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 December 31, 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
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(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: 2,381,728 as of February 4, 2011.
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 -
December 31, 2010 (unaudited), and May 31, 2010 3
Consolidated Statements of Operations (unaudited) -
Three and Six Months Ended December 31, 2010 and 2009 4
Consolidated Statements of Cash Flows (unaudited) -
Six Months Ended December 31, 2010 and 2009 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 11
Management's Evaluation of Internal Control over
Financial Reporting 11
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 14
Certifications
2
Item 1. Financial Statements
PHAZAR CORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2010 AND MAY 31, 2010
December 31, 2010 May 31, 2010
(Unaudited)
CURRENT ASSETS ------------- -------------
Cash and cash equivalents $ 1,085,240 $ 2,030,774
Accounts receivable:
Trade, net of allowance for doubtful accounts
of $0 as of December 31, 2010 and May 31, 2010 1,678,897 748,671
Note receivable 599,993 432,146
Inventories 3,685,653 3,481,074
Prepaid expenses and other assets 67,706 95,586
Income taxes receivable 94,000 316,374
Deferred income taxes 96,439 105,314
------------ ------------
Total current assets 7,307,928 7,209,939
Property and equipment, net 1,109,381 1,170,090
Long - term deferred income tax 249,605 232,188
------------ ------------
TOTAL ASSETS $ 8,666,914 $ 8,612,217
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 653,236 $ 477,111
Accrued liabilities 543,690 899,072
Deferred revenues 51,351 207,514
------------ ------------
Total current liabilities 1,248,277 1,583,697
TOTAL LIABILITIES 1,248,277 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
2,380,928 and 2,378,428 issued and outstanding 23,810 23,785
Additional paid in capital 4,480,474 4,403,261
Treasury stock, at cost, 74,691 shares in May and
December, 2010 (215,918) (215,918)
Retained earnings 3,130,271 2,817,392
------------ ------------
Total shareholders' equity 7,418,637 7,028,520
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 8,666,914 $ 8,612,217
============ ============
See accompanying Notes to the Unaudited Consolidated Financial Statements.
3
PHAZAR CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2010 AND 2009
Three Months Ended Six Months Ended
December 31, December 31,
2010 2009 2010 2009
------------ ------------ ------------ ------------
Sales and contract revenues $ 2,321,528 $ 2,148,286 $ 4,857,832 $ 4,012,697
Cost of sales and contracts 1,447,346 951,475 2,725,366 2,129,208
----------- ----------- ----------- -----------
Gross profit 874,182 1,196,811 2,132,466 1,883,489
Selling,general and administration
expenses 657,772 832,699 1,340,738 1,699,757
Research and development costs 234,135 326,637 452,532 628,397
----------- ----------- ----------- -----------
Total selling,general and
administration expenses 891,907 1,159,336 1,793,270 2,328,154
Operating income (loss) (17,725) 37,475 339,196 (444,665)
Other income (expense)
Interest income (net) 14,257 2,178 27,546 37,421
Other income (expense) 9,096 (32,247) 21,770 (23,220)
----------- ----------- ----------- -----------
Total other income (expense) 23,353 (30,069) 49,316 14,201
Income (loss) from operations before
income taxes 5,628 7,406 388,512 (430,464)
Income tax expense (benefit) (18,054) 9,294 112,127 (142,970)
----------- ----------- ----------- -----------
Net income (loss) $ 23,682 $ (1,888) $ 276,385 $ (287,494)
=========== =========== =========== ===========
Basic income (loss) per common share $ 0.01 $ (0.00) $ 0.12 $ (0.13)
=========== =========== =========== ===========
Diluted income(loss)per common share $ 0.01 $ (0.00) $ 0.12 $ (0.13)
=========== =========== =========== ===========
Basic weighted average of common
shares outstanding 2,305,713 2,299,330 2,305,186 2,298,530
Diluted weighted average of common
shares outstanding 2,318,677 2,299,330 2,308,052 2,298,530
See accompanying Notes to the Unaudited Consolidated Financial Statements.
4
PHAZAR CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED DECEMBER 31, 2010 AND 2009
Six Months Ended
December 31, December 31,
2010 2009
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 276,385 $ (287,494)
Adjustments to reconcile net income (loss)
to net cash used by operating activities:
Depreciation 65,813 67,388
Stock based compensation 66,510 148,462
Deferred income tax expense (23,559) (103,192)
Changes in operating assets and liabilities:
Accounts receivable (471,840) 248,572
Inventories (253,934) (225,976)
Income taxes receivable 192,769 (31,029)
Prepaid expenses and other assets 7,836 (8,715)
Accounts payable (143,833) (5,441)
Accrued liabilities 83,610 (82,947)
Deferred revenues 22,647 -
------------ ------------
Net cash used by operating activities (177,596) (280,372)
CASH FLOWS FROM INVESTING ACTIVITIES:
Funding of note receivable (125,000) (190,000)
Purchase of property and equipment (16,003) (7,712)
------------ ------------
Net cash used by investing activities (141,003) (197,712)
CASH FLOWS FROM FINANCING ACTIVITIES:
- -
------------ ------------
Net cash provided by financing activities - -
Net decrease in cash and cash equivalents (318,599) (478,084)
CASH AND CASH EQUIVALENTS, beginning of period 1,403,839 3,036,602
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 1,085,240 $ 2,558,518
============ ============
See accompanying Notes to the Unaudited Consolidated Financial Statements.
5
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 December 31, 2010 the
results of operations for the three and six months ended December 31, 2010 and
December 31, 2009, and the cash flows for the six months ended December 31, 2010
and 2009. 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. Those 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
December 31, 2009 for comparative purposes in filing the second 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 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 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.
6
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 2,305,186 and 2,298,530 for the six month period ended
December 31, 2010 and 2009, respectively.
Six Months Ended
December 31, 2010 December 31,
2009
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Numerator:
Net income (loss) $ 276,385 $ (287,494)
------------ ------------
Numerator for basic and diluted income
(loss) per share $ 276,385 $ (287,494)
------------ ------------
Denominator:
Weighted-average shares outstanding-basic 2,305,186 2,298,530
Effect of dilutive securities:
Stock options 2,866
------------ ------------
Denominator for diluted income (loss) per
share-
Weighted-average shares 2,308,052 2,298,530
------------ ------------
Basic income (loss) per share $ 0.12 $ (0.13)
============ ============
Diluted income (loss) per share $ 0.12 $ (0.13)
============ ============
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 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.
7
NOTE 4 SUBSEQUENT EVENTS
On January 6, 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 the commercial viability and profitability was
unlikely to be achievable in the foreseeable future and voted to discontinue
further development. As a result a discontinued business expense estimated
to be less than $600,000 will be recognized in the third fiscal quarter
ended March 31, 2011.
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. 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. Those 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
December 31, 2009 for comparative purposes in filing the second quarter Form
10-Q of fiscal year 2011.
8
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 Six Month Period Ended
December 31, December 31,
------------ ------------ ------------ ------------
2010 2009 2010 2009
Net Sales $ 2,321,528 $ 2,148,286 $ 4,857,832 $ 4,012,697
Gross profit margin percent 38% 56% 44% 47%
Net income (loss) $ 23,682 $ (1,888) $ 276,385 $ (287,494)
Net income (loss) per share $ 0.01 $ (0.00) $ 0.12 (0.13)
Total assets $ 8,666,914 $ 8,168,090 $ 8,666,914 $ 8,168,090
Total liabilities $ 1,248,277 $ 638,108 $ 1,248,277 $ 638,108
Capital expenditures $ - $ - $ 16,003 $ 7,712
Results of Operations
Second Quarter Ended December 31, 2010 ("2011"), Compared to the Second Quarter
Ended December 31, 2009 ("2010")
PHAZAR CORP's consolidated sales from operations were $2,321,528 for the quarter
ended December 31, 2010 compared to sales of $2,148,286 for the second quarter
ended December 31, 2009. The Company's revenue increased $173,242, or 8%,
representing a significant upturn in both the commercial products and
traditional government segments of our business.
Cost of sales and contracts from operations were $1,447,346 for the quarter
ended December 31, 2010, compared to $951,475 for the quarter ended December 31,
2009, up $495,871, or 52%. Gross profit margins for the quarter, at 38% is down
18 percentage points from the 56% gross margin reported in the comparable period
last year. Start up expenses related to new tower designs for a customer order
was the primary factor in the decline.
Sales and administration expenses were down 21% for the quarter ended December
31, 2010, to $657,772 from $832,699 in the prior year, reflecting continued
increase in plant utilization rates. Discretionary product development spending
for the quarter ended December 31, 2010 was $234,135, or 10% of sales, compared
to $326,637, or 15% of sales for the comparable period last year.
The Company recorded net income of $23,682, or $0.01 per share for the three
month period ended December 31, 2010 compared to a net loss of $1,888, or $0.00
per share for the comparable period in the prior year.
Six Months Ended December 31, 2010 ("2011"), Compared to the Six Months Ended
December 31, 2009 ("2010")
9
Consolidated sales from operations for PHAZAR CORP were $4,857,832 for the six
months ended December 31, 2010 compared to $4,012,697 for the six months ended
December 31, 2009. The Company's sales increased by $845,135, or 21%,
representing a continued upturn in both the commercial products and traditional
government segments of our business.
Costs of sales and contracts from operations were $2,725,366 for the six months
ended December 31, 2010 compared to $2,129,208 for the comparable period in
fiscal year 2010, up $596,158, or 28%. The movement in cost of sales is
attributed to an increase in plant utilization rates and start up expenses
related to new tower designs for a customer order. The increase resulted in a
three percentage point decline in the gross profit margin for the six month
period ended December 31, 2010, at 44% compared to 47% for the same period in
prior year.
Sales and administration expenses of $1,340,738 were down $359,019, or 21% for
the six months ended December 31, 2010 compared to $1,699,757 for the six month
period ended December 31, 2009. The decrease in sales and administration expense
reflects lower stock compensation expense along with an increase in plant
utilization rates.
Discretionary product development spending for the six month period ended
December 31, 2010 was $452,532, or 9% of sales, compared to $628,397, or 16% of
sales for the comparable period last year. Year over year there is a decrease of
$175,865, or 28%.
The Company recorded a net income of $276,385, or $0.12 per share for the six
month period ended December 31, 2010 compared to a net loss of $287,494, or
$0.13 per share for the comparable period in 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 six month period ended December 31, 2010, there were $16,003 in capital
expenditures for new and replacement equipment compared to $7,712 of
expenditures in the comparable period of recast fiscal year 2010.
At December 31, 2010, PHAZAR CORP had cash and cash equivalents of $1,085,240.
There was $51,351 of deferred revenues at December 31, 2010.
Cash Flows
Operating Activities
Cash and cash equivalents of $1,085,240 at December 31, 2010 are down $318,599,
or 22.6% on a balance of $1,403,839 as of June 30, 2010. The primary components
10
comprising the negative $177,596 of cash flow from operations consists of a
$471,840 increase in accounts receivable, a $253,934 increase in inventories
offset by the $276,385 net income. The increase in accounts receivable for the
six month period ended December 31, 2010 was the result of slow payments by
customers during the holiday season.
Investing Activities
Cash of $141,003 was used in investing activities during the six month period
ended December 31, 2010, which consists of $125,000 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 $197,712 was used
in investing activities during the six month period ended December 31, 2009,
which was used for funding for the purchase of a senior secured convertible note
obligation and capital expenditures.
Financing Activities
There were no financing activities during the six month period ended December
31, 2010 and 2009. At December 31, 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
11
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 December 31, 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 December 31, 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 December 31, 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.
12
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.
1. On October 21, 2010, the registrant filed a Form 8-K for the purpose
of announcing a major website upgrade for Antenna Products
Corporation
2. On November 11,2011, 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
3. 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
4. On February 2, 2011, the registrant filed a Form 8-K for the purpose
of announcing the appointment of an additional director
13
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: February 9, 2011 ---------------------------------------------
Garland P. Asher, Principal Executive Officer
and Director
14
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
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