FORM 10-Q/A
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[ X ]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
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September 24, 2011
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|||
For the transition period from
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to
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Commission File No. 0-12719
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GIGA-TRONICS INCORPORATED
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(Exact name of registrant as specified in its charter)
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California
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94-2656341
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4650 Norris Canyon Road, San Ramon, CA 94583
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(925) 328-4650
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(Address of principal executive offices)
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Registrant’s telephone number, including area code
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[ X ]
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(Do not check if a smaller reporting company)
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PART I - FINANCIAL INFORMATION | Page No. | |||
Item 1.
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Financial Statements
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|||
Condensed Consolidated Balance Sheets (Unaudited) as of September 24, 2011(as restated and March 26, 2011 (as restated)
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4
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|||
Condensed Consolidated Statements of Operations (Unaudited), three and six months ended September 24, 2011 (as restated) and September 25, 2010 (as restated)
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5
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|||
Condensed Consolidated Statements of Cash Flows (Unaudited), six months ended September 24, 2011(as restated) and September 25, 2010 (as restated)
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6
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|||
Notes to Unaudited Condensed Consolidated Financial Statements (as restated)
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7
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|||
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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14
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||
Item 4T.
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Controls and Procedures
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19
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Item 6.
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Exhibits
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19
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SIGNATURES
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20
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Exhibit Index
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21
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|||
Exhibits
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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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||||||||
(In thousands except share data)
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September 24, 2011
(as restated, see Note 2)
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March 26, 2011
(as restated, see Note 2)
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||||||
Assets
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||||||||
Current assets:
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||||||||
Cash and cash-equivalents
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$ | 2,880 | $ | 1,408 | ||||
Trade accounts receivable, net of allowance of $160 and $248, respectively
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2,251 | 5,632 | ||||||
Inventories, net
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5,545 | 5,386 | ||||||
Prepaid expenses and other current assets
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325 | 420 | ||||||
Total current assets
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11,001 | 12,846 | ||||||
Property and equipment, net
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586 | 530 | ||||||
Other assets
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16 | 16 | ||||||
Total assets
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$ | 11,603 | $ | 13,392 | ||||
Liabilities and shareholders' equity
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||||||||
Current liabilities:
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||||||||
Accounts payable
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$ | 887 | $ | 972 | ||||
Accrued commission
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256 | 139 | ||||||
Accrued payroll and benefits
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441 | 455 | ||||||
Accrued warranty
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191 | 200 | ||||||
Income taxes payable
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- | 30 | ||||||
Deferred revenue
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2 | 586 | ||||||
Deferred rent
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45 | 36 | ||||||
Capital lease obligations
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43 | 93 | ||||||
Other current liabilities
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271 | 193 | ||||||
Total current liabilities
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2,136 | 2,704 | ||||||
Long term obligations - deferred rent
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383 | 413 | ||||||
Long term obligations - capital lease
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- | 10 | ||||||
Total liabilities
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2,519 | 3,127 | ||||||
Commitments
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||||||||
Shareholders' equity:
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||||||||
Preferred stock of no par value; Authorized - 1,000,000 shares; no shares issued or outstanding at September 24, 2011 and March 26, 2011
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- | - | ||||||
Common stock of no par value; Authorized - 40,000,000 shares; 5,023,782 shares at September 24, 2011 and 4,994,157 shares at March 26, 2011 issued and outstanding
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14,643 | 14,485 | ||||||
Retained earnings
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(5,559 | ) | (4,220 | ) | ||||
Total shareholders' equity
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9,084 | 10,265 | ||||||
Total liabilities and shareholders' equity
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$ | 11,603 | $ | 13,392 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
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||||||||||||||||
Three Months Ended
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Six Months Ended
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|||||||||||||||
September 24,
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September 25,
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September 24,
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September 25,
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|||||||||||||
(In thousands except per share data)
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2011
(as restated,
see Note 2)
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2010
(as restated,
see Note 2)
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2011
(As restated,
see Note 2)
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2010
(as restated,
See Note 2)
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||||||||||||
Net sales
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$ | 4,086 | $ | 4,749 | $ | 7,583 | $ | 9,450 | ||||||||
Cost of sales
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2,554 | 2,839 | 4,608 | 5,607 | ||||||||||||
Gross profit
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1,532 | 1,910 | 2,975 | 3,843 | ||||||||||||
Engineering
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635 | 564 | 1,315 | 1,049 | ||||||||||||
Selling, general and administrative
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1,562 | 1,522 | 2,996 | 2,913 | ||||||||||||
Total operating expenses
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2,197 | 2,086 | 4,311 | 3,962 | ||||||||||||
Operating loss
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(665 | ) | (176 | ) | (1,336 | ) | (119 | ) | ||||||||
Interest (expense) income, net
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(1 | ) | 1 | (1 | ) | - | ||||||||||
Loss before income taxes
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(666 | ) | (175 | ) | (1,337 | ) | (119 | ) | ||||||||
(Benefit) provision for income taxes
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(1 | ) | - | 2 | - | |||||||||||
Net loss
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$ | (665 | ) | $ | (175 | ) | $ | (1,339 | ) | $ | (119 | ) | ||||
Loss per share - basic
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$ | (0.13 | ) | $ | (0.04 | ) | $ | (0.27 | ) | $ | (0.02 | ) | ||||
Loss per share - diluted
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$ | (0.13 | ) | $ | (0.04 | ) | $ | (0.27 | ) | $ | (0.02 | ) | ||||
Weighted average shares used in per share calculation:
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||||||||||||||||
Basic
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5,006 | 4,913 | 5,000 | 4,907 | ||||||||||||
Diluted
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5,006 | 4,913 | 5,000 | 4,907 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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||||||||
Six Months Ended
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||||||||
September 24,
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September 25,
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|||||||
(In thousands)
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2011
(as restated,
See Note 2)
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2010
(as restated,
See Note 2)
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||||||
Cash flows from operating activities:
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||||||||
Net loss
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$ | (1,339 | ) | $ | (119 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities:
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||||||||
Depreciation and amortization
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61 | 71 | ||||||
Share based compensation
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117 | 136 | ||||||
Change in deferred rent
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(21 | ) | 268 | |||||
Changes in operating assets and liabilities
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2,790 | 348 | ||||||
Net cash provided by operating activities
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1,608 | 704 | ||||||
Cash flows from investing activities:
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||||||||
Purchases of property and equipment
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(117 | ) | (359 | ) | ||||
Net cash used in investing activities
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(117 | ) | (359 | ) | ||||
Cash flows from financing activities:
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||||||||
Proceeds from exercise of stock options
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41 | 44 | ||||||
(Payments) proceeds on capital leases
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(60 | ) | 66 | |||||
Net cash (used in) provided by financing activities
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(19 | ) | 110 | |||||
Increase in cash and cash-equivalents
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1,472 | 455 | ||||||
Beginning cash and cash-equivalents
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1,408 | 3,074 | ||||||
Ending cash and cash-equivalents
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$ | 2,880 | $ | 3,529 | ||||
Supplementary disclosure of cash flow information:
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||||||||
Cash paid for income taxes
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$ | 2 | $ | 2 | ||||
Cash paid for interest
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$ | 1 | $ | 1 |
Consolidated Balance Sheet
(In thousands)
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As of September 24, 2011 | As of March 26, 2011 | ||||||||||||||||||||||
As
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As
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As
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As
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|||||||||||||||||||||
Reported
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Adjustments
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Restated
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Reported
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Adjustments
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Restated
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|||||||||||||||||||
Current deferred income tax
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$ | 2,905 | $ | (2,905 | ) | $ | - | $ | 2,320 | $ | (2,320 | ) | $ | - | ||||||||||
Deferred income tax - long term
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$ | 10,936 | $ | (10,936 | ) | $ | - | $ | 10,936 | $ | (10,936 | ) | $ | - | ||||||||||
Total assets
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$ | 25,444 | $ | (13,841 | ) | $ | 11,603 | $ | 26,648 | $ | (13,256 | ) | $ | 13,392 | ||||||||||
Retained earnings (accumulated deficit)
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$ | 8,282 | $ | (13,841 | ) | $ | (5,559 | ) | $ | 9,036 | $ | (13,256 | ) | $ | (4,220 | ) | ||||||||
Total shareholders' equity
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$ | 22,925 | $ | (13,841 | ) | $ | 9,084 | $ | 23,521 | $ | (13,256 | ) | $ | 10,265 | ||||||||||
Total liabilities and shareholder's equity
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$ | 25,444 | $ | (13,841 | ) | $ | 11,603 | $ | 26,648 | $ | (13,256 | ) | $ | 13,392 |
Consolidated Statement of Operations
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Three Months
Ended
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Three Months
Ended
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||||||||||||||||||||||
(In thousands)
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September 24, 2011
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September 25, 2010
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As
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As
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As
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As
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|||||||||||||||||||||
Reported
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Adjustments
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Restated
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Reported
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Adjustments
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Restated
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|||||||||||||||||||
(Benefit) provision for income taxes
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$ | (379 | ) | $ | 378 | $ | (1 | ) | $ | (97 | ) | $ | 97 | $ | - | |||||||||
Net (loss) income
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$ | (287 | ) | $ | (378 | ) | $ | (665 | ) | $ | (78 | ) | $ | (97 | ) | $ | (175 | ) |
Six Months
Ended
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Six Months
Ended
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|||||||||||||||||||||||
(In thousands)
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September 24, 2011
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September 25, 2010
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As
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As
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As
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As
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|||||||||||||||||||||
Reported
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Adjustments
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Restated
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Reported
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Adjustments
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Restated
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|||||||||||||||||||
(Benefit) provision for income taxes
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$ | (583 | ) | $ | 585 | $ | 2 | $ | (13,666 | ) | $ | 13,666 | $ | - | ||||||||||
Net (loss) income
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$ | (754 | ) | $ | (585 | ) | $ | (1,339 | ) | $ | 13,547 | $ | (13,666 | ) | $ | (119 | ) |
Consolidated Statement of Cash Flows
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Six Months
Ended
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Six Months Ended
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||||||||||||||||||||||
(In thousands)
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September 24, 2011
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September 25, 2010
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||||||||||||||||||||||
As
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As
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As
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As
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|||||||||||||||||||||
Reported
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Adjustments
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Restated
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Reported
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Adjustments
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Restated
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|||||||||||||||||||
Net (loss) income
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$ | (754 | ) | $ | (585 | ) | $ | (1,339 | ) | $ | 13,547 | $ | (13,666 | ) | $ | (119 | ) | |||||||
Deferred income taxes
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$ | (585 | ) | $ | 585 | $ | - | $ | (13,666 | ) | $ | 13,666 | $ | - | ||||||||||
Net cash provided by (used in) operating activities
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$ | 1,608 | $ | - | $ | 1,608 | $ | 704 | $ | - | $ | 704 |
a.
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It is commensurate with either of the following:
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1.
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The Company’s performance to achieve the milestone
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2.
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The enhancement of the value of the delivered item or items as a result of a specific outcome from the Company's performance to achieve the milestone.
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b.
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It relates solely to past performance.
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c.
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It is reasonable relative to all of the deliverables and payment terms (including other potential milestone consideration) within the arrangement.
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(In thousands)
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September 24, 2011
|
March 26, 2011
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||||||
Raw materials
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$ | 3,487 | $ | 3,518 | ||||
Work-in-progress
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1,414 | 1,349 | ||||||
Finished goods
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105 | 134 | ||||||
Demonstration inventory
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539 | 385 | ||||||
Total
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$ | 5,545 | $ | 5,386 |
Three Months Ended
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Six Months Ended
|
|||||||||||||||
September 24,
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September 25,
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September 24,
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September 25,
|
|||||||||||||
(In thousands except per share data)
|
2011
(as restated)
|
2010
(as restated)
|
2011
(as restated)
|
2010
(as restated)
|
||||||||||||
Net loss
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$ | (665 | ) | $ | (175 | ) | $ | (1,339 | ) | $ | (119 | ) | ||||
Weighted average:
|
||||||||||||||||
Common shares outstanding
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5,006 | 4,913 | 5,000 | 4,907 | ||||||||||||
Potential common shares
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- | - | - | - | ||||||||||||
Common shares assuming dilution
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5,006 | 4,913 | 5,000 | 4,907 | ||||||||||||
Net loss per share - basic
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$ | (0.13 | ) | $ | (0.04 | ) | $ | (0.27 | ) | $ | (0.02 | ) | ||||
Net loss per share - diluted
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$ | (0.13 | ) | $ | (0.04 | ) | $ | (0.27 | ) | $ | (0.02 | ) | ||||
Stock options not included in computation that could potentially dilute EPS in the future
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784 | 977 | 784 | 977 | ||||||||||||
Restricted stock awards not included in computation that could potentially dilute EPS in the future
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90 | 90 | 90 | 90 |
Three Months Ended
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Six Months Ended
|
|||||||||||||||
September 24,
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September 25,
|
September 24,
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September 25,
|
|||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Dividend yield
|
None
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None
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None
|
None
|
||||||||||||
Expected volatility
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92.61 | % | 107.14 | % | 92.84 | % | 101.29 | % | ||||||||
Risk-free interest rate
|
1.54 | % | 0.29 | % | 1.54 | % | 1.14 | % | ||||||||
Expected term (years)
|
8.36 | 4.00 | 7.83 | 4.00 |
Shares
|
Weighted
Average |
Weighted Average
Remaining Contractual |
Aggregate
Intrinsic |
|||||||||||||
Outstanding at March 27, 2010
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868,027 | $ | 1.89 | 3.0 | $ | 332,127 | ||||||||||
Granted
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140,000 | 2.41 | ||||||||||||||
Exercised
|
102,763 | 1.90 | ||||||||||||||
Forfeited / Expired
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20,250 | 2.18 | ||||||||||||||
Outstanding at March 26, 2011
|
885,014 | $ | 1.96 | 2.5 | $ | 459,708 | ||||||||||
Granted
|
65,000 | 1.71 | ||||||||||||||
Exercised
|
29,625 | 1.42 | ||||||||||||||
Forfeited / Expired
|
136,745 | 1.87 | ||||||||||||||
Outstanding at September 24, 2011
|
783,644 | $ | 1.98 | 3.0 | $ | 10,996 | ||||||||||
Exercisable at September 24, 2011
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420,269 | $ | 1.94 | 1.9 | $ | 7,891 | ||||||||||
Expected to vest at September 24, 2011
|
207,884 | $ | 2.11 | 4.0 | $ | 431 |
Three Months Ended
|
Three Months Ended
|
|||||||||||||||||||||||
(In thousands)
|
September 24, 2011
|
September 25, 2010
|
||||||||||||||||||||||
Net Income
|
Net Income
|
|||||||||||||||||||||||
Assets
(as restated)
|
Net Sales
|
(Loss)
(as restated)
|
Assets (as restated)
|
Net Sales
|
(Loss)
(as restated)
|
|||||||||||||||||||
Giga-tronics Division
|
$ | 8,568 | $ | 3,588 | $ | 55 | $ | 6,434 | $ | 2,703 | $ | (391 | ) | |||||||||||
Microsource
|
3,035 | 498 | (720 | ) | 6,196 | 2,046 | 216 | |||||||||||||||||
Total
|
$ | 11,603 | $ | 4,086 | $ | (665 | ) | $ | 12,630 | $ | 4,749 | $ | (175 | ) |
Six Months Ended
|
Six Months Ended
|
|||||||||||||||||||||||
(In thousands)
|
September 24, 2011
|
September 25, 2010
|
||||||||||||||||||||||
Net Loss
|
Net Income
|
|||||||||||||||||||||||
Assets (as restated)
|
Net Sales
|
(as restated)
|
Assets
As restated
|
Net Sales
|
(Loss)
As restated)
|
|||||||||||||||||||
Giga-tronics Division
|
$ | 8,568 | $ | 6,011 | $ | (261 | ) | $ | 6,434 | $ | 5,048 | $ | (591 | ) | ||||||||||
Microsource
|
3,035 | 1,572 | (1,078 | ) | 6,196 | 4,402 | 472 | |||||||||||||||||
Total
|
$ | 11,603 | $ | 7,583 | $ | (1,339 | ) | $ | 12,630 | $ | 9,450 | $ | (119 | ) |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
September 24,
|
September 25,
|
September 24,
|
September 25,
|
|||||||||||||
(In thousands)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Balance at beginning of period
|
$ | 200 | $ | 121 | $ | 200 | $ | 139 | ||||||||
Provision, net
|
43 | 32 | 108 | 57 | ||||||||||||
Warranty costs incurred
|
(52 | ) | (27 | ) | (117 | ) | (70 | ) | ||||||||
Balance at end of period
|
$ | 191 | $ | 126 | $ | 191 | $ | 126 |
|
1)
|
Alara will purchase 9,997 shares of Giga-tronics Incorporated Preferred Shares at $220.00 per share, for approximately $2.2 million. The Preferred Shares will convert to 999,700 shares of Common Stock at the buyers’ discretion. The initial conversion rate will be 100 shares of the Company’s common stock for each Preferred Share, subject to certain adjustments for stock dividends, stock splits and similar events. Through January 1, 2014, the Preferred Stock Shareholders will receive 110% of 100 times any cash dividend paid per share to Common Stock Shareholders. After such date it will be 100% of 100 times the Common Stock Cash Dividend, if any. Liquidation preference for the Preferred Shares will be $231.00 per share.
|
|
2)
|
A warrant for the purchase of 848,684 additional shares of Giga-tronics common stock at $3.30 per share will be issued to Alara, valued at approximately $2.8 million, with the right to exercise subject to shareholder approval. Upon approval by the shareholders, the warrant will become exercisable for a period of 30 months. A shareholder vote to approve the warrants will be held within 90 days of the closing.
|
|
3)
|
Upon closing, Giga-tronics Incorporated directors will expand the board from 5 to 7 members and appoint Joseph Thompson and Lutz Henckels as directors.
|
|
4)
|
The investor’s attorney and due diligence fees paid by Giga-tronics Incorporated will be approximately $90,000.
|
Consolidated Balance Sheet
(In thousands)
|
As of September 24, 2011
|
As of March 26, 2011
|
||||||||||||||||||||||
As
|
As
|
As
|
As
|
|||||||||||||||||||||
Reported
|
Adjustments
|
Restated
|
Reported
|
Adjustments
|
Restated
|
|||||||||||||||||||
Current deferred income tax
|
$ | 2,905 | $ | (2,905 | ) | $ | - | $ | 2,320 | $ | (2,320 | ) | $ | - | ||||||||||
Deferred income tax - long term
|
$ | 10,936 | $ | (10,936 | ) | $ | - | $ | 10,936 | $ | (10,936 | ) | $ | - | ||||||||||
Total assets
|
$ | 25,444 | $ | (13,841 | ) | $ | 11,603 | $ | 26,648 | $ | (13,256 | ) | $ | 13,392 | ||||||||||
Retained earnings (accumulated deficit)
|
$ | 8,282 | $ | (13,841 | ) | $ | (5,559 | ) | $ | 9,036 | $ | (13,256 | ) | $ | (4,220 | ) | ||||||||
Total shareholders' equity
|
$ | 22,925 | $ | (13,841 | ) | $ | 9,084 | $ | 23,521 | $ | (13,256 | ) | $ | 10,265 | ||||||||||
Total liabilities and shareholder's equity
|
$ | 25,444 | $ | (13,841 | ) | $ | 11,603 | $ | 26,648 | $ | (13,256 | ) | $ | 13,392 |
Consolidated Statement of Operations
|
Three Months Ended
|
Three Months Ended
|
||||||||||||||||||||||
(In thousands)
|
September 24, 2011
|
September 25, 2010
|
||||||||||||||||||||||
As
|
As
|
As
|
As
|
|||||||||||||||||||||
Reported
|
Adjustments
|
Restated
|
Reported
|
Adjustments
|
Restated
|
|||||||||||||||||||
(Benefit) provision for income taxes
|
$ | (379 | ) | $ | 378 | $ | (1 | ) | $ | (97 | ) | $ | 97 | $ | - | |||||||||
Net (loss) income
|
$ | (287 | ) | $ | (378 | ) | $ | (665 | ) | $ | (78 | ) | $ | (97 | ) | $ | (175 | ) |
Six Months Ended
|
Six Months Ended
|
|||||||||||||||||||||||
(In thousands)
|
September 24, 2011
|
September 25, 2010
|
||||||||||||||||||||||
As
|
As
|
As
|
As
|
|||||||||||||||||||||
Reported
|
Adjustments
|
Restated
|
Reported
|
Adjustments
|
Restated
|
|||||||||||||||||||
(Benefit) provision for income taxes
|
$ | (583 | ) | $ | 585 | $ | 2 | $ | (13,666 | ) | $ | 13,666 | $ | - | ||||||||||
Net (loss) income
|
$ | (754 | ) | $ | (585 | ) | $ | (1,339 | ) | $ | 13,547 | $ | (13,666 | ) | $ | (119 | ) |
Consolidated Statement of Cash Flows
|
Six Months Ended
|
Six Months Ended
|
||||||||||||||||||||||
(In thousands)
|
September 24, 2011
|
September 25, 2010
|
||||||||||||||||||||||
As
|
As
|
As
|
As
|
|||||||||||||||||||||
Reported
|
Adjustments
|
Restated
|
Reported
|
Adjustments
|
Restated
|
|||||||||||||||||||
Net (loss) income
|
$ | (754 | ) | $ | (585 | ) | $ | (1,339 | ) | $ | 13,547 | $ | (13,666 | ) | $ | (119 | ) | |||||||
Deferred income taxes
|
$ | (585 | ) | $ | 585 | $ | - | $ | (13,666 | ) | $ | 13,666 | $ | - | ||||||||||
Net cash provided by (used in) operating activities
|
$ | 1,608 | $ | - | $ | 1,608 | $ | 704 | $ | - | $ | 704 |
NEW ORDERS
|
||||||||||||
Three Months Ended
|
||||||||||||
(Dollars in thousands)
|
September 24, 2011
|
September 25, 2010
|
% change
|
|||||||||
Giga-tronics Division
|
$ | 2,330 | $ | 1,890 | 23 | % | ||||||
Microsource
|
135 | 1,720 | (92 | %) | ||||||||
Total
|
$ | 2,465 | $ | 3,610 | (32 | %) |
Six Months Ended
|
||||||||||||
(Dollars in thousands)
|
September 24, 2011
|
September 25, 2010
|
% change
|
|||||||||
Giga-tronics Division
|
$ | 6,215 | $ | 4,833 | 29 | % | ||||||
Microsource
|
1,798 | 1,856 | (3 | %) | ||||||||
Total
|
$ | 8,013 | $ | 6,689 | 20 | % |
BACKLOG
|
||||||||||||
(Dollars in thousands)
|
September 24, 2011
|
September 25, 2010
|
% change
|
|||||||||
Backlog of unfilled orders
|
$ | 4,079 | $ | 5,735 | (29 | %) | ||||||
Backlog of unfilled orders shippable within one year
|
2,937 | 4,526 | (35 | %) | ||||||||
Previous fiscal year end (FYE) long term backlog reclassified during year as shippable within one year
|
163 | 494 | (67 | %) | ||||||||
Net cancellations during year of previous FYE one-year backlog
|
- | - | 0 | % |
ALLOCATION OF NET SALES
|
||||||||||||
Three Months Ended
|
||||||||||||
(Dollars in thousands)
|
September 24, 2011
|
September 25, 2010
|
% change
|
|||||||||
Giga-tronics Division
|
$ | 3,588 | $ | 2,703 | 33 | % | ||||||
Microsource
|
498 | 2,046 | (76 | %) | ||||||||
Total
|
$ | 4,086 | $ | 4,749 | (14 | %) |
Six Months Ended
|
||||||||||||
(Dollars in thousands)
|
September 24, 2011
|
September 25, 2010
|
% change
|
|||||||||
Giga-tronics Division
|
$ | 6,011 | $ | 5,048 | 19 | % | ||||||
Microsource
|
1,572 | 4,402 | (64 | %) | ||||||||
Total
|
$ | 7,583 | $ | 9,450 | (20 | %) |
COST OF SALES
|
||||||||||||
Three Months Ended
|
||||||||||||
(Dollars in thousands)
|
September 24, 2011
|
September 25, 2010
|
% change
|
|||||||||
Cost of sales
|
$ | 2,554 | $ | 2,839 | (10 | %) |
Six Months Ended
|
||||||||||||
(Dollars in thousands)
|
September 24, 2011
|
September 25, 2010
|
% change
|
|||||||||
Cost of sales
|
$ | 4,608 | $ | 5,607 | (18 | %) |
OPERATING EXPENSES | ||||||||||||
Three Months Ended
|
||||||||||||
(Dollars in thousands)
|
September 24, 2011
|
September 25, 2010
|
% change
|
|||||||||
Engineering
|
$ | 635 | $ | 564 | 13 | % | ||||||
Selling, general and administrative
|
1,562 | 1,522 | 3 | % | ||||||||
Total
|
$ | 2,197 | $ | 2,086 | 5 | % |
Six Months Ended
|
||||||||||||
(Dollars in thousands)
|
September 24, 2011
|
September 25, 2010
|
% change
|
|||||||||
Engineering
|
$ | 1,315 | $ | 1,049 | 25 | % | ||||||
Selling, general and administrative
|
2,996 | 2,913 | 3 | % | ||||||||
Total
|
$ | 4,311 | $ | 3,962 | 9 | % |
GIGA-TRONICS INCORPORATED
|
||||
(Registrant)
|
||||
By:
|
||||
Date:
|
June 19, 2012
|
/s/ JOHN R. REGAZZI
|
||
John R. Regazzi
|
||||
President and Chief Executive Officer
|
||||
(Principal Executive Officer)
|
||||
Date:
|
June19, 2012
|
/s/ FRANK D. ROMEJKO
|
||
Frank D. Romejko
|
||||
Vice President of Finance/
|
||||
Chief Financial Officer (Acting)
|
||||
(Principal Accounting Officer)
|
EXHIBIT INDEX | ||
3.1
|
Certificate of Determination for Series B Convertible Voting Perpetual Preferred Stock, incorporated by reference from exhibits filed with the Company’s current report on Form 8-K filed on November 14, 2011.
|
|
4.1
|
Form of stock certificate for shares of Series B Convertible Voting Perpetual Preferred Stock, incorporated by reference from exhibits filed with the Company’s current report on Form 8-K filed on November 14, 2011.
|
|
10.1
|
Securities Purchase Agreement dated October 31, 2011, between the Company and Alara Capital AVI II, LLC, incorporated by reference from exhibits filed with the Company’s current report on Form 8-K filed on November 3, 2011.
|
|
10.2
|
Warrant to purchase 848,684 shares of common stock, dated November 10, 2011, issued to Alara Capital AVI II, LLC, incorporated by reference from exhibits filed with the Company’s current report on Form 8-K filed on November 14, 2011.
|
|
10.3
|
Investor Rights Agreement dated November 10, 2011, between the company and Alara Capital AVI II, LLC, incorporated by reference from exhibits filed with the Company’s current report on Form 8-K filed on November 14, 2011.
|
|
10.4
|
Form of Voting Agreement between the Investor and members of the board of directors of the Company with respect to exercisability of the Warrant, incorporated by reference from exhibits filed with the Company’s current report on Form 8-K filed on November 14, 2011.
|
|
10.5
|
Securities Purchase Agreement dated October 31, 2011, between the Company and Alara Capital AVI II, LLC, incorporated by reference from exhibits filed with the Company’s current report on Form 8-K filed on November 3, 2011.
|
|
10.6
|
Warrant to purchase 848,684 shares of common stock, dated November 10, 2011, issued to Alara Capital AVI II, LLC, incorporated by reference from exhibits filed with the Company’s current report on Form 8-K filed on November 14, 2011.
|
|
10.7
|
Investor Rights Agreement dated November 10, 2011, between the company and Alara Capital AVI II, LLC, incorporated by reference from exhibits filed with the Company’s current report on Form 8-K filed on November 14, 2011.
|
|
10.8
|
Form of Voting Agreement between the Investor and members of the board of directors of the Company with respect to exercisability of the Warrant, incorporated by reference from exhibits filed with the Company’s current report on Form 8-K filed on November 14, 2011.
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act.
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act.
|
|
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act.
|
|
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act.
|
|
101.1
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2011, formatted in XBRL (“eXtensible Business Reporting Language”): (i) the Consolidated Balances Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements, tagged as blocks of text (furnished but not filed).
|
1.
|
I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q/A of Giga-tronics Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
6/19/2012
|
|||
/s/ JOHN R. REGAZZI
|
||||
John R. Regazzi
|
||||
Chief Executive Officer
|
1.
|
I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q/A of Giga-tronics Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
6/19/2012
|
|||
/s/ FRANK D. ROMEJKO
|
||||
Frank D. Romejko
|
||||
Vice President of Finance/ Chief Financial Officer (Acting)
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
06/19/2012
|
|||
/s/ JOHN R, REGAZZI
|
||||
John R. Regazzi
|
||||
Chief Executive Officer
|
||||
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
06/19/2012
|
|||
/s/ FRANK D. ROMEJKO
|
||||
Frank D. Romejko
|
||||
Vice President of Finance/
|
||||
Chief Financial Officer (Acting)
|
Note 4 - Inventories
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 24, 2011
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Inventory, Current [Table Text Block] |
(4) Inventories
Inventories
consist of the following:
|