giga20160622

Substantial Doubt about Going Concern [Text Block]

(2) Going Concern and Management’s Plan

These matters raise substantial doubt as to the Company’s ability to continue as a going concern.

	●	On June 20, 2016, the Company entered into an Asset Purchase Agreement with Astronics Test Systems Inc. (Astronics), (see Note 9, Sale of Product Lines). Upon signing, Astronics paid $850,000 for the intellectual property of the product line. Astronics also agreed to purchase approximately $500,000 of related materials inventory from the Company during July and August of 2016. Proceeds from the asset sale will be used for working capital and general corporate purposes.

	●	In July 2016, Microsource received a $1.9 million non-recurring engineering order associated with redesigning a component of its high performance YIG filter used on an aircraft platform. The Company expects to deliver the NRE services over the next twelve months.

	●	In June 2016, the Giga-tronics Division also received a $3.3 million order from the United States Navy for the Real-Time Threat Emulation Systems (“TEmS”) which the Company also expects to ship in the second half of fiscal 2017. In July 2016, the Giga-tronics Division also received a $542,000 from the United States Navy for the ASG hardware only platform. The Company expects to fulfill the order within the next few months.

	●	In April 2016, Microsource received a $4.5 million order for YIG RADAR filters for a fighter jet platform, representing a 50% year increase in the order size when comparing fiscal 2017 to fiscal 2016. We expect to ship this order throughout fiscal 2017.

	●	With the proceeds received to date from sales of Giga-tronics Switch, Power Meter, Amplifier, and Signal Generator legacy product lines the Company has been able to reduce its number of employees by approximately 20%, from 71 in November 2015 to 56 on July 31, 2016, while providing additional cash for operations from the proceeds of the sales.

	●	Giga-tronics plans to work with Bridge Bank to renew the line of credit prior to its May 7, 2017 expiration.

	●	In the first quarter of fiscal 2016, the Company’s Microsource business unit also finalized a multiyear $10.0 million YIG production order (“YIG Production Order”). The Company expects to start shipping the YIG Production Order in the second quarter of fiscal 2017.

	●	To assist with the upfront purchases of inventory required for future product deliveries, the Company entered into advance payment arrangements with certain customers, whereby the customers reimburse the Company for raw material purchases prior to the shipment of the finished products. In the first quarter of fiscal 2017, the Company entered into advance payment arrangements totaling $1.2 million. The Company will continue to seek similar terms in future agreements with these customers and other customers.

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Note 3 - Revenue Recognition	3 Months Ended
Note 3 - Revenue Recognition	Jun. 25, 2016
Notes to Financial Statements
Revenue Recognition Disclosure [Text Block]	(3) Revenue Recognition The Company records revenue when there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed and determinable, and collectability is reasonably assured. This occurs when products are shipped or the customer accepts title transfer. If the arrangement involves acceptance terms, the Company defers revenue until product acceptance is received. The Company limits the amount of revenue recognition for delivered elements to the amount that is not contingent on the future delivery of products or services, future performance obligations or subject to customer-specified return or refund privileges. The Company evaluates each deliverable in an arrangement to determine whether they represent separate units of accounting. On certain large development contracts, revenue is recognized upon achievement of substantive milestones. Determining whether a milestone is substantive is a matter of judgment and that assessment is performed only at the inception of the arrangement. The consideration earned from the achievement of a milestone must meet all of the following for the milestone to be considered substantive: a. It is commensurate with either of the following: 1. The Company’s performance to achieve the milestone. 2. The enhancement of the value of the delivered item or items as a result of a specific outcome resulting from the Company's performance to achieve the milestone. b. It relates solely to past performance. c. It is reasonable relative to all of the deliverables and payment terms (including other potential milestone consideration) within the arrangement. Milestones for revenue recognition are agreed upon with the customer prior to the start of the contract and some milestones will be tied to product shipping while others will be tied to design review. In fiscal 2015 the Company’s Microsource business unit received a $6.5 million order from a major aerospace company for non-recurring engineering services to develop a variant of its high performance fast tuning YIG filters for an aircraft platform and to deliver a limited number of flight-qualified prototype hardware units (the “NRE Order”) which is being accounted for on a milestone basis. The Company considered factors such as estimated completion dates and product acceptance of the order prior to accounting for the NRE Order as milestone revenue. During the three month periods ended June 25, 2016 and June 27, 2015, revenue recognized on a milestone basis were $145,000 and $692,000, respectively. On certain contracts with several of the Company’s significant customers the Company receives payments in advance of manufacturing. Advanced payments are recorded as deferred revenue until the revenue recognition criteria described above have been met. Accounts receivable are stated at their net realizable value. The Company has estimated an allowance for uncollectable accounts based on analysis of specifically identified accounts, outstanding receivables, consideration of the age of those receivables, the Company’s historical collection experience, and adjustments for other factors management believes are necessary based on perceived credit risk. The Company provides for estimated costs that may be incurred for product warranties at the time of shipment. The Company’s warranty policy generally provides twelve to eighteen months depending on the customer. The estimated cost of warranty coverage is based on the Company’s actual historical experience with its current products or similar products. For new products, the required reserve is based on historical experience of similar products until such time as sufficient historical data has been collected on the new product. Adjustments are made as new information becomes available.

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Note 4 - Inventories

3 Months Ended

Jun. 25, 2016

Inventory Disclosure [Text Block]

)

Inventories

Inventories consisted of the following:

(In thousands)	June 25, 2016		March 26, 2016
Raw materials	$	3,635	$	3,489
Work-in-progress		2,424		2,156
Finished goods		147		2
Demonstration inventory		41		47
Total	$	6,247	$	5,694

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Note 5 - Software Development Costs	3 Months Ended
Note 5 - Software Development Costs	Jun. 25, 2016
Notes to Financial Statements
Research, Development, and Computer Software Disclosure [Text Block]	(5 ) Software Development Costs On September 3, 2015, the Company entered into a software development agreement with a major aerospace and defense company whereby the aerospace company would develop and license its simulation software to the Company. The simulation software (also called Open Loop Simulator or OLS technology) is currently the aerospace company’s intellectual property. The OLS technology generates threat simulations and enables various hardware to generate signals for performing threat analysis on systems under test. The Company intends to license the OLS software as a bundled or integrated solution with its Advanced Signal Generator system. The Company is obligated to pay the aerospace company software development costs and fees for OLS of $919,000 in the aggregate, which is payable in monthly installments as the work is performed by the aerospace company through July 2016. The OLS technology is a perpetual license agreement that may be terminated by the Company at any time as long as the Company provides a notice to the aerospace company and pays for the development costs incurred through the notice termination date. The Company is also obligated to pay royalties to the aerospace company on net sales of its Advanced Signal Generator product sold with the OLS software equal to a percentage of net sales price of each ASG system sold and subject to certain minimums. The Company expenses research and development costs as they are incurred. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. As of the first quarter ended June 25, 2016 capitalized software costs were $1.2 million. The Company intends to begin amortizing the costs of capitalized software to cost of sales once the product is released to its customers. The Company signed an amendment to the software development agreement in July of 2016 for additional features and functionality at an estimated cost of $265,000 that would be payable in monthly installments as the work is performed by the aerospace company through the fall of 2016.

The entire disclosure for research, development, and computer software activities, including contracts and arrangements to be performed for others and with federal government. Includes costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility and in-process research and development acquired in a business combination consummated during the period.

+ References + Details

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Note 6 - Accounts Receivable Line of Credit	3 Months Ended
Note 6 - Accounts Receivable Line of Credit	Jun. 25, 2016
Bridge Bank [Member]
Notes to Financial Statements
Debt Disclosure [Text Block]	(6) Accounts Receivable Line of Credit On June 1, 2015 the Company entered into a $2.5 million Revolving Accounts Receivable Line of Credit agreement with Bridge Bank. The agreement provides for a maximum borrowing capacity of $2.5 million of which $2.0 million is subject to a borrowing base calculation and $500,000 is non-formula based. The loan is secured by all assets of the Company including intellectual property and general intangibles and provides for a borrowing capacity equal to 80% of eligible accounts receivable. The loan matures on May 7, 2017 and bears an interest rate, equal to 1.5% over the bank’s prime rate of interest (which was 3.5% at June 25, 2016 resulting in an interest rate of 5.0%). Interest is payable monthly with principal due upon maturity. The Company paid a commitment fee of $12,500, and an additional $12,500 which was due in May 2016. The loan agreement contains financial and non-financial covenants that are customary for this type of lending and includes a covenant to maintain an asset coverage ratio of at least 135% (defined as unrestricted cash and cash equivalents maintained with Bridge Bank, plus eligible accounts receivable aged less than 90 days from the invoice date, divided by the total amount of outstanding principal of all obligations under the loan agreement). As of June 25, 2016, the Company was in compliance with all the financial covenants under the agreement. The line of credit requires a lockbox arrangement, which provides for receipts to be swept daily to reduce borrowings outstanding at the discretion of Bridge Bank. This arrangement, combined with the existence of the subjective acceleration clause in the line of credit agreement, necessitates the line of credit be classified as a current liability on the balance sheet. The acceleration clause allows for amounts due under the facility to become immediately due in the event of a material adverse change in the Company’s business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit based on the lender's judgment. As of June 25, 2016, the Company’s total outstanding borrowings and remaining borrowing capacity under the Bridge Bank line of credit were $800,000 and $902,000, respectively.

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Note 7 - Term Loan, Revolving Line of Credit and Warrants	3 Months Ended
	Jun. 25, 2016
Notes to Financial Statements
Long-term Debt [Text Block]	( 7 ) Term Loan, Revolving Line of Credit and Warrants On March 13, 2014 the Company entered into a three year, $2.0 million term loan agreement with PFG (Partners For Growth IV, L.P.) under which the Company received $1.0 million on March 14, 2014 (“First Draw”). Pursuant to the agreement, the Company had the ability to borrow an additional $1.0 million following the Company’s achievement of certain performance milestones which included achieving $7.5 million in net sales during the first half of fiscal 2015 and two consecutive quarters of net income greater than zero during fiscal 2015. On June 16, 2014, the Company amended its loan agreement with PFG (the “Amendment”). Under the terms of the Amendment, PFG made a revolving credit line available to Giga-tronics in the amount of $500,000, and the Company borrowed the entire amount on June 17, 2014. The revolving line had a thirty-three month term. The Amendment reduced the future amount potentially available for the Company to borrow under the PFG Loan agreement from $1.0 million to $500,000. The interest on the PFG revolving credit line was fixed, calculated on a daily basis at a rate of 12.50% per annum. The Company was allowed to prepay the loan at any time prior to its March 13, 2017 maturity date without a penalty. On June 3, 2015, the Company further amended its loan agreement with PFG (the “Second Amendment”). The Second Amendment cancelled the Company’s $500,000 of borrowing availability under the June 2014 Amendment and required the Company to pay PFG $150,000 towards its existing $500,000 outstanding balance under the revolving line of credit, which the Company paid in July 2015. The Company also agreed to pay PFG an additional $10,000 per month towards its remaining credit line balance until repaid, followed by like payments towards its term loan balance until repaid. The $500,000 borrowed with the June 2014 Amendment was fully repaid in March 2016. Interest on the initial $1.0 million term loan is fixed at 9.75% and required monthly interest only payments during the first six months of the agreement followed by monthly principal and interest payments over the remaining thirty months. The Company may prepay the loan at any time prior to maturity by paying all future scheduled principal and interest payments. As of June 25, 2016, the Company’s total outstanding debt associated with the initial PFG loan was $270,000. The PFG Loan is secured by all of the assets of the Company under a lien that is junior to the Bridge Bank debt described in Note 6, and limits borrowing under the Bridge Bank credit line limit to $2.5 million. The Company paid a loan fee of $30,000 upon the initial draw, the loan fees paid are recorded as a direct reduction from the carrying amount of the debt liability and amortized to interest expense over the remaining term of the PFG loan agreement. The loan agreement contains financial covenants associated with the Company achieving minimum quarterly net sales and maintaining a minimum monthly shareholders’ equity. In the event of default by the Company, all or any part of the Company’s obligation to PFG could become immediately due. As of June 25, 2016, the Company was in compliance with all the financial covenants under the agreement. The loan agreement also initially provided for the issuance of warrants convertible into 300,000 shares of the Company’s common stock, of which 180,000 were exercisable upon receipt of the initial $1.0 million from the First Draw, 80,000 became exercisable with the First Amendment and 40,000 were cancelled as a result of the Second Amendment. Each warrant issued under the loan agreement has a term of five years and an exercise price of $1.42 which was equal to the average NASDAQ closing price of the Company’s common stock for the ten trading days prior to the First Draw. If the warrants are not exercised before expiration on March 13, 2019, the Company would be required to pay PFG $150,000 and $67,000 as settlement for warrants associated with the First Draw and the Amendment, respectively. The warrants could be settled for cash at an earlier date in the event of any acquisition or other change in control of the Company, future public issuance of Company securities or liquidation (or substantially similar event) of the Company. The Company currently has no definitive plans for any of the aforementioned events, and as a result, the cash payment date is estimated to be the expiration date unless warrants are exercised before then. The warrants have the characteristics of both debt and equity and are accounted for as a derivative liability measured at fair value each reporting period with the change in fair value recorded in earnings. The initial fair value of the warrants associated with the First Draw and Amendment were $173,000 and $168,000, respectively. As of June 25, 2016, the estimated fair values of the derivative liabilities associated with the warrants issued in connection with the First Draw and Amendment were $184,000 and $123,000, respectively, for a combined value of $307,000. As of March 26, 2016, the estimated fair value of the derivative liability associated with the warrant issued in connection with the First Draw and Amendment was $212,000 and $141,000, respectively for a combined value of $353,000. The change in the fair value of the warrant liability totaled $46,000 for the first quarter ended June 25, 2016 and is reported in the accompanying statement of operations as a gain on adjustment of derivative liability to fair value. The change in the fair value of the warrant liability totaled $63,000 for the first quarter ended June 27, 2015 and is reported in the accompanying statement of operations as a loss on adjustment of derivative liability to fair value. The initial $1.0 million in proceeds under the term loan agreement were allocated between the PFG Loan and the warrants based on their relative fair values on the date of issuance which resulted in initial carrying values of $822,000 and $178,000, respectively. The resulting discount of $178,000 on the PFG Loan is being accreted to interest expense under the effective interest method over the three-year term of the PFG Loan. For the quarter ended June 25, 2016 and June 27, 2015, the Company recorded accretion of discount expense associated with the warrants issued with the PFG Loan of $11,000 and $42,000, respectively.

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Note 8 - Fair Value

3 Months Ended

Jun. 25, 2016

Fair Value Disclosures [Text Block]

(

)

Fair Value

The fair value hierarchy is broken down into the three input levels summarized below:

•

Level 1

—Valuations are based on quoted prices in active markets for identical assets or liabilities and readily accessible by us at the reporting date. Examples of assets and liabilities utilizing Level 1 inputs are certain money market funds, U.S. Treasuries and trading securities with quoted prices on active markets.

•

Level 2

—Valuations based on inputs other than the quoted prices in active markets that are observable either directly or indirectly in active markets. Examples of assets and liabilities utilizing Level 2 inputs are U.S. government agency bonds, corporate bonds, commercial paper, certificates of deposit and over-the- counter derivatives.

•

Level 3

—Valuations based on unobservable inputs in which there are little or no market data, which require us to develop our own assumptions.

The aforementioned derivative warrant liability is the Company’s only asset and liability recognized and measured at fair value on a recurring or non-recurring basis and was follows:

Fair Value Measurements as of June 25 , 2016 (In Thousands) :
	Level 1		Level 2		Level 3
Warrant Liability	$	—	$	—	$	307
Total	$	—	$	—	$	307

Fair Value Measurements as of March 2 6 , 201 6 ( In Thousands):
	Level 1		Level 2		Level 3
Warrant Liability	$	—	$	—	$	353
Total	$	—	$	—	$	353

There were no transfers between Level 1, Level 2 or Level 3 for the quarter ended June 25, 2016.

The table below summarizes changes in gains and losses recorded in earnings for Level 3 assets and liabilities that are still held at June 25, 2016:

	Quarter Ended			Quarter Ended
(In thousands)	June 25 , 2016			June 27 , 2015
Warrant liability at beginning of year	$	353		$	252
Gains on adjustment of warrant liability to fair value		(46	)		—
Losses on adjustment of warrant liability to fair value		—			63
Warrant liability at end of period	$	307		$	315

There were no assets measured at fair value on a recurring basis and there were no assets or liabilities measured on a non-recurring basis at June 25, 2016 and March 26, 2016.

The following table presents quantitative information about recurring Level 3 fair value measurements at June 25, 2015 and March 26, 2016:

June 2 5 , 2016		Valuation Technique(s)		Unobservable Input
Warrant liability		Monte Carlo		Discount rate			20	%

March 2 6 , 201 6		Valuation Techniques(s)		Unobservable Input
Warrant liability		Monte Carlo		Discount rate			20	%

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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Note 9 - Sale of Product Lines

3 Months Ended

Jun. 25, 2016

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

(

)

Sale of Product Lines

(In thousands)	Quarter Ended June 25, 2016
Cash received from Astronics	$	850
Cash paid to buy out future commission obligation		(170	)
Employee severance		(97	)
Legal fees		(13	)
Commissions		(46	)
Warranty Liability released		278
Net gain recognized in the quarter	$	802

the company is unable to present meaningful information about results of operation and cash flows from the Switch product line.

the company is unable to present meaningful information about results of operation and cash flows from these product lines.

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Note 10- Loss Per Share

3 Months Ended

Jun. 25, 2016

Earnings Per Share [Text Block]

(10

)

Loss Per Share

	Three Months Ended
(In thousands except per share data)	June 25, 2016			June 27, 2015
Net loss	$	(102	)	$	(629	)

Weighted average:
Common shares outstanding		9,550			6251
Potential common shares		—			—
Common shares assuming dilution		9,550			6251

Loss per common share – basic	$	(0.01	)	$	(0.10	)
Loss per common share – diluted	$	(0.01	)	$	(0.10	)
Stock options not included in computation that could potentially dilute EPS in the future		1,529			1,623
Restricted stock awards not included in computation that could potentially dilute EPS in the future		—			432
Convertible preferred stock not included in computation that could potentially dilute EPS in the future		1,853			1,853
Warrants not included in computation that could potentially dilute EPS in the future		3,737			1,353

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Note 11 - Share-based Compensation

3 Months Ended

Jun. 25, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

(11) Share Based Compensation

Stock

Options

	Three Months Ended
	June 2 5 , 201 6			June 2 7 , 201 5
Dividend yield		—			—
Expected volatility		98.95	%		—
Risk-free interest rate		1.38	%		—
Expected term (years)		8.36			—

A summary of the changes in stock options outstanding for the three month period ended June 25, 2016 and the year ended March 26, 2016 is as follows:

			Weighted Average		Weighted Average Remaining Contractual		Aggregate Intrinsic
	Shares		Exercise Price		Terms (Years)		Value
Outstanding at March 28, 2015		1,726,975	$	1.57		6.9	$	219
Granted		35,000		1.22
Exercised		48,550		1.59
Forfeited / Expired		121,225		2.15
Outstanding at March 26, 2016		1,592,200	$	1.52		6.8	$	69
Granted		50,000		1.26
Exercised		—		—
Forfeited / Expired		113,200		1.73
Outstanding at June 25, 2016		1,529,000	$	1.49		6.7	$	5

Exercisable at June 25, 2016		997,000	$	1.46		6.2	$	5

At June 25, 2016 expected to vest in the future		423,054	$	1.53		7.3	$	—

Restricted Stock

A summary of the changes in non-vested restricted stock awards outstanding for the three month period ended June 25, 2016 and the fiscal year ended March 26, 2016 is as follows:

	Shares		Weighted Average Fair Value
Non-vested at March 28, 2015		482,000	$	2.02
Granted		—
Vested		482,000		2.02
Forfeited or cancelled		—		—
Non-Vested at March 26, 2016		—	$	—
Granted		—		—
Vested		—
Forfeited or cancelled		—		—
Non-Vested at June 25, 2016		—	$	—

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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Note 12 - Significant Customers and Industry Segment Information

3 Months Ended

Jun. 25, 2016

Segment Reporting Disclosure [Text Block]

(

)

Significant Customer and

Industry Segment Information

The Company has two reportable segments: Giga-tronics Division and Microsource.

●

The Giga-tronics Division historically produces a broad l

ine of test and measurement equipment used primarily for the design, production, repair and maintenance of products in aerospace, telecommunications, RADAR, and electronic warfare.

●

Microsource primarily develops and manufactures YIG RADAR filters used in fighter jet aircraft for two prime contractors.

The tables below present information for the three month periods ended June 25, 2016 and June 27, 2015:

	Three Month Periods Ended						Three Month Periods Ended
(In thousands)	At June 25, 2016		June 25, 2016				At June 27, 2015		June 27, 2015
	Assets		Net Sales		Net Income (Loss)		Assets		Net Sales		Net Income (Loss)
Giga-tronics Division	$	8,233	$	2,125	$	(554)	$	6,438	$	2,117	$	(1,645	)
Microsource		3,887		1,317		452		2,053		2,258		1,016
Total	$	12,120	$	3,442	$	(102)	$	8,491	$	4,375	$	(629	)

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8864-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8906-108599

+ Details

XML 29 R18.htm IDEA: XBRL DOCUMENT

Note 13 - Income Taxes	3 Months Ended
Note 13 - Income Taxes	Jun. 25, 2016
Notes to Financial Statements
Income Tax Disclosure [Text Block]	(13) Income Taxes The Company accounts for income taxes using the asset and liability method as codified in Topic 740. Under this method, 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 and operating loss and tax credit carry-forwards. The Company recorded no tax expense for the three months ended June 25, 2016 and June 27, 2015. The effective tax rate for the three months ended June 25, 2016 and June 27, 2015 was 0% respectively, primarily due to a valuation allowance recorded against the net deferred tax asset balance. As of June 25, 2016, the Company had recorded $106,000 for unrecognized tax benefits related to uncertain tax positions. The unrecognized tax benefit is netted against the non-current deferred tax asset on the Consolidated Balance Sheet. The Company does not expect the liability for unrecognized tax benefits to change materially within the next 12 months. The Company does have a California Franchise Tax Board audit that is currently in process. The Company is working with the California Franchise Tax Board to resolve all audit issues and does not believe any material taxes, penalties and fees are due. However, as a result of the on-going examination, the Company recorded an estimated associated tax liability of $45,000 in the first quarter of fiscal 2015.

XML 30 R19.htm IDEA: XBRL DOCUMENT

Note 14 - Warranty Obligations

3 Months Ended

Jun. 25, 2016

Product Warranty Disclosure [Text Block]

(

)

Warranty Obligations

(In thousands)	Three Months Ended June 25, 2016			Three Months Ended June 27, 2015
Balance at beginning of period	$	60		$	76
Provision, net		112			17
Warranty costs incurred		(112	)		(18	)
Balance at end of period	$	60		$	75

XML 31 R20.htm IDEA: XBRL DOCUMENT

Note 15 - Series B, C, D Convertible Voting Perpetual Preferred Stock and Warrants

3 Months Ended

Jun. 25, 2016

Preferred Stock [Text Block]

(15) Series B, C, D Convertible Voting Perpetual Preferred Stock and Warrants

The table below presents information as of June 25, 2016 and March 26, 2016.

Preferred Stock

As of

June 25, 2016

and March 26, 2016

							Liquidation
	Designated Shares		Shares Issued		Shares Outstanding		Preference (in thousands)
Series B		10,000.00		9,997.00		9,997.00	$	2,309
Series C		3,500.00		3,424.65		3,424.65		500
Series D		6,000.00		5,111.86		5,111.86		731
Total		19,500.00		18,533.51		18,533.51	$	3,540

XML 32 R21.htm IDEA: XBRL DOCUMENT

Note 16 - Private Placement Offering	3 Months Ended
Note 16 - Private Placement Offering	Jun. 25, 2016
Notes to Financial Statements
Private Placement Offering [Text Block]	( 1 6) Private Placement Offering On January 19, 2016, the Company entered into a Securities Purchase Agreement for the sale of 2,787,872 Units, each consisting of one share of common stock and a warrant to purchase 0.75 shares of common stock, to approximately 20 private investors. The purchase price for each Unit was $1.24375. Gross proceeds were approximately $3.5 million. Net proceeds to the Company after fees was approximately $3.1 million. The portion of the purchase price attributable to the common shares included in each Unit was $1.15, the consolidated closing bid price for the Company’s common stock on January 15, 2016. The warrant price was $.09375 per Unit (equivalent to $0.125 per whole warrant share), with an exercise price of $1.15 per share. The term of the warrants is five years from the date of completion of the transaction. Emerging Growth Equities, Ltd also received warrants to purchase 292,727 shares of common stock at an exercise price of $1.15 per share as part of its consideration for serving as placement agent in connection with the private placement.

XML 33 R22.htm IDEA: XBRL DOCUMENT

Note 17 - Exercise of Series C and Series D Warrants	3 Months Ended
Note 17 - Exercise of Series C and Series D Warrants	Jun. 25, 2016
Notes to Financial Statements
Warrants [Text Block]	( 1 7) Exercise of Series C and Series D Warrants On February 16, 2015, the Company entered into a Securities Purchase Agreement and Warrant Agreement with Alara Capital AVI II, LLC in which the Company received total gross cash proceeds of approximately $1.5 million. Funds were received from Alara in separate closings dated February 16, 2015 and February 23, 2015 in which Alara exercised a total of 1,002,818 of its existing Series C and Series D warrants to purchase common shares, all of which had an exercise price of $1.43 per share for total cash proceeds of $1,434,000, which was recorded net of $42,000 of stock issuance costs. As part of the consideration for this exercise, the Company sold to Alara two new warrants (“new Warrants”) to purchase an additional 898,634 and 194,437 common shares at an exercise price of $1.78 and $1.76 per share, respectively, for a total purchase price of $137,000 or $0.125 per share, The new warrants have a term of five years and may be paid in cash or through a cashless net share settlement. The Company and Alara amended the remaining 14,587 warrants as part of the February closings. On May 14, 2015, Alara exercised the remaining 14,587 warrants by acquiring 7,216 of shares of the Company’s common stock through a cashless net share settlement. The Company recorded the issuance of the new Warrants using their estimated fair value on the date of issuance. The Company estimated the fair value of the new Warrants using the Black-Scholes option valuation model with the following assumptions: expected term of 5 years, a risk-free interest rate of 1.54%, expected volatility of 90% and 0% expected dividend yield. The resulting $1.2 million from the issuance of the new Warrants was recorded as a charge to other expense in the fourth quarter of fiscal 2015.

XML 34 R23.htm IDEA: XBRL DOCUMENT

Significant Accounting Policies (Policies)	3 Months Ended
Significant Accounting Policies (Policies)	Jun. 25, 2016
Accounting Policies [Abstract]
Consolidation, Policy [Policy Text Block]	Principles of Consolidation The consolidated financial statements include the accounts of Giga-tronics and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Reclassification, Policy [Policy Text Block]	Reclassifications Certain reclassifications, none of which affected the prior year’s net loss or shareholders’ equity, have been made to prior year balances in order to conform to the current year presentation.
Derivatives, Policy [Policy Text Block]	Derivatives The Company accounts for certain of its warrants as derivatives. Changes in fair values are reported in earnings as gain or loss on adjustment of warrant liability to fair value.
Product Development Costs, Policy [Policy Text Block]	Software Development Costs Development costs included in the research and development of new software products and enhancements to existing software products are expensed as incurred, until technological feasibility in the form of a working model has been established. Capitalized development costs are amortized over the expected life of the product and evaluated each reporting period for impairment.
Discontinued Operations, Policy [Policy Text Block]	Discontinued Operations The Company reviews its reporting and presentation requirements for discontinued operations in accordance with the guidance provided by ASC 205-20 as it moves to newer technology within the test and measurement market from legacy products to the newly developed Advanced Signal Generator. The disposal of these product line sales represent an evolution of the Company’s Giga-tronics Division to a more sophisticated product offered to the same customer base. The Company has evaluated the sales of product lines (see Note 9, Sale of Product Lines) concluding that each product line does not meet the definition of a “component of an entity” as defined by ASC 205-20.The Company is able to distinguish revenue and gross margin information as disclosed in Note 9, Sale of Product Lines to the accompanying financial statements however, operations and cash flow information is not clearly distinguishable and the company is unable to present meaningful information about results of operations and cash flows from those product lines.
New Accounting Pronouncements, Policy [Policy Text Block]	New Accounting Standards In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing . ASU 2016-10 addresses implementation issues identified under ASC Topic 606. The amendments in ASU 2016-10 affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements in ASU 2016-10 are the same as the effective date and transition requirements of ASU 2014-09. ASU 2015-14, Revenue from Contracts with Customers (Topic 606) . The amendments in this ASU is effective for public business entities with annual reporting periods beginning after 15 December 2017, including interim reporting periods within that reporting period. The Company is currently evaluating the impact this accounting standard update may have on its financial statements.

XML 35 R24.htm IDEA: XBRL DOCUMENT

Note 4 - Inventories (Tables)

3 Months Ended

Jun. 25, 2016

Schedule of Inventory, Current [Table Text Block]

(In thousands)	June 25, 2016		March 26, 2016
Raw materials	$	3,635	$	3,489
Work-in-progress		2,424		2,156
Finished goods		147		2
Demonstration inventory		41		47
Total	$	6,247	$	5,694

XML 36 R25.htm IDEA: XBRL DOCUMENT

Note 8 - Fair Value (Tables)

3 Months Ended

Jun. 25, 2016

Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]

Fair Value Measurements as of June 25 , 2016 (In Thousands) :
	Level 1		Level 2		Level 3
Warrant Liability	$	—	$	—	$	307
Total	$	—	$	—	$	307

Fair Value Measurements as of March 2 6 , 201 6 ( In Thousands):
	Level 1		Level 2		Level 3
Warrant Liability	$	—	$	—	$	353
Total	$	—	$	—	$	353

Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Table Text Block]

	Quarter Ended			Quarter Ended
(In thousands)	June 25 , 2016			June 27 , 2015
Warrant liability at beginning of year	$	353		$	252
Gains on adjustment of warrant liability to fair value		(46	)		—
Losses on adjustment of warrant liability to fair value		—			63
Warrant liability at end of period	$	307		$	315

Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block]

June 2 5 , 2016		Valuation Technique(s)		Unobservable Input
Warrant liability		Monte Carlo		Discount rate			20	%

March 2 6 , 201 6		Valuation Techniques(s)		Unobservable Input
Warrant liability		Monte Carlo		Discount rate			20	%

XML 37 R26.htm IDEA: XBRL DOCUMENT

Note 9 - Sale of Product Lines (Tables)

3 Months Ended

Jun. 25, 2016

Asset Purchase Agreement [Table Text Block]

(In thousands)	Quarter Ended June 25, 2016
Cash received from Astronics	$	850
Cash paid to buy out future commission obligation		(170	)
Employee severance		(97	)
Legal fees		(13	)
Commissions		(46	)
Warranty Liability released		278
Net gain recognized in the quarter	$	802

XML 38 R27.htm IDEA: XBRL DOCUMENT

Note 10- Loss Per Share (Tables)

3 Months Ended

Jun. 25, 2016

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended
(In thousands except per share data)	June 25, 2016			June 27, 2015
Net loss	$	(102	)	$	(629	)

Weighted average:
Common shares outstanding		9,550			6251
Potential common shares		—			—
Common shares assuming dilution		9,550			6251

Loss per common share – basic	$	(0.01	)	$	(0.10	)
Loss per common share – diluted	$	(0.01	)	$	(0.10	)
Stock options not included in computation that could potentially dilute EPS in the future		1,529			1,623
Restricted stock awards not included in computation that could potentially dilute EPS in the future		—			432
Convertible preferred stock not included in computation that could potentially dilute EPS in the future		1,853			1,853
Warrants not included in computation that could potentially dilute EPS in the future		3,737			1,353

XML 39 R28.htm IDEA: XBRL DOCUMENT

Note 11 - Share-based Compensation (Tables)

3 Months Ended

Jun. 25, 2016

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	Three Months Ended
	June 2 5 , 201 6			June 2 7 , 201 5
Dividend yield		—			—
Expected volatility		98.95	%		—
Risk-free interest rate		1.38	%		—
Expected term (years)		8.36			—

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

			Weighted Average		Weighted Average Remaining Contractual		Aggregate Intrinsic
	Shares		Exercise Price		Terms (Years)		Value
Outstanding at March 28, 2015		1,726,975	$	1.57		6.9	$	219
Granted		35,000		1.22
Exercised		48,550		1.59
Forfeited / Expired		121,225		2.15
Outstanding at March 26, 2016		1,592,200	$	1.52		6.8	$	69
Granted		50,000		1.26
Exercised		—		—
Forfeited / Expired		113,200		1.73
Outstanding at June 25, 2016		1,529,000	$	1.49		6.7	$	5

Exercisable at June 25, 2016		997,000	$	1.46		6.2	$	5

At June 25, 2016 expected to vest in the future		423,054	$	1.53		7.3	$	—

Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block]

	Shares		Weighted Average Fair Value
Non-vested at March 28, 2015		482,000	$	2.02
Granted		—
Vested		482,000		2.02
Forfeited or cancelled		—		—
Non-Vested at March 26, 2016		—	$	—
Granted		—		—
Vested		—
Forfeited or cancelled		—		—
Non-Vested at June 25, 2016		—	$	—

XML 40 R29.htm IDEA: XBRL DOCUMENT

Note 12 - Significant Customers and Industry Segment Information (Tables)

3 Months Ended

Jun. 25, 2016

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Month Periods Ended						Three Month Periods Ended
(In thousands)	At June 25, 2016		June 25, 2016				At June 27, 2015		June 27, 2015
	Assets		Net Sales		Net Income (Loss)		Assets		Net Sales		Net Income (Loss)
Giga-tronics Division	$	8,233	$	2,125	$	(554)	$	6,438	$	2,117	$	(1,645	)
Microsource		3,887		1,317		452		2,053		2,258		1,016
Total	$	12,120	$	3,442	$	(102)	$	8,491	$	4,375	$	(629	)

XML 41 R30.htm IDEA: XBRL DOCUMENT

Note 14 - Warranty Obligations (Tables)

3 Months Ended

Jun. 25, 2016

Schedule of Product Warranty Liability [Table Text Block]

(In thousands)	Three Months Ended June 25, 2016			Three Months Ended June 27, 2015
Balance at beginning of period	$	60		$	76
Provision, net		112			17
Warranty costs incurred		(112	)		(18	)
Balance at end of period	$	60		$	75

XML 42 R31.htm IDEA: XBRL DOCUMENT

Note 15 - Series B, C, D Convertible Voting Perpetual Preferred Stock and Warrants (Tables)

3 Months Ended

Jun. 25, 2016

Schedule of Stock by Class [Table Text Block]

							Liquidation
	Designated Shares		Shares Issued		Shares Outstanding		Preference (in thousands)
Series B		10,000.00		9,997.00		9,997.00	$	2,309
Series C		3,500.00		3,424.65		3,424.65		500
Series D		6,000.00		5,111.86		5,111.86		731
Total		19,500.00		18,533.51		18,533.51	$	3,540