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

Company Overview

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

PHAZAR CORP operates as a holding company with Antenna Products Corporation, Phazar Antenna Corp. and Thirco, Inc. as its wholly owned subsidiaries. Antenna Products Corporation and Phazar Antenna Corp. are operating subsidiaries with Thirco, Inc. serving as an equipment leasing company to PHAZAR CORP's operating units. Antenna Products Corporation designs, manufactures and markets antenna systems, towers and communication accessories worldwide. The United States Government, military and civil agencies and prime contractors are Antenna Products Corporation's principal customers. Phazar Antenna Corp. supplies a broad range of multiple band antennas for the telecommunication market.

PHAZAR CORP is primarily a build-to-order company. As such, most United States government and commercial orders are negotiated firm-fixed price contracts.

Executive Level Overview

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

                                Three Month Period Ended          Nine Month Period Ended
                                        March 31,                        March 31,
                                  2012             2011             2012            2011

Net Sales                     $   1,485,107     $ 1,991,678     $  4,992,692     $ 6,849,510

Gross profit margin percent              56 %            36 %             46 %            42 %

Net loss                      $    (286,471 )   $  (550,841 )   $   (402,255 )   $  (274,456 )

Net loss per share            $       (0.12 )   $     (0.24 )   $      (0.17 )   $     (0.12 )

Total assets                  $   7,353,458     $ 7,789,989     $  7,353,458     $ 7,789,989

Total liabilities             $     696,684     $   903,876     $    696,684     $   903,876

Capital expenditures          $      47,310     $         -     $     84,560     $    16,003

Results of Operations

Third Quarter Ended March 31, 2012 ("2012"), Compared to the Third Quarter Ended March 31, 2011 ("2011")

PHAZAR CORP's consolidated sales from operations were $1,485,107 for the quarter ended March 31, 2012 compared to sales of $1,991,678 for the quarter ended March 31, 2011. The Company's decline in revenues of $506,571, or 25%, is largely attributable to significantly lower Instrument Landing System antenna sales (FAA-related).

Cost of sales and contracts from operations were $651,211 for the quarter ended March 31, 2012, compared to $1,276,435 for the quarter ended March 31, 2011, down $625,224, or 49%. Gross profit margin for the quarter, at 56% is up 20 percentage points from the 36% gross profit margin reported in the comparable period last year. The prior year gross profit margin was depressed due to start-up expenses related to new tower designs.

Selling, general and administration expenses were up 57% for the quarter ended March 31, 2012, to $1,113,677 from $707,997 in the prior year, reflecting a higher level of marketing wages and one-time stock option grant expense. Discretionary product development spending for the quarter ended March 31, 2012 was $171,075, or 12% of sales, compared to $94,574, or 5% of sales for the comparable period last year.

The Company recorded a net loss of $286,471, or $(0.12) per share for the three month period ended March 31, 2012 compared to net loss of $550,841, or $(0.24) per share for the comparable period in the prior year.

Nine Months Ended March 31, 2012 ("2012"), Compared to the Nine Months Ended March 31, 2011 ("2011")

Consolidated sales from operations for PHAZAR CORP were $4,992,692 for the nine months ended March 31, 2012 compared to $6,849,510 for the nine months ended March 31, 2011. The Company's sales decreased by $1,856,818, or 27% primarily due to significantly lower Instrument Landing System antenna sales (FAA-related).

Costs of sales and contracts from operations were $2,703,592 for the nine months ended March 31, 2012 compared to $4,001,801 for the comparable period in fiscal year 2011, down $1,298,209, or 32%. The gross profit margin for the nine-month period ended March 31, 2012, at 46% was up four percentage points compared to the gross profit margin of 42% for the same period in prior year.

Selling, general and administration expenses of $2,578,635 are up $529,900, or 26% for the nine months ended March 31, 2012 compared to $2,048,735 for the nine-month period ended March 31, 2011. The increase in selling, general and administration expense reflects a higher level of marketing wages, one-time stock option grant and an increase in commission expense for the nine-month period ended March 31, 2012.

Discretionary product development spending for the nine-month period ended March 31, 2012 was $397,935, or 8% of sales, compared to $547,106, or 8% of sales for the comparable period last year. Year over year there was a decrease of $149,171.

The Company recorded a net loss of $402,255, or $(0.17) per share for the nine-month period ended March 31, 2012 compared to net loss of $274,456, or $(0.12) per share for the comparable period in the prior year.

Liquidity and Capital Resources

Sources of Liquidity

Based on current trends, funds from operations and current cash balances, PHAZAR CORP believes there are sufficient resources to run the Company's operations for at least the next twelve months.

Capital Requirements

Management of the operating subsidiaries evaluates the facilities and reviews equipment requirements for existing and projected contracts on a regular basis. For the nine-month period ended March 31, 2012, there were $84,560 in capital expenditures for new and replacement equipment compared to $16,003 of expenditures in the comparable period of fiscal year 2011.

At March 31, 2012, PHAZAR CORP had cash and cash equivalents of $857,430. There were $4,620 of deferred revenues at March 31, 2012.

Cash Flows

Operating Activities

Cash and cash equivalents of $857,430 at March 31, 2012 are down $311,888, or 27% on a balance of $1,169,318 as of June 30, 2011. The primary components comprising the positive $172,041 of cash flow from operations consists of a $207,045 decrease in income tax receivable. The decrease in income tax receivable for the nine-month period ended March 31, 2012 was attributed to a refund of taxes paid on the prior year tax return.

Investing Activities

Cash of $483,929 was used in investing activities during the nine-month period ended March 31, 2012, which consists of $399,369 of funding for the purchase of a senior secured convertible note obligation with warrants involving a non-related party and $84,560 of capital expenditures.

The Company's financial statements recognize a long-term note receivable from Tracciare, Inc. in the amount of $1,363,053. The Company's Tracciare investment was previously discussed in the Company's Form 10-K for the period ending June 30, 2011.

On December 8, 2009, the Company entered into a $500,000 Principal 8% Per Year Senior Secured Convertible Note with Tracciare, Inc. due in full on May 31, 2011. In addition, the Company received a warrant to purchase up to eighty percent of Tracciare's equity for a total price of $500,000. In March, 2011, the note was amended to extend the maturity date to June 30, 2013. At March 31, 2012, Tracciare, Inc. had drawn all of the $500,000 note, along with additional fundings in the amount of $863,053, all under separate notes with the same terms and agreements as the original note.

Tracciare, Inc. is a development-stage company in the pilot-project phase. It focuses on automated meter intelligence for municipal utility customers.

Financing Activities

There were no financing activities during the nine-month periods ended March 31, 2012 and 2011. At March 31, 2012 and 2011, PHAZAR CORP had no long-term debt outstanding.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial conditions.

Forward Looking Statement Disclaimer

This Form 10-Q contains forward-looking information within the meaning of
Section 29A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performances and underlying assumption and other statements, which are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties, which could cause actual results, or outcomes to differ materially from those expressed in the forward-looking statements. The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitations, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties, but there can be no assurance that management's expectations, beliefs or projections will result, or be achieved, or accomplished.