Xedar Corporation
2500 Central Avenue
Boulder, CO 80301
March 27, 2000
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.
The filing fee of $250.00 has been remitted by wire to the
Mellon Bank for our CIK account.
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 Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended
December 25, 1999
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
for the transition period from to
Commission File Number 0-8356
XEDAR CORPORATION
(Exact name of registrant as specified in its charter)
Colorado
(State or other jurisdiction of incorporation or organization)
84-0684753
(I.R.S. Employer Identification No.)
2500 Central Avenue, Boulder, CO 80301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number incl. Area code:(303) 443-6441
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class Name of each exchange on which registered
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
(Title of class)
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (#229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by
non-affiliates of the registrant: $248,389 at December 25, 1999.
The number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: 1,837,224
common shares as of February 29, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's definitive proxy statement to be filed pursuant to
Regulation 14A relating to the annual meeting of stockholders and
the Articles of Incorporation and Bylaws of the Company are herein
incorporated by reference in Part III and IV of the Form 10-KSB.
PART I
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.
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-("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 on 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.
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 can range 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 working temperatures to as low as
- -60 degrees Celsius.
Lens Coupled Cameras - Certain applications require lens 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 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 cameras 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 experienced and will continue to experience 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 Lockheed Martin,
Ball Corporation, Loral and Philips. 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 Sierra Scientific, Dalsa 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 CCDs.
Although the Company requests 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 26, 1998 and
December 25, 1999, the Company expended $102,730 and $43,470
respectively, upon Company-sponsored research and development.
The Company offers research and development services on a fee
basis for its customers' products. No revenue associated with
such services was earned in 1998 or 1999.
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, are not expected to have a material effect
on capital expenditures, earnings or the competitive position of
the Company.
Employees
As of December 25, 1999, the Company employed five persons,
including its president/treasurer, one engineer, two technicians
and one administrative personnel, full time.
ITEM 2. DESCRIPTION OF PROPERTY
The Company leases its office and plant facilities from Central
Avenue Investment, a general partnership, whose partners include
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, 1999 with an option to renew for another
three years. The monthly rental is $4,170. 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:
1998 1999
Quarter ended: High Low High Low
March 28/March 27 $ 2/3 1/3 5/16 3/16
June 27/June 26 2/3 1/3 5/16 3/16
September 26/September 25 5/16 3/16 5/16 3/16
December 26/December 25 5/16 3/16 5/16 3/16
* 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 25, 1999, 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 AND PLAN OF OPERATION
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Sales and Gross Profits
During the past sixteen 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 1998 and 1999 were (in thousands):
1998 1999
Commercial Products $ 4 $ 8
Design and Development Contracts 120 99
Single Customer Production Programs 15 138
$ 139 $ 245
===== =====
Xedar product sales were $8,000 in 1999 for repairs only. The sales
potential for the tube-based infrared cameras is non-existent and the
Company no longer offers this product. At this time, the Company is not
offering any standard product into the imaging market, but is concentrating
on development of special purpose imaging systems for OEM and scientific
applications.
Design and development contract sales decreased by $21,000 and
amounted to approximately 40% of sales in 1999 in comparison to 86%
during 1998. The Company is pursuing several contract opportunities with
various potential customers and has received a contract for a small color
camera for one prototype and delivery of eighty units over a period of
twelve months and another contract for sixty units with delivery of eight
units a month. These deliveries started in November 1999.
Single customer production program sales increased in 1999 and
amounted to approximately 56% of 1999 sales in comparison to 11% in 1998
due to delivery of production units.
The gross profit for 1999 was negative due to limited sales volume
and underabsorption of overhead costs.
Research and Development
A total of $43,470 was expended during 1999, representing
approximately 17% of sales, compared to $102,730 expended in 1998.
The funds were used to develop special purpose imaging systems for
OEM and scientific applications.
Selling, General and Administrative Expenses
Selling, general and administrative expenses in 1999 amounted
to $145,233 as compared to $178,726 in 1998. These expenses
decreased by $33,493 in 1999 due to lower marketing and support
costs.
Interest and Miscellaneous Income
Interest and miscellaneous income was $25,590 for 1999 and
$102,400 for 1998 primarily representing interest earned on
short-term cash investments and an income tax refund received in 1998.
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 and
cash equivalents decreased from 1998 to 1999. The net cash used
by operations in 1999 was $451,437.
The Company has working capital of $586,211 and a current
ratio of approximately 7 to 1 at December 25, 1999.
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.
Year 2000 Issue
The Company has assessed "Year 2000" issues within each of its
significant computer systems and applications and concluded that the
software being utilized is not date sensitive and adequately recognizes
a four-digit year. The Company has not identified any mission critical
systems which are not expected to be compliant or cannot be circumvented
manually.
The failure to correct a material Year 2000 problem could result in an
interruption in, or failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the
Company's operations, liquidity and financial condition. Due to the
general uncertainty inherent in the Year 2000 problem, resulting in part
from the uncertainty of the Year 2000 readiness of third party suppliers,
the Company is unable to determine at this time whether the consequences
of Year 2000 failures will have a material impact in the Company's
operations, liquidity or financial condition. The Company has not
expended any money to rectify Year 2000 issues and expects to not incur
any such expenses in the future.
Forward-Looking Statements
Except for the historical information contained herein, the
matters set forth in this 10-KSB are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to risks and uncertainties that may cause
actual results to differ materially. These risks are detailed from
time to time in the Company's periodic reports filed with the Securities
and Exchange Commission, including the Company's Annual Report
on Form 10-KSB, Quarterly Reports on Form 10-QSB and other periodic
filings. These forward-looking statements speak only as of the
date hereof. The Company disclaims any intent or obligation to
update these forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS
Independent Auditors' Report
The Board of Directors and Stockholders
Xedar Corporation:
We have audited the accompanying balance sheets of Xedar Corporation
as of December 25, 1999 and the related statements of operations,
stockholders' equity, and cash flows for the 52 weeks 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 audit. The financial statements of
Xedar Corporation as of December 26, 1998 were audited by other auditors
whose report dated February 12, 1999, expressed an unqualified opinion
on those statements.
We conducted our audit 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 audit provides 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 25, 1999 and the results of its
operations and its cash flows for the 52 weeks then ended, in
conformity with generally accepted accounting principles.
Jensen Burcham Stelmack Edwards LLP
Certified Public Accountants
Longmont, Colorado
February 24, 2000
XEDAR CORPORATION
Balance Sheets
December 25, 1999 and December 26, 1998
Assets
1999 1998
Current assets:
Cash and cash equivalents $ 377,008 $ 828,445
Trade accounts receivable,
less allowance for doubtful
accounts of $2,436 in 1999
and 1998 116,301 43,826
Interest receivable - 5,000
Inventories (note 2) 153,204 33,551
Prepaid expenses 2,007 4,669
Total current assets 648,520 915,491
Long-term receivable from
related party (note 3) 145,494 154,521
Property and equipment, at cost
(note 4) 141,307 141,307
Less accumulated depreciation (127,666) (118,930)
13,641 22,377
Patents, net 12,558 13,517
Total assets $ 820,213 $1,105,906
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable:
Trade $ 24,533 9,281
Related party (note 8) - 4,048
Accrued liabilities:
Vacation 28,869 38,877
Payroll and commissions 6,270 6,960
Payroll and other taxes 2,637 3,039
Total current liabilities 62,309 62,205
Stockholders' equity (note 5):
Common stock, no par value.
Authorized 5,000,000 shares;
issued and outstanding
1,837,224 shares 1,617,617 1,617,617
Additional paid-in capital 40 40
Accumulated deficit (859,753) (573,956)
Total stockholders' equity 757,904 1,043,701
Commitments (note 8)
Total liabilities and
stockholders' equity $ 820,213 $1,105,906
See accompanying notes to financial statements.
XEDAR CORPORATION
Statements of Operations
52 Weeks ended December 25, 1999 and December 26, 1998
1999 1998
Sales (note 6) $ 245,219 138,686
Cost of sales 367,903 296,220
Gross profit (loss) (122,684) (157,534)
Research and development expenses 43,470 102,730
Selling, general and
administrative expenses 145,233 178,726
Operating loss (311,387) (438,990)
Interest and miscellaneous income 25,590 102,400
Net loss $(285,797) (336,590)
Basic and diluted loss per
common share $ (.16) (.18)
See accompanying notes to financial statements.
XEDAR CORPORATION
Statements of Stockholders' Equity
52 Weeks Ended December 25, 1999 and December 26, 1998
Retained
Additional earnings Total
Common Stock paid in (accumulated stockholder's
Shares Amount capital deficit) equity
Balances at
Dec. 27, 1997 1,837,224 $ 1,617,617 40 (237,366) $1,380,291
Net loss - - (336,590) (336,590)
Balances at
Dec. 26, 1998 1,837,224 $ 1,617,617 40 (573,956) 1,043,701
Net loss - - (285,797) (285,797)
Balances at
Dec. 25, 1999 1,837,224 $ 1,617,617 40 (859,753) $ 757,904
See accompanying notes to financial statements.
XEDAR CORPORATION
Statements of Cash Flows
52 Weeks Ended December 25, 1999 and December 26, 1998
1999 1998
Net loss $(285,797) (336,590)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation of property and equipment 8,736 14,694
Amortization of patents 960 960
Changes in operating assets and liabilities:
Trade accounts receivable (72,475) (31,131)
Interest receivable 5,000 (1,000)
Note receivable - 95,000
Inventories (119,653) (948)
Prepaid expenses 2,660 (600)
Refundable income taxes - 3,206
Accounts payable 11,204 4,000
Accrued liabilities (11,099) 3,627
Net cash used by operating
activities (460,464) (248,782)
Cash flows used in investing activities:
Capital expenditures - (15,446)
Long-term receivable - related party 9,027 8,358
Net cash provided (used) by investing
activities 9,027 (7,088)
Net decrease in cash and cash
equivalents (451,437) (255,870)
Cash and cash equivalents
at beginning of year 828,445 1,084,315
Cash and cash equivalents at end of year $ 377,008 $ 828,445
See accompanying notes to financial statements.
XEDAR CORPORATION
Notes to Financial Statements
December 25, 1999 and December 26, 1998
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
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 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 a percentage of total
sales were 3%, 86% and 11%, respectively, during 1998, and
3%, 40% and 57%, respectively, during 1999.
The Company's customers are located primarily in the United States.
(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.
(c) Cash and Cash Equivalents
Cash and cash equivalents of $377,008 and $828,445 at December 25, 1999
and December 26, 1998, respectively, consist of demand deposits and
certificates of deposit. 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) Note Receivable
The note receivable of $95,000 at December 27, 1997 was recorded at
carrying cost of the account receivable when it was converted to a note.
Payment was received in 1998.
(e) 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.
(f) Property and Equipment
Property and equipment are stated at cost. Depreciation is
computed using the straight-line method over the estimated useful
lives of the respective assets.
(g) 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 1997, patents with a book value
of $7,360 were denied by the U.S. Patent Office and were written off.
(h) Research and Development Expenses
Research and development expenses are charged to operations as incurred.
(i) Income Taxes
Under the asset and liability method of Statement of Financial
Accounting Standards No. 109 (SFAS 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 SFAS 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.
(j) Loss Per Common Share
For the 52 weeks ended December 25, 1999 and December 26, 1998, basic
and diluted loss per common share were computed by dividing the net
loss by the weighted average number of shares outstanding of
1,837,224. No options or warrants with a dilutive effect were
outstanding during the 52 weeks ended December 25, 1999 or
December 26, 1998.
(k) Use of Estimates
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.
(l) Impairment of Long-Lived Assets and Long-Lived Assets to
Be Disposed Of
Long-lived assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Recoverability of assets to be held
and used is measured by a comparison of the carrying amount of an
asset to the future net cash flows expected to be generated by
the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured as the amount by which
the carrying amount of the asset exceeds the fair value of the
asset. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell.
(m) Fiscal Year
The Company's fiscal year is a 52/53 week year ending on the last
Saturday of December.
(n) Fair Value of Financial Instruments
The fair value of a financial instrument represents the amount which the
instrument could be exchanged in a current transaction between willing
parties, other than in a forced sale or liquidation. Significant differences
can arise between the fair value and carrying amount of financial instruments
that are recognized at historical cost amounts. Generally, the carrying
value of the Company's financial instruments approximate fair value.
For certain financial instruments, the following methods and assumptions
were used to estimate fair value:
Cash and cash equivalents-The carrying amount approximates fair value
because of the short maturities of such instruments.
(o) Concentration of Credit Risk
Statement of Financial Accounting Standards No. 105, "Disclosure of
Information about Financial Instrument with Off-Balance Sheet Risk and
Financial Instruments with Concentrations of Credit Risk" requires
disclosure of significant concentrations of credit risk regardless of the
degree of such risk. As of December 31, 1999, the financial instruments
which potentially expose the Company to credit risk consist of bank
depository accounts and accounts receivable. The Company transacts its
business with one financial institution. The amount on deposit in that one
financial institution exceeded the $100,000 federally insured limit at
December 31, 1999. However, management believes that the financial
institution is financially sound, in part because it is the Colorado
operation of a national interstate bank corporation.
The Company extends credit to substantially all of its customers who have
generally demonstrated a high level of credit worthiness. The Company's
commercial customers are geographically and economically dispersed. The
Company historically has not had to record material amounts of allowances
for doubtful accounts. Management believes that the allowance for doubtful
accounts is adequate to cover potential credit risk losses.
(p) Stock Based Compensation
The Company follows Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB No. 25") in accounting
for stock based compensation. Under APB 25, the Company recognizes no
compensation expense related to employee or director stock options unless
options are granted with an exercise price below fair value on the day of
grant. Subsequently, the Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123") became
effective. SFAS No. 123 provides an alternative method of accounting for
stock-based compensation arrangements, based on fair value of the stock-
based compensation utilizing various assumptions regarding the underlying
attributes of the options and stock. The Financial Accounting Standards
Board encourages, but does not require, entities to adopt the fair-value
based method. The Company will continue its accounting under APB No. 25
but uses the disclosure-only provisions of SFAS No. 123 for any options
and warrants issued to employees and directors. No options have been granted.
(q) Capital Structure
The Company utilizes Statement of Financial Accounting Standards No. 129,
"Disclosure of Information about Capital Structure" ("SFAS No. 129"), which
requires companies to disclose all relevant information regarding their
capital structure.
(r) Comprehensive Income
The Financial Accounting Standards Board has issued SFAS No. 130, "Reporting
Comprehensive Income" ("SFAS No. 130"), which establishes standards for the
reporting of comprehensive income. This pronouncement requires all items
considered under accounting standards as components of comprehensive income
to be reported in the statement of operations and displayed with the same
prominence as other financial statement items. Comprehensive income
components include all changes in equity during a period except those
resulting from transactions with common or preferred stockholders. There
are no comprehensive income items.
(s) Segment Reporting
The Company adheres to the provisions of Statement of Financial Accounting
Standards No. 131, "Disclosure about Segments of an Enterprise and Related
Information" ("SFAS No. 131"), which requires a public enterprise to report
financial and descriptive information about its reportable operating
segments. Operating segments, as defined in the pronouncement, are
components of an enterprise about which separate financial information is
available that is evaluated regularly by the Company in deciding how to
allocate resources and in assessing performance. The financial information
is required to be reported on the basis that is used internally for
evaluating segment performance and deciding how to allocate resources to
segments.
(t) Pension and Other Post Retirement Benefits
The Statement of Financial Accounting Standards No. 132, "Employers'
Disclosures about Pension and Other Post Retirement Benefits" requires
certain disclosures about employers' pension and other post retirement
benefit plans and specifies the accounting and measurement or recognition
of those plans. SFAS No. 132 requires disclosure of information on changes
in the benefit obligations and fair values of the plan assets that
facilitates financial analysis. This standard currently has no impact
on the Company.
(u) Derivative Instruments and Hedging Activities
The Financial Accounting Standards Board has recently issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 133
establishes standards for recognizing all derivative instruments, including
those for hedging activities, as either assets or liabilities on the
balance sheet and measuring those instruments at fair value. This Statement
is effective for fiscal years beginning after June 30, 1999. The Company
will adopt SFAS No. 133 in the year 2000 and believes that there will be no
impact on its financial statements.
(v) Mortgage Backed Securities Retained after the Securitization of
Mortgage Loans By Mortgage Banking Enterprises
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 134, "Accounting for Mortgage Backed
Securities Retained after the Securitization of Mortgage Loans Held by
Mortgage Banking Enterprises" ("SFAS No. 134"). SFAS No. 134 establishes
new reporting standards for certain activities of mortgage banking
enterprises. The Company believes this statement has no impact on its
financial statements.
(2) Inventories
Inventories consist December 25, December 26,
of the following: 1999 1998
Raw materials $ 4,345 4,345
Work in process 148,859 29,206
$153,204 33,551
Work in process is presented net of an allowance for obsolete and
excess components of $41,410 in 1999 and 1998.
(3) Long-Term Receivable From 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 a 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 25, 1999 and December 26, 1998.
(4) Property and Equipment
The cost of major classes of property and equipment is as follows:
Estimated December 25, December 26,
useful lives 1999 1998
Office furniture and
equipment 5 to 10 years $ 10,156 10,156
Production, laboratory and
other equipment 3 to 10 years 131,151 131,151
Total $141,307 141,307
Depreciation expense was $8,736 and $14,694 in 1999 and 1998,
respectively.
(5) 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 has reserved 200,000 shares for grant,
of which 160,000 shares remain available for grant.
There were no stock options issued or exercised during 1999 or 1998.
At December 25, 1999 and December 26, 1998 the Company has no
outstanding stock options.
(6) Significant Customers
Significant customers have accounted for sales as follows:
1999 1998
Customer A 17% -
Customer B 38% 11%
Customer C 40% -
Customer D - 33%
Customer E - 42%
(7) Income Taxes
The Company recorded no current or deferred income tax benefit in 1999
or 1998. Income tax benefit differed from the amounts computed by
applying the loss before income taxes as a result of the following:
1999 1998
Computed "expected" tax benefit $ (34,874) (114,441)
Expenses not deductible for income
tax purposes 2,376 2,292
State taxes, net of federal impact - -
Change in the valuation allowance for
deferred tax assets 141,100 54,100
Benefit of tax loss carryback not
recognized in prior year (108,602) 58,932
Other, net - (883)
Income tax benefit $ - -
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are
presented below:
December 25, December 26,
1999 1998
Deferred tax assets:
Accounts receivable, due to allowance
for doubtful accounts $ 900 900
Compensated absences, due to accrual 11,000 14,800
Inventory, due to inventory valuation 21,100 21,000
Net operating loss carryforwards 261,600 120,700
Other (Section 263A adjustments) 800 2,300
Total gross deferred tax assets 295,400 159,700
Less valuation allowance (294,800) (153,700)
Net deferred tax assets 600 6,000
Total deferred tax liabilities - property
and equipment, due to differences in
basis and depreciation (600) (6,000)
Net deferred income taxes $ - -
A valuation allowance for the gross deferred tax assets has been
provided for the Company's net deferred tax assets. Due primarily to
the Company's losses in 1999 and 1998, management believes that
deferred tax assets are not more likely than not recoverable. The Company
has net operating loss carryforwards totaling $683,882 which expire during
the years 2012 - 2014.
(8) Commitments
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, 1999.
On each anniversary date, the lease payments are adjusted for the
percentage increase in the consumer price index. As of December 25, 1999,
the monthly rental was $4,170. Unpaid rents were $4,170 at December 25,
1999 and $4,050 at December 26, 1998.
The Company's rental expense for this lease was $48,944 for 1999 and
$48,579 for 1998. The Company's minimum lease commitment, without
adjustments for increases in the consumer price index, is $50,040 for
2000, $50,040 for 2001 and $37,530 for 2002.
The Company has employed a member of the Board of Directors to perform
financial and accounting services. Total fees paid to this related
party were $0 and $3,325 in 1999 and 1998, respectively.
The Company has agreed to purchase an additional 58 prism units from a
supplier located in Italy. The unpaid commitment associated with this
agreement is $22,446 as of December 25, 1999.
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 stockholders 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 25, 1999 and December 26, 1998
Statements of Operations - 52 weeks ended December 25, 1999
and December 26, 1998
Statements of Stockholders' Equity - 52 weeks ended
December 25, 1999 and December 26, 1998
Statements of Cash Flows - 52 weeks ended December 25, 1999
and December 26, 1998
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 27, 2000
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
President, Treasurer,
Chief Executive and
Hans R. Bucher Financial Officer and March 27, 2000
___________________ Director __________________
Hans R. Bucher
Gary A. Agron Director March 27, 2000
____________________ __________________
Gary A. Agron
Marlis Bucher Secretary March 27, 2000
____________________ __________________
Marlis Bucher
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