) $ 0.02
=========== =========== ===========
Weighted Average of Common Shares
Outstanding
Basic 2,304,659 2,297,730 2,303,807
Diluted 2,304,659 2,297,730 2,303,807
See accompanying Notes to the Unaudited Consolidated Financial Statements.
5
PHAZAR CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
AND ONE MONTH ENDED JUNE 30, 2010
Three Months Ended One Month Ended
September 30,September 30, June 30,
2010 2009 2010
(Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES: ------------ ------------ ------------
Net Income (Loss) $ 252,703 $ (285,606) $ 36,489
Adjustments to reconcile net income
(loss) to net
Cash used by operating activities:
Depreciation 32,842 33,693 10,897
Stock based compensation 31,947 111,674 10,739
Tax benefit for employee stock options - - -
Deferred federal income tax (13,306) 7,233 15,014
Changes in operating assets and liabilities:
Accounts receivable (179,600) 255,083 (458,386)
Inventories (102,529) (80,570) 49,355
Income taxes receivable (29,605) (549,880) -
Prepaid expenses and other assets (14,292) (20,157) 20,043
Accounts payable (277,810) 64,287 319,958
Accrued liabilities 106,815 (15,643) (438,992)
Federal income tax liability 142,594 - 29,605
Deferred revenues 30,960 - (178,810)
----------- ----------- -----------
Net cash used by operating activities (19,281) (479,886) (584,088)
CASH FLOWS FROM INVESTING ACTIVITIES:
Funding of note receivable (80,000) - (42,847)
Purchase of property and equipment (16,003) (7,712) -
----------- ----------- -----------
Net cash used in investing activities (96,003) (7,712) (42,847)
CASH FLOWS FROM FINANCING ACTIVITIES:
Federal income tax benefit-stock options
expenses - - -
----------- ----------- -----------
Net cash provided by financing activities - - -
Net decrease in cash and cash equivalents (115,284) (487,598) (626,935)
CASH AND CASH EQUIVALENTS, beginning
of period 1,403,839 3,036,602 2,030,774
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, end
of period $ 1,288,555 $ 2,549,004 $ 1,403,839
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFO:
Cash paid during the period for:
Interest expense $ - $ - $ -
Income taxes $ 30,500 $ - $ -
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 September 30, 2010 and
June 30, 2010, the results of operations for the three months ended September
30, 2010 and September 30, 2009, and the one month ended June 30, 2010 and the
cash flows for the three months ended September 30, 2010 and 2009 and the one
month ended June 30, 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
May 31, 2010. 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
May 31, 2010.
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. These financial statements include the
consolidated balance sheet of the Company as of June 30, 2010 and the
consolidated statement of operations and cash flows for the one month period
ended June 30, 2010. The Company chose to recast the three-month period ended
September 30, 2009 for comparative purposes in filing the first quarter Form
10-Q of fiscal year 2011.
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
7
NOTE 1 BASIS OF PRESENTATION AND CERTAIN SIGNIFICANT ACCOUNTING POLICIES
(continued)
Revenue Recognition (continued)
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.
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 2,304,659 and 2,297,730 for the three month period ended
September 30, 2010 and 2009, respectively.
Three Months Ended
September 30, September 30,
2010 2009
------------- -------------
Numerator:
Net income (loss) $ 252,703 $ (285,606)
------------ ------------
Numerator for basic and diluted
income (loss) per share $ 252,703 $ (285,606)
------------ ------------
Denominator:
Weighted-average shares outstanding-basic 2,304,659 2,297,730
Effect of dilutive securities:
Stock options - -
------------ ------------
Denominator for diluted income (loss)
per share-
Weighted-average shares 2,304,659 2,297,730
------------ ------------
Basic income (loss) per share $ 0.11 $ (0.12)
============ ============
Diluted income (loss) per share $ 0.11 $ (0.12)
============ ============
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.
8
NOTE 3 CONTINGENCIES (continued)
Litigation (continued)
The lawsuit alleges that the deceased fell to his death while climbing a
ladder inside a water tower on the University of West Florida campus to
install antennas. The lawsuit further alleges that while the deceased was
descending 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.
9
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., Tumche 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., Tumche 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. Tumche Corp. has no sales or operations.
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. designs and markets
fixed and mobile antennas for commercial wireless applications that include
cellular, PCS, ISM (instrument scientific medical), AMR (automatic meter
reading), wireless internet, wireless local area network, and other WiMax market
applications.
PHAZAR CORP is primarily a build-to-order company. As such, most United States
government and commercial orders are negotiated firm-fixed price contracts.
Change in Fiscal 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. These financial statements include the
consolidated balance sheet of the Company as of June 30, 2010 and the
consolidated statement of operations and cash flows for the one month period
ended June 30, 2010. The Company chose to recast the three-month period ended
September 30, 2009 for comparative purposes in filing the first quarter Form
10-Q of fiscal year 2011.
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.
10
Three Month Period One Month Period
Ended Ended
September 30, June 30,
------------ ------------ -------------
2010 2009 2010
Net Sales $ 2,536,304 $ 1,864,411 $ 1,005,372
Gross profit margin percent 50% 37% 53%
Net income (loss) $ 252,703 $ (285,606) $ 36,489
Net income (loss) per share $ 0.11 $ (0.12) $ 0.02
Total assets $ 8,648,807 $ 8,274,225 $ 8,391,206
Total liabilities $ 1,288,412 $ 775,140 $ 1,315,458
Capital expenditures $ 16,003 $ 7,712 $ -
Results of Operations
First Quarter Ended September 30, 2010 ("2010"), Compared to the First Quarter
Ended September 30, 2009 ("2009")
PHAZAR CORP's consolidated sales from operations were $2,536,304 for the quarter
ended September 30, 2010 compared to sales of $1,864,411 for the first quarter
ended September 30, 2009. The Company's revenue increased $671,893, or 36%,
representing a significant upturn in both the commercial products and
traditional government segments of our business.
Cost of sales and contracts from operations were $1,278,020 for the quarter
ended September 30, 2010 compared to $1,177,733 for the quarter ended September
30, 2009, up $100,287, or 8.5%. Gross profit margins for the quarter, at 50%
continue to remain strong, up 13 percentage points from the 37% gross profit
margin reported in the comparable period last year. Lower raw material costs, an
improved product mix, and longer production runs were responsible for the
improvement.
Sales and administration expenses were down 21% to $682,966 from $867,058 in the
prior year, reflecting lower legal, professional and stock compensation expense
in the current quarter ending September 30, 2010. Discretionary product
development spending for the quarter ended September 30, 2010 was $218,397, or
9% of sales, compared to $301,760, or 16% of sales for the comparable period
last year. The spending level is down $83,363, or 28% however, this is a timing
issue, as the Company intends to maintain a vigorous research and development
effort.
The Company recorded net income of $252,703, or $0.11 per share for the three
month period ended September 30, 2010 compared to a net loss of $285,606, or
$0.12 per share for the comparable period in the prior year.
11
One Month Ended June 30, 2010 ("2010"),
Consolidated sales from operations for PHAZAR CORP were $1,005,372 for the one
month period ended June 30, 2010. Cost of sales and contracts for the operations
were $476,675 with a gross profit margin of 53% for the one month period ended
June 30, 2010.
Sales and administration expenses were $352,827 which include a lower level of
burden absorbed compared to the first quarter of fiscal year 2011 along with an
increase in professional charges for the fiscal year 2010 audit and costs
related to changing the fiscal year end. There were $92,690 in discretionary
product development costs netting an operating income of $83,180 for the one
month period ended June 30, 2010.
The Company recorded net income of $36,489, or $0.02 per share for the one month
period ended June 30, 2010.
Liquidity and Capital Resources
Sources of Liquidity
Based on current trends, funds from operations, recovery of the 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 and submitted to the Board of
Directors for review and approval. In the first quarter of fiscal year 2011,
there were $16,003 in capital expenditures for new and replacement equipment
compared to $7,712 of expenditures in the first quarter of recast fiscal year
2010. There were no capital expenditures for the one month period ended June 30,
2010. The Company intends to limit the fiscal year 2011 capital program to less
than $100,000 for improvements and new equipment.
At September 30, 2010, PHAZAR CORP had cash and cash equivalents of $1,288,555.
There were $59,664 of deferred revenues at September 30, 2010.
Cash Flows
Operating Activities
Cash and cash equivalents of $1,288,555 at September 30, 2010 are down $115,284,
or 8.2% on a balance of $1,403,839 as of June 30, 2010. The primary components
comprising the negative $19,281 of cash flow from operations consists of a
$277,810 decrease in accounts payable offset by the $252,703 net income. The
decrease in accounts payable for the quarter was a timing issue regarding when
goods were received versus paid.
12
Investing Activities
Cash of $96,003 was used in investing activities during the three month period
ended September 30, 2010, which consists of $80,000 of funding for the purchase
of a senior secured convertible note obligation with warrants involving a
non-related party and $16,003 of capital expenditures. Cash of $7,712 was used
in investing activities during the three month period ended September 30, 2009,
which was used for capital expenditures.
Financing Activities
There were no financing activities during the quarters ended September 30, 2010
and 2009. At September 30, 2010 and 2009, 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.
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.
13
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, 2010 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, 2010. 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, 2010.
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
14
(b) Reports on Form 8-K.
1. 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 Directions; Appointment of
Principal Officers; and the change in fiscal year-end from
May 31 to June 30 starting in 2011.
2. On October12, 2010, the registrant filed a Form 8-K for
the purpose of providing an Earnings Release for the
quarter ended September 30, 2010
3. On October 18, 2010, the registrant filed a form 8-K for
the purpose of providing the shareholder vote at the 2010
Annual Shareholder Meeting
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
/s/GARLAND P. ASHER
Date: November 12, 2010 --------------------------------------------
Garland P. Asher, Principal Executive Officer
and Director
15
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
16