Xedar Corporation
2500 Central Avenue
Boulder, CO 80301
March 29, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Pursuant to the requirements of the Securities Exchange Act of 1934, we
are transmitting herewith the attached Form 10KSB.
Sincerely,
Hans R. Bucher
Hans R. Bucher, President
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One):
(X) Annual Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required) for the fiscal year ended
December 31, 1995
or
( ) Transition Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required) for the transition period
from ______________ to _______________________________
Commission File Number _________0-8356_________________________________
_____________________XEDAR CORPORATION_________________________________
(Name of small business issuer in its charter)
_______Colorado________________ ________84-0684753__________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2500 Central Avenue, Boulder,CO _____80301__________________
(Address of principal executive (Zip Code)
offices)
Issuer's telephone number: _____(303) 443-6441_________________
Securities registered under Section 12(b)
of the Exchange Act: NONE
Title of each class Name of each exchange on which registered
Securities registered under Section 12(g) of the Exchange Act:
______________No Par Value Common Stock - Over the Counter_____________
(Title of Class)
_______________________________________________________________________
(Title of Class)
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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.
Yes __X_ No ____
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this Form, and no disclosure
will be contained, to be the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
( X )
State issuer's revenues for its
most recent fiscal year:_$1,297,391____
State the aggregate market value Note: If determining
of the voting stock held by whether a person is an
non-affiliates computed by reference affiliate will involve
to the price at which the stock was an unreasonable effort
sold, or the average bid and asked and expense, the issuer
prices of such stock, as of a specified may calculate the aggregate
date within the past 60 days. (See defin- market value of the common
ition of affiliate in Rule 12b-2 of the equity held by non-
Exchange Act). affiliates on the basis of
reasonable assumptions, if
$ 1,045,807.00 the assumptions are stated.
(Applicable only to corporate registrants). State the number of shares
outstanding of each of the issuer's classes of common equity, as of the
latest practicable date.
No Par Value Common Stock -1,837,224 shares as of February 28, 1996.
Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part
of the Form 10-KSB (e.g., Part 1, Part II, etc.) into which the
document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933
("Securities Act"). The listed documents should be clearly described
for identification purposes (e.g. annual report to security holders for
fiscal year ended December 24, 1990).
Transitional Small Business Disclosure
Format (Check One) :
Yes _____ No __X__
DOCUMENTS INCORPORATED BY REFERENCE:
PART III - Company's definitive proxy statement to be filed pursuant
Regulation 14A relating to the annual meeting of
shareholders at which directors are to be elected.
* The aggregate fair market value was determined by multiplying the
number of outstanding shares (excluding those shares held by the
Company's officers, directors and principal shareholders) by $.75,
the average closing bid price of the Company's common stock on
February 28, 1996, such date being within 60 days prior to the date
of filing.
ITEM 1. DESCRIPTION OF BUSINESS
Business Development
Xedar Corporation (hereinafter referred to as the "Company") was
organized as a Colorado corporation on May 6, 1974. During the last
three years, the business has remained constant in form and operation.
Business of Issuer
The Company's principal business is the design, development,
fabrication and sale of high technology electro-optical equipment and
related electrical equipment, including devices such as cameras, video
systems, video amplifiers, image systems, electro-optical
transmissions, electrical test equipment, etc.
The Company's primary electro-optical equipment consists of its line
of CCD ("CCD-Charge Coupled Devices") Cameras and related equipment.
These CCD-Cameras are used in medical X-Ray diagnostic and procedural
applications as well as in scientific and research applications. The
operation and data display of these cameras is computer controlled and
the information displayed is a digital computer that can be computer
manipulated.
The Company's other operations include OEM-manufacturing of CCD-
cameras, engineering programs and single customer programs.
The Company is offering a pyro-electric vidicon camera ("P.E.V.
Camera") for sale to the general public. The P.E.V. camera is an
advanced infrared thermal imaging television camera which transmits and
displays images created by heat on a television monitor screen. The
display of the heat on the television screen is represented by varying
shades of gray, from an almost white color at higher temperatures to
gray and black at lower temperatures. The actual temperature of an
object of interest is directly measurable through the P.E.V. camera
optical system, and the emissivity corrected temperature reading is
numerically displayed in the television image.
General Production Programs and Products
The major portion of the Company's business includes the design,
development and production of CCD-Cameras for OEM customers. These
programs are in response to customer requirements and the OEM-
Production quantities are from a few cameras per year to several
hundred per year per customer.
Depending on the application and customer requirements the complexity,
resolution and data rates of the CCD Cameras vary.
The Company is presently offering the following range of cameras in end
user and OEM configurations:
Fiber Optic Coupled Cameras-In many applications, the use of lens
coupling from the image to the sensor is not suitable. This is the
case in applications where an image intensifier output phosphor is to
be imaged, or in X-ray imaging systems where the light output of the X-
ray converter screen is to be imaged. Lens coupling in these
applications is possible, however, at a great loss of the available
light due to the low coupling efficiency of a lens system. For such
applications the Company has developed a low cost technique to bond
imaging (fiber optic) FO-Tapers or windows directly to the CCD.
The FO-Tapers can have positive or negative magnification to match the
field of view required. CCD-Cameras with FO-coupling are for demanding
applications in the scientific and medical field and require low dark
current at long integration times. The Company has developed methods to
Peltier cool the CCD's to working temperatures as low as -60 degrees
Celsius.
Lens Coupled Cameras-Certain applications require less coupling to
image the object. The Company manufactures a wide range of OEM and end
user systems for such applications. Besides a single board camera with
a 1 million pixels of resolution, the Company is manufacturing a
complete camera with 4 million pixels of resolution.
Data Rates-The Company designs and manufactures CCD-Cameras with
readout data rates as low as 10 kHz and as high as 40 MHz.
Dynamic Range-The dynamic range of a camera is its ability to resolve
shades of gray. This is accomplished by digitizing the video output
signal from the CCD. The dynamic range of the CCD-Cameras designed and
manufactured by the Company range from 10 BIT (1000:1 dynamic range)
for fast readouts to 16 BIT (6500:1 dynamic range) for scientific
application readouts.
Related Engineering-Most applications of CCD-Cameras require data
transmission from the Camera to the computer. The Company has
developed parallel data links to transmit 12 BIT digital information
and has developed high speed FO-serial data links.
Engineering Programs
The Company also develops proposals in response to a set of
specifications submitted by a potential customer for the development of
specific equipment or processes. This effort may or may not result in
the development of a prototype device, depending on the nature of the
request. The potential customer generally seeks to obtain design
capabilities for the manufacture of specific electro-optical or related
high technology devices. Fees for the Company's design and development
services are often contingent upon execution of a contract with the
customer for the creation, production and manufacture of a designed
prototype.
Single Customer Production Programs
In addition to its general production program, wherein the Company
manufactures certain of its products for general sale to the public,
the Company also produces specific products for customers who have
executed pre-production contracts or an engineering contract, wherein
the Company will produce the product which it has developed and
designed, which might be a product which is not available for sale to
the general public.
Marketing and Sales
The primary emphasis of the Company's marketing and sales effort is the
sale of OEM contracts and to obtain engineering and manufacturing
contracts in related fields.
Contracts for engineering programs and single customer production
programs are usually negotiated on an ad hoc basis. Potential
customers include past customers, governmental agencies, national
laboratories and third party referrals.
Competition
The Company has incurred and will continue to incur competitive
pressure in all phases of its business. Potential competitors are
numerous, have substantially more technical resources, and possess
financial, marketing and other resources superior to those available to
the Company.
In connection with the design of electro-optical equipment, numerous
national and multi-national electronic and aerospace companies maintain
in-house capabilities to compete with the Company on a project basis.
The companies include Martin Marietta, Ball Corporation, Sanders
Associates, Loral, Hughes and Boeing. In addition, there are at least
a dozen smaller specialty firms who may compete with the Company on a
contract/bid basis. Although the Company's small size is often a
disadvantage when bidding on substantial projects, there is no
objective manner (price, warranty, services, etc.) to differentiate the
Company's design and development capabilities from those of its
competitors.
In connection with the Company's CCD-Cameras, the Company currently
competes with Photometrics, Sierra Scientific, Princeton Instruments
and several others. The Company believes that competition in the CCD-
Camera industry involves such factors as performance, price and
warranty. In this regard, the Company offers competitively priced
systems with state of the art performance from "no frills"
subassemblies to complete systems.
Additional Information
The Company's electro-optical equipment may be assembled from
components produced by various suppliers. Although the components are
highly sophisticated devices, the Company is not dependent on any
single supplier including the supply of CCD's.
Although the Company desires down payments or earnest money deposits
and periodic performance payments from customers during the fabrication
of its products, there is no assurance that customers will agree to
make such payments. Therefore, the substantial period of time between
commencement of assembly and payment upon completion may subject the
Company to increased risks and additional working capital requirements.
For the fiscal years ended December 31, 1994 and 1995, the Company
expended $197,314, and $30,784, respectively, upon Company-sponsored
research and development. The Company provides research and
development services on a fee basis for its customer's products. No
revenue associated with such services was earned in 1994 and 1995.
Compliance with federal, state and local provisions which have been
enacted or adopted regulating the discharge of materials into the
environment, or otherwise relating to the protection of the
environment, will have no material effect on capital expenditures,
earnings or the competitive position of the Company.
Employees
As of March 25, 1996, the Company employed eight persons, including its
president/treasurer, three engineers, two technicians, two
administrative personnel and one salesperson full time.
ITEM 2. DESCRIPTION OF PROPERTY
The Company leases its office and plant facilities from Central Avenue
Investment, a general partnership, which includes Hans Bucher, the
Company's president and a director, and Marlis Bucher, the Company's
secretary. The Company's facilities are located at 2500 Central Avenue,
Boulder, Colorado 80301 and consist of approximately 6,895 square feet.
The Company has periodically renewed and amended this lease and has
committed to a three-year term beginning September 15, 1993 with an
option to renew for another three years. The monthly rental is
$3,853. On each anniversary date of the lease, the lease payments will
be adjusted for the percentage increase in the consumer price index.
The Company believes that the lease is fair and reasonable and on as
beneficial terms as could be obtained from any unaffiliated third party
consistent with other rentals assessed in the market area for similar
facilities.
ITEM 3. LEGAL PROCEEDINGS
No material legal proceedings to which the Company is a party or of
which any of its property is the subject are pending and no such
proceedings are known by the Company to be contemplated. The Company
is not presently a party to any litigation or administrative
proceedings with respect to its compliance with federal, state or local
provisions which have been enacted regarding the discharge of materials
into the environment or otherwise relating to the protection of the
environment, and no such proceedings are known by the Company to be
contemplated.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders, through the
solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) The Company's common stock is traded in the over-the-counter
market. The price ranges* (in fractions of one dollar) of the bid
quotations of the Company's common stock during its last two
fiscal years, as provided to the Company by local stock brokerage
firms, are set forth below:
1994
BID
HIGH LOW
Quarter Ended:
March 31, 1994 2 1 1/4
June 30, 1994 2 1 1/4
September 30, 1994 1 1/2 1
December 31, 1994 1 1/2 1
1995
BID
HIGH LOW
Quarter Ended:
March 31, 1995 1 1/4 3/4
June 30, 1995 1 1/4 3/4
September 30, 1995 1 1/4 3/4
December 31, 1995 1 1/4 3/4
* The quotations set forth herein are representative of inter-
dealer prices. Inter-dealer markets change throughout the day
and do not include markup, markdown, or commissions.
(b) As of December 31, 1995, there were approximately 150 record
holders of the Company's common stock.
(c) The Company has not paid any cash dividends to date.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Sales and Gross Profits
During the past twelve years, the Company had three basic sources of
revenue: commercial products, design and development contracts, and
single customer production programs.
Sales by product lines for 1994 and 1995 were (in thousands):
1994 1995
Commercial Products 267 35
Design and Development Contracts 49 473
Single Customer Production Programs 828 789
1,144 1,297
===== =====
Xedar product sales of $35,518 were 3% of sales in 1995 representing a
decrease of $231,250 as compared to 1994. The marketing effort for
this product has been reduced since the sales potential for tube based
infrared cameras is almost non-existent.
Design and development contract sales increased to approximately 36% of
sales in 1995, in comparison to 4% during 1994. This increase is
primarily due to the completion of several engineering contracts which
started in 1993.
Single Customer Production Program sales decreased in 1995 and amounted
to approximately 61% of 1995 sales in comparison to 72% in 1994. This
decline is primarily due to lower deliveries of CCD cameras.
The contract for CCD cameras for Mammogram application was lost to a
competitor and Xedar will not manufacture this kind of camera for one
customer.
The Gross Profit of 41.2% for 1995 declined in comparison to 1994 were
it was 48.4% due to increased production costs.
Research and Development
A total of $38,784 were expended during 1995 representing approximately
2% of sales. The funds were used to complete an advanced CCD imaging
system and to develop the TDI-imaging technology. Limited production
units will be delivered during 1996.
Selling, General and Administrative Expenses
Selling, general and administrative expenses in 1995 amounted to
$232,746 as compared to $194,346 in 1994. These expenses increased due
to an increase in marketing expenses related to the addition of a full-
time marketing position as well as some increase in general and
administrative salaries.
Interest, Rental and Miscellaneous Income
Interest, rental and miscellaneous income was $35,689 for 1994 and
$36,050 for 1995 which came primarily from interest earned on short-
term cash investments.
Liquidity and Capital Resources
In recent years, the Company has financed its activities from cash
reserves and operations. No bank financing has been used since 1982.
As noted in the Statements of Cash Flows, cash levels increased from
1994 to 1995. The net cash provided by operations in 1995 was
$325,521. This increase in cash was then slightly reduced by capital
expenditures of $16,216 required for production, and expenditure on
patents of $20,481.
The Company has a working capital balance of $1,546,576 and a current
ratio of approximately 16 to 1 at December 31, 1995.
The Company's liquidity position is necessary to maintain its ability
to conduct in house research and development enabling it to compete in
single customer contracts and to develop a commercial product line in a
highly volatile high technology market place.
New Accounting Standards
Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation (SFAS 123), was issued by the Financial
Accounting Standards Board in October 1995. SFAS 123 establishes
financial accounting and reporting standards for stock-based employee
compensation plans as well as transactions in which an entity issues
its equity instruments to acquire goods or services from non-employees.
This statement defines a fair value based method of accounting for
employee stock option or similar equity instruments, and encourages all
entities to adopt that method of accounting for all of their employees
stock compensation plans. However, it also allows an entity to
continue to measure compensation costs for those plans using the
intrinsic value based method of accounting prescribed by APB Opinion
No. 25, Accounting for Stock Issued to Employees. Entities electing to
remain with the accounting in Opinion 25 must make proforma disclosures
of net income and, if presented, earnings per share, as if the fair
value based method of accounting defined by SFAS 123 had been applied.
SFAS 123 is applicable to fiscal years beginning after December 15,
1995. The Company currently accounts for its equity instruments using
the accounting prescribed by Opinion 25. The Company does not
currently expect to adopt the accounting prescribed by SFAS 123;
however, the Company will include the disclosures required by SFAS 123
in future financial statements.
ITEM 7. FINANCIAL STATEMENTS
Independent Auditors' Report
Board of Directors and Stockholders
Xedar Corporation
We have audited the accompanying balance sheets of Xedar Corporation as
of December 31, 1995 and 1994, and the related statements of
operations, stockholders' equity, and cash flows for the years then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Xedar
Corporation as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.
KPMG Peat Marwick LLP
Denver, Colorado
February 23, 1996
XEDAR CORPORATION
Balance Sheets
December 31, 1994 and 1995
Assets 1994 1995
Current assets:
Cash and cash equivalents $ 920,382 $1,209,296
Trade accounts receivable, less
allowance for doubtful accounts of
$2,436 in 1994 and 1995 219,617 157,415
Inventories (note 2) 311,357 283,187
Prepaid expenses 3,903 2,973
Refundable income taxes 19,039 -
Total current assets 1,474,298 1,652,871
Long-term receivable - related party
(note 3) 192,518 178,957
Property and equipment (note 4) 136,659 152,785
Less accumulated depreciation (102,979) (114,908)
33,680 37,877
Patents net 8,505 20,481
$1,709,001 $1,890,186
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable:
Trade $ 70,942 $ 38,328
Related party (note 5) 3,853 3,854
Accrued liabilities:
Accrued vacation 25,233 29,996
Accrued payroll and commissions 8,629 8,602
Payroll and other taxes 1,291 9,554
Income taxes payable - 15,961
Total current liabilities 109,948 106,295
Stockholders' equity (note 6):
Common stock, no par value. Authorized
5,000,000 shares; issued and outstanding
1,837,224 shares in 1994 and 1995 1,617,617 1,617,617
Additional paid-in capital 40 40
Retained earnings (deficit) (18,604) 166,234
Total stockholders' equity 1,599,053 1,783,891
Commitment (note 5)
$1,709,001 $1,890,186
See accompanying notes to financial statements.
XEDAR CORPORATION
Statements of Operations
Years Ended December 31, 1994 and 1995
1994 1995
Sales (note 7) $1,144,064 $1,297,391
Cost of sales 590,454 763,073
Gross Profit 553,610 534,318
Research and development expenses 197,314 30,784
Selling, general and administrative expenses 194,346 232,746
Operating Income 161,950 270,788
Interest and miscellaneous income 35,689 36,050
Earnings before income taxes 197,639 306,838
Income tax expense (note 8) 46,000 122,000
Net earnings $ 151,639 184,838
Earnings per common share (note 9) $ .08 .10
See accompanying notes to financial statements.
XEDAR CORPORATION
Statements of Stockholders' Equity
Years Ended December 31, 1994 and 1995
Common Stock
Shares Amount
Balance December 31, 1993 1,807,224 1,610,117
Stock options exercised 30,000 7,500
Net earnings - -
Balance December 31, 1994 1,837,224 1,617,617
Net earnings - -
Balance December 31, 1995 1,837,224 1,617,617
Additional Retained
paid-in earnings
capital (deficit) Total
Balance December 31, 1993 40 (170,243) 1,439,914
Stock options exercised - - 7,500
Net earnings - 151,639 151,639
Balance December 31, 1994 40 (18,604) 1,599,053
Net earnings - 184,838 184,838
Balance December 31, 1995 40 166,234 1,783,891
See accompanying notes to financial statements.
XEDAR CORPORATION
Statements of Cash Flows
Years Ended December 31, 1994 and 1995
1994 1995
Net earnings $ 151,639 184,838
Adjustments to reconcile net earnings to net cash
provided (used) by operating activities:
Depreciation of property and equipment 11,007 11,929
Amortization of patents 994 994
Loss on write-off of patents - 7,511
(Increase) decrease in assets:
Trade accounts receivable, net 18,761 62,202
Inventories (102,573) 28,170
Prepaid expenses 1,061 930
Refundable income taxes (19,039) 19,039
Long-term receivable-related party 14,667 13,561
Long-term inventories 8,080 -
Increase (decrease) in liabilities:
Accounts payable 27,952 (32,613)
Accrued liabilities 1,478 12,999
Customer deposits (69,156) -
Income taxes payable (96,000) 15,961
Net cash provided (used) by operating activities (51,129) 325,521
Cash flows used in investing activities:
Capital expenditures (10,399) (16,126)
Capitalization of patents - (20,481)
Net cash used by investing activities (10,399) (36,607)
Cash flows provided by financing activities-proceeds
from issuance of common stock 7,500 -
Net increase (decrease) in cash and cash
equivalents (54,028) 288,914
Cash and cash equivalents at beginning of year 974,410 920,382
Cash and cash equivalents at end of year 920,382 1,209,296
Supplemental disclosure of cash flow information-
cash paid during the year for income taxes 55,000 87,000
See accompanying notes to financial statements.
XEDAR CORPORATION
Notes to Financial Statements
December 31, 1994 and 1995
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
The Company's principle business is the design, development;,
fabrication and sale of high technology electro-optical equipment and
related electrical equipment, including devices such as cameras, video
systems, video amplifiers, image systems, electro-optical
transmissions, electrical test equipment, etc. The Company's products
are used in medical X-ray diagnostic and procedural applications as
well as in scientific and research applications. The Company's other
operations include OEM-manufacturing of CCD-Cameras, engineering
programs and single customer programs.
The Company's product lines include commercial products, design and
development contracts, and single customer production programs. Sales
for each of these product lines as percentage of total sales were 3%,
36% and 61%, respectively, during 1995, and 23%, 4% and 73%,
respectively, during 1994.
The Company's customers are located primarily in Colorado.
(b) Revenue Recognition
Sales of the Company's products are recognized upon shipment. Revenue
and the related expense from product development and similar contracts
are recognized when the products have been delivered or services are
performed under the terms of the contracts. Certain sales which allow
for the right of return are recorded as deferred revenue until such
right of return expires.
The Company also uses the percentage-of-completion method of accounting
for certain contracts. Under this method, gross profits on individual
contracts are recorded on the basis of the Company's estimates of the
percentage of costs incurred to date to estimated total costs for each
contract. The Company makes revisions in its cost and profit estimates
as required during the course of the contract. Such revisions are
reflected in the accounting period in which the relevant facts became
apparent. Estimated losses on contracts are accrued at the time losses
on such contracts become reasonably determinable.
If contract costs and estimated earnings exceed related billings on an
uncompleted contract, the difference is recorded as a current asset; if
billings exceed related contract costs plus estimated earnings on an
uncompleted contract, the difference is recorded as a current
liability. No amounts were recorded at December 31, 1995.
(c) Cash Equivalents
Cash equivalents of $553,000 and $550,000 at December 31, 1994 and
1995, respectively, consist of treasury bills. For purposes of the
statements of cash flows, the Company considers all highly liquid debt
instruments with original maturities of three months or less to be cash
equivalents.
(d) Inventories
Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out method. Work in process and
finished goods inventories include charges for direct material, direct
labor, and manufacturing overhead applied in relation to direct labor
and direct material.
(e) Property and Equipment
Property and equipment are carried at cost. When property is retired
or otherwise disposed of, the cost and related accumulated depreciation
are removed from the accounts and any gain or loss is recognized in the
statement of operations for the period. Depreciation is computed using
the straight-line method with rates based upon estimated useful lives.
Repairs and maintenance costs are charged to operations as incurred;
significant renewals and betterments are capitalized.
(f) Patents
Costs incurred in obtaining patents are capitalized and amortized on a
straight-line basis over the life of the patent which is estimated at
17 years. During 1995, patents with a book value of $7,511 were
allowed to lapse and were written off.
(g) Research and Development Expenses
Research and development expenses are charged to operations as
incurred.
(h) Income Taxes
Under the asset and liability method of Statement of Financial
Accounting Standard No. 109 (Statement 109), deferred tax assets and
liabilities are recognized for the future tax consequences attributable
to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes
the enactment date.
(i) Earnings Per Common Share
Earnings per common share was computed by dividing the net earnings by
the weighted average number of shares outstanding of 1,826,391 in 1994
and 1,837,224 in 1995. Stock options have not been considered in the
computation since their inclusion would have an immaterial or no
effect.
(j) Certain Significant Risks and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
(2) Inventories
Inventories consist of the following:
December 31
1994 1995
Raw Materials $ 9,086 9,405
Work in process 301,505 273,782
Finished goods 766 -
$ 311,357 283,187
Work in process is presented net of an allowance for obsolete and
excess components of $42,480 in 1994 and 1995.
(3) Long-Term Receivable - Related Party
During 1985, the Board of Directors approved the purchase of a split-
dollar life insurance plan for the Company's president. Through
December 31, 1992, the annual premiums were paid by the Company. For
years subsequent to 1992, the premiums have been or are expected to be
paid out of the earnings of the plan. The plan provides a $750,000
death benefit plus cash surrender value. The Company is named
beneficiary for $250,000 of the death benefit and does not share in
cash surrender value increases. Amounts paid by the Company on behalf
of the Company's president, prior to 1992, are considered advances to
the president and are repayable without interest. The advances are
secured by the policy benefits, including the cash surrender value,
which exceeds the carrying value of the long-term receivable at
December 31, 1995.
(4) Property and Equipment
Cost of major classes of property and equipment is as follows:
Estimated December 31
useful lives 1994 1995
Office furniture and 5 to 10 years $ 17,284 17,284
equipment
Production, laboratory 3 to 10 years 119,375 135,501
and other equipment
$ 136,659 152,785
(5) Related Party Lease
During 1978, the Company entered into a lease agreement for facilities
with a partnership, in which the Company's president and secretary are
partners. The Company has periodically renewed and amended this lease
and is committed to a three-year term which began September 15, 1993.
On each anniversary date, the lease payments are adjusted for the
percentage increase in the consumer price index. As of December 31,
1995, the monthly rental was $3,853. Unpaid rents were $3,853 and
$3,854 at December 31, 1994 and 1995, respectively.
The Company's rental expense for this lease was $44,905 for 1994 and
$46,238 for 1995. The Company's minimum lease commitment without
allowable adjustments for increases in the consumer price index is
$33,777 for 1996.
(6) Stockholders' Equity
In June 1994, the stockholders approved a nonqualified stock option
plan for the Company's Board of Directors and reserved 50,000 shares
for issuance under the plan. No options have been granted under this
plan.
Under the terms of the Company's Incentive Stock Option plan (ISO), the
Board of Directors have reserved 200,000 shares for grant. During
1990, the following options were granted at an exercise price of $.25
per share: employees, 30,000; employee, officer and director, 10,000
shares. The following options were exercised in the listed year:
Number Exercise
of shares price
1992 Employee, officer and director 10,000 $.25
1994 Employees 30,000 .25
There were no options exercised in 1995.
(7) Segment and Customer Information
The Company considers its entire operations to be included in the
design, development and fabrication of high technological electro-
optical equipment and other electronic equipment.
Significant customers have accounted for sales as follows:
Year ended
December 31
1994 1995
Customer A 15% -
Customer B 72% 82%
(8) Income Taxes
Income tax expense consists of the following:
1994 1995
Current:
Federal $ 35,000 109,000
State 11,000 13,000
46,000 122,000
Deferred:
Federal - -
State - -
- -
$ 46,000 122,000
Income tax expense differed from the amounts computed by applying the
U.S. federal income tax rate of 34% to income before income taxes as a
result of the following:
1994 1995
Computed "expected" tax expense $ 67,197 104,325
Expenses not deductible for income tax
purposes 2,345 2,100
State taxes, net of federal benefit 7,905 8,580
Effect of utilization of net operating
loss carryforwards and tax credits (31,447) -
Other - 6,995
Tax expense $ 46,000 122,000
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
December 31 are presented below:
1994 1995
Deferred tax assets:
Accounts receivable, due to allowance
for doubtful accounts $ 900 900
Compensated absences, due to accrual
for financial statement purposes 9,600 11,400
Total gross deferred tax assets 10,500 12,300
Less valuation allowance 10,500 10,800
Net deferred tax assets - 1,500
Total deferred tax liabilities - plant and
equipment, due to differences in basis and
depreciation - (1,500)
Net deferred tax account $ - -
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
NONE
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT
Information regarding the directors and executive officers of the
Registrant is incorporated by reference to the Company's definitive
proxy statement to be filed pursuant to Regulation 14A relating to the
annual meeting of shareholders at which directors are to be elected,
hereinafter referred to as "the Company's definitive proxy statement."
ITEM 10. EXECUTIVE COMPENSATION
Information regarding management remuneration and transactions is
incorporated by reference to the Company's definitive proxy statement.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information regarding the security ownership of certain beneficial
owners and management of the Company is incorporated by reference to
the Company's definitive proxy statement.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions is
incorporated by reference to the Company's definitive proxy statement.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. Financial Statements
Independent Auditors' Report
Balance Sheets - December 31, 1994 and 1995
Statements of Operations - Years ended December 31, 1994
and 1995
Statements of Stockholders' Equity - Years ended December 31,
1994 and 1995
Statements of Cash Flows - Years ended December 31, 1994
and 1995
Notes to Financial Statements
2. Exhibits: Articles of Incorporation and Bylaws of the
Company - Incorporated by reference to the Exhibits to the
Notification under Regulation A filed on December 6, 1974.
(b) No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.
SIGNATURES
In accordance with Section 13 and 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
XEDAR CORPORATION
(Registrant)
By: Hans R. Bucher
Hans R. Bucher, President
Date: March 29, 1996
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Signature Title Date
Hans R. Bucher President, Treasurer, Chief March 29, 1996
Executive and Financial
Officer, and Director
Michael J. O'Connell Director March 27, 1996
Gary A. Agron Director March 26, 1996
Marlis Bucher Secretary March 28, 1996
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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