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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Wegener Corp (PK) | USOTC:WGNR | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.012 | 0.013 | 0.0298 | 0.00 | 12:07:10 |
Delaware
|
81–0371341
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
11350 Technology Circle, Johns Creek, Georgia
|
30097-1502
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock, $.01 par value
|
Traded
Over the Counter
|
Large Accelerated Filer o | Accelerated Filer o | Non-Accelerated Filer o | Smaller reporting company x |
|
Page | |
PART I | ||
Item 1.
|
Business
|
2
|
Item 1A.
|
Risk Factors
|
11
|
Item 1B.
|
Unresolved Staff Comments
|
14
|
Item 2.
|
Properties
|
15
|
Item 3.
|
Legal Proceedings
|
15
|
Item 4.
|
(Removed and Reserved)
|
16
|
PART II
|
||
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
16
|
Item 6.
|
Selected Financial Data
|
18
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
18
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
28
|
Item 8.
|
Financial Statements and Supplementary Data
|
28
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
49
|
Item 9A.
|
Controls and Procedures
|
49
|
Item 9B.
|
Other Information
|
49
|
PART III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
50
|
Item 11.
|
Executive Compensation
|
50
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
50
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
50
|
Item 14.
|
Principal Accountant Fees and Services
|
50
|
PART IV
|
||
Item 15.
|
Exhibits and Financial Statement Schedules
|
50
|
Name and Business Experience
|
Age
|
Office Held
|
||
C. Troy Woodbury, Jr.
President and Chief Executive Officer of the Company and WCI since October 2009. Treasurer and Chief Financial Officer of the Company from June 1988 to October 2009 and Director since 1989. Treasurer and Chief Financial Officer of WCI from 1992 to October 2009. Senior Vice President of Finance of WCI from March 2002 to October 2009. Executive Vice President of WCI from July 1995 to March 2002. Chief Operating Officer of WCI from September 1992 to June 1998. Group Controller for Scientific-Atlanta, Inc. from March 1975 to June 1988.
|
64
|
President and
Chief Executive Officer
of the Company and WCI
|
||
James Traicoff
Treasurer and Chief Financial Officer of the Company and WCI since October 2009. Controller of the Company and WCI from July 1988 to October 2009.
|
61
|
Treasurer and
Chief Financial Officer
of the Company and WCI
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
REMOVED AND RESERVED
|
ITEM 5.
|
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Fiscal 2011
|
Fiscal 2010
|
|||||||
High
|
Low
|
High
|
Low
|
|||||
First Quarter
|
$.14
|
$ .07
|
$.38
|
$ .20
|
||||
Second Quarter
|
.18
|
.09
|
.29
|
.08
|
||||
Third Quarter
|
.18
|
.06
|
.30
|
.10
|
||||
Fourth Quarter
|
.08
|
.03
|
.15
|
.07
|
9/1/06
|
8/31/07
|
8/29/08
|
8/28/09
|
9/3/10
|
9/2/11
|
|
Wegener Corporation
|
100.00
|
82.54
|
46.03
|
18.25
|
7.94
|
6.35
|
NASDAQ Composite
|
100.00
|
120.88
|
109.33
|
94.74
|
100.35
|
122.93
|
NASDAQ Telecommunications
|
100.00
|
140.77
|
119.37
|
100.87
|
100.61
|
106.58
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding Options
(a)
|
Weighted-Average Exercise Price of Outstanding Options
(b)
|
Number of Securities Remaining Available for Future Issuance Under the Plans (Excluding Securities Reflected in Column (a))
(c)
|
|||||||||
Equity Compensation Plans
Approved by Security Holders |
1,308,875 | $ | 0.74 | 1,352,500 | ||||||||
Equity Compensation Plans
Not Approved by Security Holders |
- | - | - | |||||||||
Total
|
1,308,8375 | $ | 0.74 | 1,352,500 |
ITEM 6.
|
SELECTED FINANCIAL DATA
|
September 2,
2011 |
September 3,
2010 |
August 28,
2009
|
August 29,
2008
|
August 31,
2007
|
||||||||||||||||
Revenues, net | $ | 9,111 | $ | 8,921 | $ | 12,655 | $ | 21,494 | $ | 21,546 | ||||||||||
Operating (loss) income (a)
|
(1,100 | ) | (1,841 | ) | (2,477 | ) | 540 | (613 | ) | |||||||||||
Net (loss) earnings (a)
|
(1,466 | ) | (2,313 | ) | (2,606 | ) | 383 | (753 | ) | |||||||||||
Net (loss) earnings per share
|
||||||||||||||||||||
Basic
|
$ | (.11 | ) | $ | (.18 | ) | $ | (.21 | ) | $ | .03 | $ | (.06 | ) | ||||||
Diluted
|
$ | (.11 | ) | $ | (.18 | ) | $ | (.21 | ) | $ | .03 | $ | (.06 | ) | ||||||
Cash dividends paid per share (b)
|
- | - | - | - | - | |||||||||||||||
Total assets
|
$ | 7,285 | $ | 8,362 | $ | 9,542 | $ | 13,213 | $ | 12,812 | ||||||||||
Long-term obligations inclusive
of current maturities
|
- | - | - | - | - |
(a)
|
The year ended August 29, 2008 includes a fourth quarter gain on sale of patents of $894,000.
|
(b)
|
We have never paid cash dividends on our Common Stock and do not intend to pay cash dividends in the foreseeable future. Additionally, our line of credit precludes the payment of dividends.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
|
September 2,
2011 |
September 3,
2010 |
|||||||
Revenues, net
|
100.0 | % | 100.0 | % | ||||
Cost of revenues
|
65.2 | 70.1 | ||||||
Gross margin
|
34.8 | 29.9 | ||||||
Selling, general, and administrative
|
33.3 | 37.7 | ||||||
Research and development
|
13.5 | 12.9 | ||||||
Operating (loss) income
|
(12.0 | ) | (20.6 | ) | ||||
Interest expense
|
(4.1 | ) | (5.3 | ) | ||||
Net (loss) earnings
|
(16.1 | )% | (25.9 | )% |
Payments Due by Period
|
||||||||||||||||
Contractual Obligations
|
Total
|
One Year
|
2 –3 Years
|
4 –5 Years
|
||||||||||||
Operating leases
|
$ | 94,000 | $ | 65,000 | $ | 29,000 | $ | - | ||||||||
Line of credit
|
4,250,000 | 4,250,000 | - | - | ||||||||||||
Purchase commitments
|
1,444,000 | 1,444,000 | - | - | ||||||||||||
Total
|
$ | 5,788,000 | $ | 5,759,000 | $ | 29,000 | $ | - |
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Page
|
|
Management’s Statement of Responsibility
|
29
|
Report of Independent Registered Public Accounting Firm (Habif, Arogeti & Wynne, LLP)
|
30
|
Consolidated Statements of Operations
|
|
Years ended September 2, 2011 and September 3, 2010
|
31
|
Consolidated Balance Sheets
|
|
As of September 2, 2011 and September 3, 2010.
|
32
|
Consolidated Statements of Capital Deficit
|
|
Years ended September 2, 2011 and September 3, 2010
|
33
|
Consolidated Statements of Cash Flows
|
|
Years ended September 2, 2011 and September 3, 2010
|
34
|
Notes to Consolidated Financial Statements
|
35
|
Consolidated Supporting Schedules Filed:
|
|
Schedule II-Valuation and Qualifying Accounts
|
|
Years ended September 2, 2011 and September 3, 2010
|
52
|
Years ended
|
||||||||
September 2,
2011 |
September 3,
2010 |
|||||||
Revenues, net
|
$ | 9,110,823 | $ | 8,921,419 | ||||
Operating costs and expenses
|
||||||||
Cost of revenues
|
5,943,828 | 6,252,225 | ||||||
Selling, general and administrative
|
3,035,497 | 3,362,234 | ||||||
Research and development
|
1,231,672 | 1,148,211 | ||||||
Operating costs and expenses
|
10,210,997 | 10,762,670 | ||||||
Operating loss
|
(1,100,174 | ) | (1,841,251 | ) | ||||
Interest expense-related party
|
(340,189 | ) | (448,426 | ) | ||||
Interest expense
|
(26,048 | ) | (23,703 | ) | ||||
Net loss
|
$ | (1,466,411 | ) | $ | (2,313,380 | ) | ||
Net loss per share | ||||||||
Basic and diluted
|
$ | (.11 | ) | $ | (.18 | ) | ||
Shares used in per share calculation | ||||||||
Basic and diluted
|
13,019,304 | 12,647,051 |
September 2,
2011
|
September 3,
2010
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
475,548
|
$
|
231,091
|
||||
Accounts receivable, net
|
2,056,339
|
1,633,971
|
||||||
Inventories, net
|
1,530,366
|
3,145,090
|
||||||
Other
|
268,092
|
234,986
|
||||||
Total current assets
|
4,330,345
|
5,245,138
|
||||||
Property and equipment, net
|
1,469,206
|
1,618,015
|
||||||
Capitalized software costs, net
|
1,287,638
|
1,263,405
|
||||||
Other assets
|
197,400
|
234,944
|
||||||
Total assets
|
$
|
7,284,589
|
$
|
8,361,502
|
||||
Liabilities and Capital Deficit
|
||||||||
Current liabilities
|
||||||||
Line of credit-related party
|
$
|
4,250,000
|
$
|
3,850,000
|
||||
Accounts payable
|
1,813,493
|
2,142,114
|
||||||
Accrued expenses
|
2,069,636
|
1,731,522
|
||||||
Deferred revenue
|
401,480
|
529,583
|
||||||
Customer deposits
|
237,204
|
239,971
|
||||||
Total current liabilities
|
8,771,813
|
8,493,190
|
||||||
Commitments and contingencies
|
||||||||
Capital deficit
|
||||||||
Preferred stock, $20.00 par value; 250,000 shares authorized; none issued and outstanding
|
-
|
-
|
||||||
Common stock, $.01 par value; 30,000,000 shares authorized; 13,147,051 and 12,647,051
shares issued and outstanding
|
131,471
|
126,471
|
||||||
Additional paid-in capital
|
20,112,577
|
20,006,702
|
||||||
Accumulated deficit
|
(21,731,272
|
)
|
(20,264,861
|
)
|
||||
Total capital deficit
|
(1,487,224
|
)
|
(131,688
|
)
|
||||
Total liabilities and capital deficit
|
$
|
7,284,589
|
$
|
8,361,502
|
Common Stock
|
||||||||||||||||
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
|||||||||||||
BALANCE at August 28, 2009
|
12,647,051
|
$
|
126,471
|
$
|
20,006,702
|
$
|
(17,951,481
|
)
|
||||||||
Net loss for the year
|
-
|
-
|
-
|
(2,313,380
|
)
|
|||||||||||
BALANCE at September 3, 2010
|
12,647,051
|
$
|
126,471
|
$
|
20,006,702
|
$
|
(20,264,861
|
)
|
||||||||
Common stock awards
|
500,000
|
5,000
|
57,500
|
-
|
||||||||||||
Share based compensation
|
-
|
-
|
48,375
|
-
|
||||||||||||
Net loss for the year
|
-
|
-
|
-
|
(1,466,411
|
)
|
|||||||||||
BALANCE at September 2, 2011
|
13,147,051
|
$
|
131,471
|
$
|
20,112,577
|
$
|
(21,731,272
|
)
|
Years Ended
|
||||||||
September 2,
2011 |
September 3,
2010 |
|||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$
|
(1,466,411
|
)
|
$
|
(2,313,380
|
)
|
||
Adjustments to reconcile net loss to cash provided by operating activities
|
||||||||
Depreciation and amortization
|
1,104,494
|
1,099,368
|
||||||
Share-based compensation expense
|
110,875
|
-
|
||||||
Increase in provision for bad debts
|
133,000
|
80,000
|
||||||
Increase in provision for inventory reserves
|
110,000
|
90,000
|
||||||
Increase (decrease) in provision for warranty reserves
|
112,000
|
50,000
|
||||||
Changes in assets and liabilities
|
||||||||
Accounts receivable
|
(555,368
|
)
|
(132,045
|
)
|
||||
Inventories
|
1,504,724
|
1,228,496
|
||||||
Other assets
|
(32,520
|
)
|
(63,310
|
)
|
||||
Accounts payable
|
(328,621
|
)
|
177,747
|
|||||
Accrued expenses
|
226,114
|
157,597
|
||||||
Deferred revenue
|
(128,103
|
)
|
(39,090
|
)
|
||||
Customer deposits
|
(2,767
|
)
|
(263,981
|
)
|
||||
Net cash provided by operating activities
|
787,417
|
71,402
|
||||||
Cash flows from investing activities
|
||||||||
Property and equipment expenditures
|
(44,289
|
)
|
(38,958
|
)
|
||||
Capitalized software additions
|
(898,671
|
)
|
(848,240
|
)
|
||||
License agreements, patents, and trademark expenditures
|
-
|
(7,501
|
)
|
|||||
Net cash used for investing activities operating activities
|
(942,960
|
)
|
(894,699
|
)
|
||||
Cash flows from financing activities
|
||||||||
Change in borrowings under revolving line-of-credit-related party
|
400,000
|
1,050,912
|
||||||
Proceeds from note payable
|
-
|
250,000
|
||||||
Repayment of note payable
|
-
|
(250,000
|
)
|
|||||
Net cash provided by financing activities
|
400,000
|
1,050,912
|
||||||
Increase in cash
|
244,457
|
227,615
|
||||||
Cash, beginning of year
|
231,091
|
3,476
|
||||||
Cash, end of year
|
$
|
475,548
|
$
|
231,091
|
||||
Supplementary information:
|
||||||||
Cash paid for interest
|
$
|
25,856
|
$
|
35,639
|
Years ended
|
||||||||
September 2,
2011
|
September 3,
2010
|
|||||||
Basic and diluted
|
||||||||
Net loss
|
$
|
(1,466,411
|
)
|
$
|
(2,313,380
|
)
|
||
Weighted average shares outstanding
|
13,019,304
|
12,647,051
|
||||||
Net loss per share
|
$
|
(.11
|
)
|
$
|
(.18
|
)
|
Years ended
|
||||||||
September 2,
2011
|
September 3,
2010
|
|||||||
Common stock options:
|
|
|
||||||
Number of underlying shares | 1,308,875 | 665,375 | ||||||
Range of exercise prices | $ | .125 to $2.50 | $ | .63 to $2.50 |
•
|
Level 1 – Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 – Observable inputs, other than quoted prices included in Level 1, such as quoted prices for markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
|
September 2,
2011
|
September 3,
2010
|
|||||||
Accounts receivable – trade
|
$ | 2,321,372 | $ | 1,743,411 | ||||
Other receivables
|
- | 30,253 | ||||||
2,321,372 | 1,773,664 | |||||||
Less: allowance for doubtful accounts
|
(265,033 | ) | (139,693 | ) | ||||
Accounts receivable, net
|
$ | 2,056,339 | $ | 1,633,971 |
September 2,
2011
|
September 3,
2010
|
|||||||
Raw materials
|
$ | 2,317,852 | $ | 3,641,664 | ||||
Work-in-process
|
649,384 | 703,531 | ||||||
Finished goods
|
2,450,746 | 3,275,183 | ||||||
5,417,982 | 7,620,378 | |||||||
Less: inventory reserves
|
(3,887,616 | ) | (4,475,288 | ) | ||||
Inventories, net
|
$ | 1,530,366 | $ | 3,145,090 |
Estimated
Useful Lives
(Years)
|
September 2,
2011
|
September 3,
2010
|
||||||||||
Land
|
- | $ | 707,210 | $ | 707,210 | |||||||
Buildings and improvements
|
3-30 | 3,802,373 | 3,778,469 | |||||||||
Machinery and equipment
|
3-5 | 9,949,547 | 10,447,085 | |||||||||
Furniture and fixtures
|
5 | 587,136 | 587,136 | |||||||||
Total property and equipment
|
15,046,266 | 15,519,900 | ||||||||||
Less accumulated depreciation
|
(13,577,060 | ) | (13,901,885 | ) | ||||||||
Property and equipment, net
|
$ | 1,469,206 | $ | 1,618,015 |
September 2, 2011
|
||||||||||||
Cost
|
Accumulated
Amortization
|
Net
|
||||||||||
License agreements
|
$ | 958,800 | $ | (958,800 | ) | $ | - | |||||
Patents and patent applications
|
299,540 | (118,221 | ) | 181,319 | ||||||||
Trademarks and trademark applications
|
82,820 | (73,628 | ) | 9,192 | ||||||||
Other
|
6,889 | - | 6,889 | |||||||||
$ | 1,348,049 | $ | (1,150,649 | ) | $ | 197,400 |
September 3, 2010
|
||||||||||||
Cost
|
Accumulated
Amortization
|
Net
|
||||||||||
License agreements
|
$ | 958,800 | $ | (958,800 | ) | $ | - | |||||
Patents and patent applications
|
300,124 | (89,407 | ) | 210,717 | ||||||||
Trademarks and trademark applications
|
82,820 | (65,482 | ) | 17,338 | ||||||||
Other
|
6,889 | - | 6,889 | |||||||||
$ | 1,348,633 | $ | (1,113,689 | ) | $ | 234,944 |
September 2,
2011
|
September 3,
2010
|
|||||||
Vacation
|
$ | 573,212 | $ | 538,268 | ||||
Interest | 777,589 | 436,490 | ||||||
Payroll and related expenses | 109,889 | 101,939 | ||||||
Royalties | 194,671 | 99,212 | ||||||
Warranty | 122,638 | 136,448 | ||||||
Taxes and insurance | 34,757 | 97,810 | ||||||
Commissions | 31,529 | 23,413 | ||||||
Professional fees | 195,476 | 155,238 | ||||||
Other | 29,875 | 142,704 | ||||||
$ | 2,069,636 | $ | 1,731,522 |
Years Ended
|
||||||||
September 2,
2011
|
September 3,
2010
|
|||||||
Statutory U.S. income tax rate
|
34.0% | 34.0% | ||||||
State taxes, net of federal benefits
|
2.0 | 2.0 | ||||||
Valuation allowance
|
(34.8) | (36.0) | ||||||
Non-deductible expenses
|
(1.1) | (.1) | ||||||
Other, net
|
(.1) | .1 | ||||||
Effective income tax rate
|
-% | -% |
September 2,
2011
|
September 3,
2010
|
|||||||
Deferred tax assets (liabilities):
|
||||||||
Inventory reserves
|
$
|
2,224,000
|
$
|
2,290,000
|
||||
Accounts receivable allowance
|
101,000
|
53,000
|
||||||
Accrued expenses
|
311,000
|
256,000
|
||||||
Net operating loss carryforwards
|
5,637,000
|
5,167,000
|
||||||
AMT credit carryovers
|
134,000
|
134,000
|
||||||
Depreciation
|
71,000
|
93,000
|
||||||
Capitalized software costs
|
(490,000
|
)
|
(480,000
|
)
|
||||
Other
|
(10,000
|
)
|
(63,000
|
)
|
||||
Deferred tax assets
|
7,978,000
|
7,450,000
|
||||||
Valuation allowance
|
(7, 978,000
|
)
|
(7,450,000
|
)
|
||||
Net deferred tax asset
|
$
|
-
|
$
|
-
|
||||
Consolidated balance sheet classifications:
|
||||||||
Current deferred tax asset
|
$
|
2,699,000
|
$
|
2,610,000
|
||||
Noncurrent deferred tax asset
|
5,279,000
|
4,840,000
|
||||||
Valuation allowance
|
(7,978,000
|
)
|
(7,450,000
|
)
|
||||
Net deferred tax asset
|
$
|
-
|
$
|
-
|
|
Number
of Shares
|
Range of
Exercise Prices
|
Weighted
Average
Exercise Price
|
|||||||||
Outstanding at: | ||||||||||||
August 28, 2009
|
731,375
|
$
|
.63 – 2.50
|
$
|
1.42
|
|||||||
Forfeited or cancelled
|
(66,000
|
)
|
2.31
|
2.31
|
||||||||
Outstanding at:
|
||||||||||||
September 3, 2010
|
665,375
|
$
|
.63 – 2.50
|
$
|
1.33
|
|||||||
Granted
|
663,700
|
.125 – .1375
|
.126
|
|||||||||
Forfeited or cancelled
|
(20,200
|
)
|
.125 – .63
|
.22
|
||||||||
Outstanding at September 2, 2011
|
1,308,875
|
$
|
.125 – 2.50
|
$
|
.74
|
|||||||
Available for issue at September 2, 2011
|
1,352,500
|
-
|
-
|
|||||||||
Options exercisable at:
|
||||||||||||
September 2, 2011
|
1,308,875
|
$
|
.125 – 2.50
|
$
|
.74
|
|||||||
September 3, 2010
|
665,375
|
$
|
.63 – 2.50
|
$
|
1.33
|
Years ended
|
||||||||
September 2,
2011 |
September 3,
2010
|
|||||||
Direct Broadcast Satellite
|
$ | 8,711,536 | $ | 8,516,561 | ||||
Analog and Custom Products | - | 16,875 | ||||||
Service | 399,287 | 387,983 | ||||||
Revenues, net
|
$ | 9,110,823 | $ | 8,921,419 |
Years ended
|
||||||
September 2,
2011 |
September 3,
2010
|
|||||
Products:
|
|
|
||||
Private network receivers | 11.5% | 13.3% | ||||
iPump media servers | 29.5% | (a) | ||||
Professional and broadcast receivers | (a) | 11.9% | ||||
SMD 515 set top boxes | (a) | (a) | ||||
Audio broadcast receivers | 25.4% | 28.0% | ||||
Network control products | (a) | 11.4% |
(a)
|
Revenues for the year were less than 10% of total revenues.
|
Years ended
|
||||||||
September 2,
2011
|
September 3,
2010
|
|||||||
Geographic Area:
|
||||||||
United States
|
$
|
6,481,592
|
$
|
7,119,816
|
||||
Canada
|
76,399
|
48,650
|
||||||
Europe
|
660,256
|
1,235,258
|
||||||
Latin America and Mexico
|
1,769,891
|
336,850
|
||||||
Other
|
122,685
|
180,845
|
||||||
Revenues, net
|
$
|
9,110,823
|
$
|
8,921,419
|
Years ended
|
||||||
September 2,
2011 |
September 3,
2010 |
|||||
Customer 1
|
24.6% | 22.8% | ||||
Customer 2 | (a) | 10.7% | ||||
Customer 3 | 17.7% | (a) |
(a)
|
Revenues for the year were less than 10% of total revenues.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a) |
(2)
|
The following consolidated financial statements schedule for Wegener Corporation and subsidiary is included herein:
|
(a) |
(3)
|
The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index below.
|
(b)
|
See Part IV, Item 15(a) (3).
|
(c)
|
See Part IV, item 15(a) (2).
|
Balance at
Beginning
of Period
|
Charged to
Costs and
Expenses
|
Write-offs
|
Recoveries
|
Balance at
End of
Period
|
||||||||||||||||
Allowance for doubtful
accounts receivable:
|
||||||||||||||||||||
Year ended September 2, 2011
|
$ | 139,693 | $ | 133,000 | $ | (7,660 | ) | $ | - | $ | 265,033 | |||||||||
Year ended September 3, 2010
|
$ | 146,010 | $ | 80,000 | $ | (86,317 | ) | $ | - | $ | 139,693 | |||||||||
Inventory Reserves:
|
||||||||||||||||||||
Year ended September 2, 2011
|
$ | 4,475,288 | $ | 110,000 | $ | (967,172 | ) | $ | 269,500 | $ | 3,887,616 | |||||||||
Year ended September 3, 2010
|
$ | 4,689,357 | $ | 90,000 | $ | (304,069 | ) | $ | - | $ | 4,475,288 | |||||||||
Accrued Warranty:
|
||||||||||||||||||||
Year ended September 2, 2011
|
$ | 136,448 | $ | 112,000 | $ | (125,810 | ) | $ | - | $ | 122,638 | |||||||||
Year ended September 3, 2010
|
$ | 98,882 | $ | 50,000 | $ | (12,434 | ) | $ | - | $ | 136,448 |
Exhibit No.
|
Description of Exhibit
|
|
3.1
|
Certificate of Incorporation as amended through May 4, 1989. (1)
|
|
3.1.1
|
Amendment to Certificate of Incorporation. (2)
|
|
3.1.2
|
Amendment to Certificate of Incorporation effective January 27, 2009.
|
|
3.2
|
By-laws of the Company, as Amended and Restated May 17, 2006. (19)
|
|
3.2.1
|
Amendments to Article III, Section 3.2 and Article XII of the By-laws of the Company, effective as of September 29, 2006. (4)
|
|
4.1
|
See By-Laws and Certificate of Incorporation, Exhibits 3.1 and 3.2. See Articles II and VIII of the By-Laws and Article IV of the Certificate.
|
|
4.2
|
Loan and Security Agreement and Demand Note dated June 5, 1996, by and between Wegener Communications, Inc. and LaSalle National Bank respecting $8,500,000 combined revolving credit note and term note. (5)
|
|
4.2.1
|
Loan and Security Agreement – First Amendment dated August 4, 1998, by and between Wegener Communications, Inc. and LaSalle National Bank respecting $10,000,000 combined revolving credit note and term note. (6)
|
|
4.2.2
|
Loan and Security Agreement – Third Amendment dated December 11, 2000, by and between Wegener Communications, Inc., and LaSalle National Bank respecting $10,000,000 combined revolving credit note and term note. (7)
|
|
4.2.3
|
Loan and Security Agreement – Fourth Amendment dated March 28, 2002, by and between Wegener Communications, Inc., and LaSalle National Bank respecting $5,000,000 combined revolving credit note and term note. (8)
|
|
4.2.4
|
Loan and Security Agreement – Fifth Amendment dated June 27, 2003, by and between Wegener Communications, Inc. and LaSalle National Bank respecting $5,000,000 combined revolving credit note and term note. (9)
|
|
4.2.5
|
Loan and Security Agreement – Sixth Amendment dated June 27, 2004, by and between Wegener Communications, Inc. and LaSalle National Bank respecting $5,000,000 combined revolving credit note and term note. (10)
|
|
4.2.6
|
Loan and Security Agreement – Seventh Amendment dated July 13, 2006, by and between Wegener Communications, Inc. and LaSalle National Bank respecting $5,000,000 combined revolving credit note and term note. (20)
|
|
4.2.7
|
Loan and Security Agreement – Eighth Amendment dated November 15, 2006, by and between Wegener Communications, Inc. and LaSalle National Bank respecting $5,000,000 combined revolving credit note and term note. (20)
|
Exhibit No.
|
Description of Exhibit
|
|
4.2.8
|
Loan and Security Agreement – Ninth Amendment dated June 28, 2007, by and between Wegener Communications, Inc. and LaSalle National Bank respecting $5,000,000 combined revolving credit note and term note. (21)
|
|
4.2.9
|
Loan and Security Agreement – Tenth Amendment dated September 8, 2008, by and between Wegener Communications, Inc. and LaSalle National Bank respecting $5,000,000 combined revolving credit note and term note.
|
|
4.2.10
|
Loan and Security Agreement – Eleventh Amendment dated September 14, 2009, by and between Wegener Communications, Inc. and LaSalle National Bank respecting $4,000,000 combined revolving credit note and term note. (23)
|
|
4.2.11
|
Loan and Security Agreement –Twelfth Amendment dated October 8, 2009, by and between Wegener Communications, Inc. and The David E. Chymiak Trust Dated December 15, 1999, as assignee of the Bank of America, N.A.,
successor interest by merger to LaSalle Bank National Association, respecting $4,000,000 combined revolving credit note and term note. (24)
|
|
4.2.12
|
Loan and Security Agreement –Thirteenth Amendment dated June 11, 2010, by and between Wegener Communications, Inc. and The David E. Chymiak Trust Dated December 15, 1999, as assignee of the Bank of America, N.A.,
successor interest by merger to LaSalle Bank National Association, respecting $4,000,000 combined revolving credit note and term note. (25)
|
|
4.2.13
|
Loan and Security Agreement –Fourteenth Amendment dated September 3, 2010, by and between Wegener Communications, Inc. and The David E. Chymiak Trust Dated December 15, 1999, as assignee of the Bank of America, N.A.,
successor interest by merger to LaSalle Bank National Association, respecting $4,250,000 combined revolving credit note and term note. (27)
|
|
4.2.14
|
Loan and Security Agreement –Fiftteenth Amendment dated November 8, 2010, by and between Wegener Communications, Inc. and The David E. Chymiak Trust Dated December 15, 1999, as assignee of the Bank of America, N.A.,
successor interest by merger to LaSalle Bank National Association, respecting $4,250,000 combined revolving credit note and term note. (28)
|
|
4.2.15
|
Loan and Security Agreement –Sixteenth Amendment dated April 13, 2011, by and between Wegener Communications, Inc. and The David E. Chymiak Trust Dated December 15, 1999, as assignee of the Bank of America, N.A.,
successor interest by merger to LaSalle Bank National Association, respecting $4,250,000 combined revolving credit note and term note. (29)
|
|
4.2.16
|
Loan and Security Agreement –Seventeenth Amendment dated June 29, 2011, by and between Wegener Communications, Inc. and The David E. Chymiak Trust Dated December 15, 1999, as assignee of the Bank of America, N.A.,
successor interest by merger to LaSalle Bank National Association, respecting $4,250,000 combined revolving credit note and term note. (30)
|
|
4.3
|
Stockholder Rights Agreement. (3)
|
|
4.3.1
|
Amendment No. 1, dated as of September 29, 2006, to the Company’s Stockholder Rights Agreement. (4)
|
|
10.1
|
License Agreement, Distributorship and Supply Agreement, and Purchase Pooling and Warehouse Agreement dated May 28, 1994, by and between Wegener Communications, Inc. and Cross Technologies, Inc. (11)
|
|
Exhibit No.
|
Description of Exhibit
|
|
10.2
|
Wegener Communications, Inc. 401(k) Profit Sharing Plan and Trust dated January 1, 1982, amended and restated as of January 1, 1984. (12)
|
|
10.3
|
1989 Directors’ Incentive Plan. (13)
|
|
10.3.1
|
Amendment to 1989 Directors’ Incentive Plan effective February 1, 1995. (14)
|
|
10.4
|
1998 Incentive Plan. (15)
|
|
10.5
|
Form of Agreement between Wegener Corporation and Robert A. Placek, Ned L. Mountain, and C. Troy Woodbury, Jr. respecting severance payments in the event of a change of control. (16)
|
|
10.6
|
Director Compensation Plan for 2004. (17)
|
|
10.7
|
Agreement, dated September 29, 2006, by and among Wegener Corporation, Henry Partners, L.P., Matthew Partners, L.P., Henry Investment Trust, L.P., and David W. Wright. (4)
|
|
10.8
|
*
|
Executive Compensation for the fiscal year ended September 2, 2011.
|
10.9
|
Patent Purchase Agreement effective as of May 22, 2008, by and between Wegener Communications, Inc. and EPAX Consulting Limited Liability Company.(22)
|
|
10.10
|
Amendments to Agreement between Wegener Corporation and Ned L. Mountain, and C. Troy Woodbury, Jr., respectively, respecting severance payments in the event of a change of control.
|
|
10.11
|
Agreement between Wegener Corporation and Robert A. Placek respecting payments in the event of termination of employment.
|
|
10.12
|
2010 Incentive Plan (26)
|
|
10.13
|
2011 Incentive Plan (31)
|
|
14.1
|
Wegener Corporation Code of Business Conduct and Ethics. (18)
|
|
21.1
|
Subsidiary of the Registrant. (17)
|
|
23.1
|
*
|
Consent of Habif, Arogeti & Wynne, LLP.
|
31.1
|
*
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
*
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
*
|
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
*
|
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
(1)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended September 1, 1989, as filed with the Commission on November 30, 1989.+
|
|
(2)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 30, 1997, as filed with the Commission on June 30, 1997.+
|
|
(3)
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated May 1, 2003, as filed with the Commission on May 6, 2003.+
|
|
(4)
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated September 29, 2006, as filed with the Commission on October 3, 2006.+
|
|
(5)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended August 30, 1996, as filed with the Commission on November 27, 1996.+
|
|
(6)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended August 28, 1998, as filed with the Commission on November 10, 1998.+
|
|
(7)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 2, 2001, as filed with the Commission on April 16, 2001.+
|
|
(8)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2002, as filed with the Commission on Jun e 28, 2002.+
|
|
(9)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 30, 2003, as filed with the Commission on July 9, 2003.+
|
|
(10)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 28, 2004, as filed with the Commission on July 12, 2004.+
|
|
(11)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended September 2, 1994, as filed with the Commission on December 16, 1994.+
|
|
(12)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K/A for the fiscal year ended September 2, 2005, as filed with the Commission on January 10, 2006.+
|
|
(13)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 1990, as filed with the Commission on November 29, 1990.+
|
|
(14)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended September 1, 1995, as filed with the Commission on December 14, 1995.+
|
|
(15)
|
Incorporated by reference to the Company’s Registration Statement on Form S-8 (No. 333-51205), as filed with the Commission on April 28, 1998.
|
|
(16)
|
Incorporated by reference to the Company’s Schedule 14D-9, as filed with the Commission on May 6, 2003.+
|
|
(17)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended September 3, 2004, as filed with the Commission on December 2, 2004.+
|
|
(18)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended August 29, 2003, as filed with the Commission on November 26, 2003.+
|
|
(19)
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated May 17, 2006, as filed with the Commission on May 22, 2006.+
|
|
(20)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended September 1, 2006, as filed with the Commission on November 30, 2006.+
|
|
(21)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 1, 2007, as filed with the Commission on July 16, 2007.+
|
|
(22)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 30, 2008, as filed with the Commission on July 10, 2008.+
|
|
(23)
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated September 13, 2009, as filed with the Commission on September 17, 2009.+
|
|
(24)
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated October 8, 2009, as filed with the Commission on October 14, 2009.+
|
|
(25)
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated June 11, 2010, as filed with the Commission on June 14, 2010.+
|
|
(26)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended
February 26, 2010
, as filed with the Commission on April 12, 2010.+
|
|
(27)
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated September 3
, 2010
, as filed with the Commission on September 7
, 2010
.+
|
|
(28)
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated November 8
, 2010
, as filed with the Commission on November 9
, 2010
.+
|
|
(29)
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated April 13
, 2011
, as filed with the Commission on April 14
, 2011
.+
|
|
(30)
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated June 29
, 2011
, as filed with the Commission on June 29
, 2011
.+
|
|
(31)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended
March 4, 2011
, as filed with the Commission on April 18, 2011.+
|
|
+
|
SEC file No. 0-11003
|
WEGENER CORPORATION | |||
Date: December 1, 2011
|
By:
|
/s/ C. Troy Woodbury, Jr. | |
C. Troy Woodbury, Jr. | |||
President and Chief Executive Officer | |||
Signature
|
Title
|
|
||
/s/ Robert A. Placek
|
Chairman of the Board, Director
|
|
||
Robert A. Placek
|
||||
/s/ C. Troy Woodbury, Jr.
|
President and Chief Executive Officer, Director
|
|
||
C. Troy Woodbury, Jr.
|
(Principal Executive Officer)
|
|||
/s/ James Traicoff
|
Treasurer and Chief Financial Officer
|
|
||
James Traicoff
|
(Principal Financial and Accounting Officer)
|
|||
/s/ Phylis Eagle-Oldson | Director | |||
Phylis Eagle-Oldson | ||||
/s/ Jeffrey J. Haas | Director | |||
Jeffrey J. Haas | ||||
/s/ Stephen J. Lococo | Director | |||
Stephen J. Lococo | ||||
DIRECTORS
Robert A. Placek
Chairman of the Board
Phylis Eagle-Oldson
President and Chief Executive
Officer of Emma L. Bowen
Foundation
Jeffrey J. Haas
Professor of Law
New York Law School
Stephen J. Lococo
President and Portfolio
Manager of Footprints Asset
Management & Research
C. Troy Woodbury, Jr.
President and Chief
Executive Officer
Wegener Corporation and Wegener Communications, Inc.
|
OFFICERS
C. Troy Woodbury, Jr.
President and Chief
Executive Officer
James Traicoff
Treasurer and Chief
Financial Officer
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Habif, Arogeti &Wynne, LLP
5 Concourse Parkway
Suite 1000
Atlanta, Georgia 30328
TRANSFER AGENT
Securities Transfer Corporation
2591 Dallas Parkway
Suite 102
Frisco, Texas 75034
CORPORATE
HEADQUARTERS
11350 Technology Circle
Johns Creek /Atlanta, Georgia 30097-1502
ANNUAL MEETING
The annual meeting of stockholders will be held on January 31, 2012 at 9:00 a.m. at the Corporate Headquarters.
COMMON STOCK
OTCQB Symbol: WGNR.PK
|
High | Low | |||||||
Fiscal Year Ended September 2, 2011 | ||||||||
First Quarter
|
$ | .14 | $ | .07 | ||||
Second Quarter
|
.18 | .09 | ||||||
Third Quarter
|
.18 | .06 | ||||||
Fourth Quarter
|
.08 | .03 |
First Quarter
|
$ | .38 | $ | .20 | ||||
Second Quarter
|
.29 | . 08 | ||||||
Third Quarter
|
.30 | .10 | ||||||
Fourth Quarter
|
.15 | .07 |
1 Year Wegener (PK) Chart |
1 Month Wegener (PK) Chart |
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