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UNITED STATES
SECURITIES AND EXCHANGE COMMISSSION
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, 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 registrant as specified in its charter)
   
Delaware
(State or other jurisdiction of Incorporation or organization)
75-1907070
(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)
   
Securities registered pursuant to Section 12(b) of the Act
   
 
Title of each class
Common Stock, $0.01 par value
Name of each exchange
on which registered
NASDAQ Stock Market
   
Securities registered pursuant to Section 12(g) of the Act: None
_________________________________

Indicate by check mark whether the Registrant (1) has filed all reports required 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 to such filing requirements for the past 90 days.  Yes þ  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).  Yes þ  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 12-b2 of the Exchange Act.
 
Large accelerated filer £
Accelerated filer £
Non-accelerated filer (do not check if a smaller
reporting company) £
Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  oYes  xNo

As of October 31, 2012, 2,396,228 shares of Common Stock were outstanding.

 
 

 

PHAZAR CORP AND SUBSIDIARIES
INDEX TO FORM 10-Q
 
    PAGE
PART I
FINANCIAL INFORMATION
NUMBER
 
   
     
 
     
   
3
 
     
   
4
 
     
   
5
 
   
6
 
 
 
    8
 
 
10
 
   
10
 
   
10
 
PART II
OTHER INFORMATION
   
 
 
10
 
 
11
 
 
11
 
   
11
 
 
Certifications
 
15
 
 
2

 

 
CONSOLIDATED BALANCE SHEETS
 
SEPTEMBER 30, 2012 AND JUNE 30, 2012
 
             
   
September 30, 2012
(Unaudited)
   
June 30, 2012
 
             
CURRENT ASSETS
 
 
   
 
 
    Cash and cash equivalents
  $ 797,814     $ 528,876  
    Accounts receivable:
               
          Trade, net of allowance for doubtful accounts of $0
               
          as of September 30, 2012 and June 30, 2012
    414,766       880,342  
     Inventories
    1,904,988       2,376,427  
     Note receivable
    1,523,465       1,477,161  
     Prepaid expenses and other assets
    92,128       95,231  
     Income taxes receivable
    29,321       29,321  
     Deferred income taxes
    206,536       211,674  
     Total current assets
    4,969,018       5,599,032  
                 
     Property and equipment, net
    964,622       997,426  
                 
     Long - term deferred income tax
    306,893       301,547  
 
TOTAL ASSETS
  $ 6,240,533     $ 6,898,005  
                 
                 
CURRENT LIABILITIES
               
     Accounts payable
  $ 170,653     $ 274,628  
     Accrued liabilities
    366,728       300,637  
     Deferred revenues
    164,500       19,619  
     Liabilities held for discontinued operations
    114,571       114,571  
     Total current liabilities
  $ 816,452     $ 709,455  
                 
                 
TOTAL LIABILITIES
  $ 816,452     $ 709,455  
                 
                 
COMMITMENTS AND CONTINGENCIES
               
                 
SHAREHOLDERS’ EQUITY
               
Preferred Stock, $1 par, 2,000,000 shares authorized, none issued
               
    or outstanding, attributes to be determined when issued
    -       -  
                 
Common stock, $0.01 par, 6,000,000 shares authorized
               
     and 2,394,228, and 2,391,628 issued on September 30, 2012 and
     June 30, 2012, respectively
    23,943       23,917  
 
               
Additional paid in capital
    4,756,677       4,735,800  
Treasury stock, at cost, 74,691 shares on September 30, 2012 and
     June 30, 2012
    (215,918 )     (215,918 )
Retained earnings
    859,379       1,644,751  
    Total shareholders’ equity
    5,424,081       6,188,550  
                 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
  $ 6,240,533     $ 6,898,005  

See accompanying Notes to the Unaudited Consolidated Financial Statements.
 
 
3

 
 
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
 
       
   
Three Months Ended
 
   
September 30, 2012
(Unaudited)
   
September 30, 2011
(Unaudited)
 
Sales and contract revenues
  $ 1,159,836     $ 1,415,218  
Cost of sales and contracts
    1,319,406       779,319  
    Gross profit (loss)
    (159,570 )     635,899  
 
               
Selling, general  and administration expenses
    537,996       745,370  
Research and development costs
    174,096       99,462  
Total operating  expenses
    712,092       844,832  
                 
    Operating loss
    (871,662 )     (208,933 )
                 
Other income
               
     Interest income (net)
    17,319       38,292  
     Other income
    68,971       6,480  
Total other income
    86,290       44,772  
                 
Loss from operations before income taxes
    (785,372 )     (164,161 )
                 
Income tax expense (benefit)
    -       (55,815 )
                 
Net loss before discontinued operations
    (785,372 )     (108,346 )
                 
Loss from discontinued operations
    -       (18,044 )
Income tax benefit from discontinued operations
    -       6,135  
Net loss from discontinued operations
  $ -     $ (11,909 )
                 
Net loss
  $ (785,372 )   $ (120,255 )
                 
Basic loss per common share
               
  Continuing operations
  $ (0.34 )   $ (0.05 )
  Discontinued operations
    (0.00 )     (0.00 )
    Net loss
  $ (0.34 )   $ (0.05 )
                 
Diluted loss per common share
               
  Continuing operations
  $ (0.34 )   $ (0.05 )
  Discontinued operations
    (0.00 )     (0.00 )
    Net loss
  $ (0.34 )   $ (0.05 )
                 
Basic weighted average of common shares outstanding
    2,311,559       2,311,124  
Diluted weighted average of common shares outstanding
    2,311,559       2,311,124  

See accompanying Notes to the Unaudited Consolidated Financial Statements.
 
 
4

 

 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
 
       
   
Three Months Ended
 
   
September 30, 2012
   
September 30, 2011
 
   
(Unaudited)
   
(Unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (785,372 )   $ (120,255 )
  Adjustments to reconcile net loss to net cash
               
  provided by  operating activities:
               
       Depreciation
    32,804       32,347  
       Provision for slow moving inventory
    600,000       -  
       Loss from discontinued operations
    -       11,909  
       Stock based compensation
    20,903       18,066  
       Deferred federal income tax
    (208 )     (4,191 )
  Changes in operating assets and liabilities:
               
       Accounts receivable
    465,576       335,698  
       Inventories
    (128,561 )     (130,683 )
       Income taxes receivable
    -       (56,579 )
       Prepaid expenses and other assets
    3,103       44,142  
       Accounts payable
    (103,975 )     90,646  
       Accrued liabilities
    66,091       150,468  
       Deferred revenues
    144,881       (2,355 )
       Net cash used in discontinued operations
    -       (75,398 )
           Net cash provided by  operating activities
    315,242       293,815  
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
  Funding of note receivable
    (46,304 )     (148,034 )
   Purchase of property and equipment
    -       (37,250 )
          Net cash used in investing activities
    (46,304 )     (185,284 )
                 
                 
Net increase in cash and cash equivalents
    268,938       108,531  
CASH AND CASH EQUIVALENTS, beginning of period
    528,876       1,169,318  
CASH AND CASH EQUIVALENTS, end of period
  $ 797,814     $ 1,277,849  

See accompanying Notes to the Unaudited Consolidated Financial Statements.

 
5

 

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, with the exception of an adjustment to slow moving inventory reserve as noted below) necessary to present fairly the financial position as of September 30, 2012 and June 30, 2012, the results of operations for the three months ended September 30, 2012 and September 30, 2011, and the cash flows for the three months ended September 30, 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, 2012.  These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended June 30, 2012.

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.

The Company changed its policy in estimating slow moving inventory to more accurately value inventory that may have become impaired or obsolete due to advancing technology or changes in demand of product by some customers.  The new policy to estimate the slow moving reserve will be based on a sliding scale reserve that increases on a separate and distinct level as raw material and finished goods age.  As such, the Company incurred a charge of approximately $600,000 which represents a reserve of $197,794 and $402,206 against the raw material and finished goods inventories, respectively.

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 2,311,559 and 2,311,124 for the three month periods ended September 30, 2012 and 2011, respectively.

   
Three Months Ended
 
   
September 30, 2012
   
September 30, 2011
 
Numerator:
           
Net loss
  $ (785,372 )   $ (120,255 )
Numerator for basic and diluted
loss per share
  $ (785,372 )   $ (120,255 )
                 
Denominator:
               
Weighted-average shares outstanding-basic
    2,311,559       2,311,124  
Effect of dilutive securities:
               
Stock options
    -       -  
                 
Denominator for diluted loss per share-
Weighted-average shares
    2,311,559       2,311,124  
                 
      Basic loss per share
  $ (0.34 )   $ (0.05 )
                 
      Diluted loss per share
  $ (0.34 )   $ (0.05 )

NOTE 3     CONTINGENCIES

Legal Proceedings
 
Neither PHAZAR CORP nor any of its subsidiaries are currently parties to any litigation or arbitrations.

NOTE 4     SUBSEQUENT EVENTS

Mr. Garland P. Asher, resigned as President, Chief Executive Officer and Director of PHAZAR CORP and all positions of the subsidiaries of PHAZAR CORP on October 1, 2012.  Mr. Asher will be consulting with the Company pursuant to a consulting agreement through December 31, 2012, under which he will be paid consulting fees of approximately $40,000 through the remainder of the calendar year.

The Board of Directors of PHAZAR CORP appointed Robert E. Fitzgerald as President and Chief Executive
Officer and Director for the Company, effective October 1, 2012.  Mr. Fitzgerald’s current term as Director will expire at the Company’s next annual meeting of shareholders.  In conjunction with his employment agreement, Mr. Fitzgerald was granted options to purchase 160,000 shares of common stock of the Company, which vest over a five year period.

 
7

 

PHAZAR CORP AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Company Overview

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

PHAZAR CORP operates as a holding company with Antenna Products Corporation, Phazar Antenna Corp., and Thirco, Inc. as its wholly owned subsidiaries.  Antenna Products Corporation and Phazar Antenna Corp. are operating subsidiaries with Thirco, Inc. serving as an equipment leasing company to PHAZAR CORP’s operating units.  Antenna Products Corporation designs, manufactures and markets standard and custom antennas, guyed and self-supported towers, support structures, masts and communication accessories worldwide.  The United States Government, military and civilian agencies and prime contractors are Antenna Products Corporation’s principal customers.  Phazar Antenna Corp. supplies a broad range of multiple band antennas for the telecommunication market.
 
PHAZAR CORP is primarily a build-to-order company.  As such, most United States government and commercial orders are negotiated firm-fixed price contracts.

Executive Level Overview

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

   
Three Month Period Ended
September 30,
 
   
2012
   
2011
 
 
Net Sales
  $ 1,159,836     $ 1,415,218  
                 
Gross profit (loss) margin percent
    (14 )%     45 %
                 
Net loss
  $ (785,372 )   $ (120,255 )
 
Net loss per share
  $ (0.34 )   $ (0.05 )
                 
Total assets
  $ 6,240,533     $ 7,607,262  
                 
Total liabilities
  $ 816,452     $ 857,229  
                 
Capital expenditures
  $ -     $ 37,250  

Results of Operations

First Quarter Ended September 30, 2012 (“2012”), Compared to the First Quarter Ended September 30, 2011 (“2011”)

PHAZAR CORP’s consolidated sales from operations were $1,159,836 for the quarter ended September 30, 2012 compared to sales of $1,415,218 for the first quarter ended September 30, 2011.  The Company’s revenue decreased $255,382 or 18%, as sales from our Shipboard and safety climb product lines are down $123,755 and $108,045, respectively, quarter over quarter.

 
8

 
 
Cost of sales and contracts from operations were $1,319,406 for the quarter ended September 30, 2012 compared to $779,319 for the quarter ended September 30, 2011, up $540,087, or 69%. The $540,087 increase consists of approximately $600,000 reserve for slow moving inventory offset by a $59,943 (or 8%) decline in cost of goods sold on back of 18% decrease in sales quarter over quarter. The Company reviewed its policy in estimating slow moving inventory to more readily identify inventory that may have become impaired or obsolete due to advancing technology and changes in demand of product by some customers.  As such, the Company incurred a charge of approximately $600,000 which represents a reserve of $197,794 and $402,206 against the raw material and finished goods inventories, respectively.  Gross profit margins for the quarter, at 38% before the slow moving inventory charge, were down seven basis points from the 45% gross profit margin reported in the comparable period last year, related to a higher level of overhead rates and a change in product mix.

Sales and administration expense of $537,996 is down $207,374 or 27.8%  for the three month period ended September 30, 2012 compared to the prior year expense of $745,370 related to an increase in plant utilization overhead.  Research and development costs of $174,096 were up $74,634, for the three months ended September 30, 2012 compared to $99,462 in the prior year.  The increase represents continued product development for the commercial wireless product line.

The Company recorded a net loss of $785,372, or $0.34 per share for the three month period ended September 30, 2012 compared to net loss of $120,255, or $0.05 per share for the comparable period in the prior year.

Liquidity and Capital Resources

Sources of Liquidity

Based on current trends, funds from operations, current cash balances and its reasonable belief on available bank financing, PHAZAR CORP believes there are sufficient resources to run the Company’s operations for at least the next twelve months.

Capital Requirements

Management of the operating subsidiaries evaluates the facilities and reviews equipment requirements for existing and projected contracts on a regular basis.  In the first quarter of fiscal year 2013, there were no capital expenditures for new and replacement equipment compared to $37,250 of expenditures in the first quarter of fiscal year 2012.  At this time, the Company does not anticipate any significant capital expenditures for improvements and new equipment during fiscal year 2013.

At September 30, 2012, PHAZAR CORP had cash and cash equivalents of $797,814.  There were $164,500 of  deferred revenues as of September 30, 2012.

Cash Flows

Operating Activities

Cash and cash equivalents of $797,814 at September 30, 2012 are up $268,938, or 50.9% on a balance of $528,876 as of June 30, 2012. The primary components comprising the positive $268,938 of cash flow from operations consist of a $471,439 decrease in inventory, $465,576 decrease in accounts receivable offset by the net loss of $785,372.  The decrease in inventory is attributed to the approximate $600,000 charge associated with a change to the slow moving inventory estimate offset by a $128,561 increase in work in progress inventory. The decrease in accounts receivable reflects the decline in revenues for the quarter ended September 30, 2012.

Investing Activities

Cash of $46,304 was used in investing activities during the three month period ended September 30, 2012, for funding of a note receivable.

Financing Activities

There were no financing activities during the quarters ended September 30, 2012 and 2011.  At September 30, 2012 and 2011, PHAZAR CORP had no long-term debt outstanding.
 
 
9

 
 
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


Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and disposition of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of our Company’s subsidiaries.

The Company has had no change during the quarter ending September 30, 2012 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


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

 
10

 
 
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 
 
(b)  Reports on Form 8-K
 
   
On July 20, 2012, the registrant filed a Form 8-K for the purpose of announcing the pending retirement of Garland P. Asher, Chairman, President and CEO
     
    On August 22, 2012, the registrant filed a Form 8-K for the purpose of announcing its fourth quarter 2012 financial results 
     
    On October 3, 2012, the registrant filed a Form 8-K for the purpose of announcing the appointment of Robert E. Fitzgerald as President, Chief Executive Officer and Director 



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

 
 
PHAZAR CORP
 
   
   
Date: November 9, 2012
/s/Robert E. Fitzgerald
 
 
Robert E. Fitzgerald, Principal Executive Officer
 
 
and Director
 
 
 
11

 
 
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 -
Employment Agreement with Robert Fitzgerald dated October 1, 2012 (attached)
 
Exhibit 14.1-
Code of Ethics and Business Conduct for the Senior Executive Officers and Senior Financial Officers incorporated by reference to the like numbered exhibit in the Registrant's annual report on form 10-KSB for the fiscal year ended May 31, 2004, filed on August 6, 2004
 
Exhibit 21. -
A list of all subsidiaries of the Registrant, incorporated by reference to the like numbered exhibit in the Registrant's Annual Report on Form 10-KSB/A for the fiscal year ended May 31, 2000 filed on February 20, 2004
 
Exhibit 23.1 -
Consent of Weaver and Tidwell, L.L.P. incorporated by reference to the like numbered exhibit in the Registrant's Form 10-K for the fiscal year ended June 30, 2012, filed on September 22, 2012
 
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
 
 
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