EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1

 

NEWS RELEASE

For Release on August 4, 2017

Contact: Temi Oduozor 

4:02 PM (ET) 

Corporate Controller

 

toduozor@gigatronics.com

 

 (925) 328-4650

 

Giga-tronics Reports Results for the First Quarter FY 2018

 

Dublin, CA – August 4, 2017 – Giga-tronics Incorporated (Nasdaq: GIGA) (the “Company”) reported today net sales for the first fiscal quarter ended June 24, 2017 of $2.0 million, a 41% decrease as compared to $3.4 million for the first quarter of fiscal 2017. The decrease in first quarter fiscal 2018 sales was primarily attributable to a $1.8 million decrease from the Company’s Giga-tronics division, from $ 2.1 million in fiscal 2017 to $297,000 in fiscal 2018, due to recent legacy product line divestitures as well as a decrease in ASG product shipments. In the first quarter of fiscal 2018, the Company recorded $200,000 of sales associated with the ASG product compared to $674,000 recorded in the first quarter of fiscal 2017. These decreases were partially offset by a $377,000 increase in net sales from the Company's Microsource business unit (Microsource) from $1.3 million in fiscal 2017 to $1.7 million in fiscal 2018, which was primarily due to an increase in YIG RADAR filter shipments and completion of certain related nonrecurring engineering (NRE) services.

 

Net loss for the first quarter of fiscal 2018 was $1.3 million, or $0.13 per fully diluted common share, compared to $102,000, or $0.01 for the first quarter of fiscal 2017.  The increase in net loss is primarily due to the lower net sales described above. The net loss recorded in the first quarter of fiscal 2017 included a gain of $802,000 associated with the Company’s sale of the Switch product line.

 

Due to variability in the quarter-to-quarter bookings for the ASG product along with timing of expected large YIG filter contracts, the Company entered into a new $1.5 million term loan agreement with Partners for Growth LLP (PFG) which was entirely funded during April 2017. The loan has a two-year term, with interest only payments for the term of the loan. However, as of the end of the first quarter of fiscal 2018, the Company was not in compliance with certain financial covenants on the loan. On August 2, 2017, the Company and PFG entered into a short-term forbearance arrangement (through the end of August) with respect to such noncompliance. No assurance can be given that the Company will be able to comply with the terms of the forbearance agreement, or that PFG will agree to a further extension of forbearance at the end of the initial forbearance period. The Company will most likely be required to raise additional capital to rectify the noncompliance. No assurance can be given that the Company will be able to raise sufficient capital on a timely basis.

 

The Company experienced delays with ASG orders in the first quarter ended June 24, 2017, however, the Company announced today that it had received one of its expected follow on orders from the United States Navy for its Real-Time Threat Emulation System (Real-Time TEmS). The current order, worth $1.7 million, is a combination of its new Advanced Signal Generator Hardware Platform, along with software developed and licensed to the Company from a major aerospace and Defense Company. The order also includes integrating the Real-Time TEmS product with additional third party hardware and software for the customer, along with an upgrade to a unit which was shipped in the fourth quarter of fiscal 2017. The Company also announced today that it has received an additional $471,000 order extending ongoing production of its high performance YIG filters for a major aerospace company. The Company expects to fulfill the combined orders, worth approximately $2.2 million in the current fiscal year.

 

Suresh Nair, the Company’s Co-CEO stated, “As announced previously, we expected revenue for the quarter to be significantly below normal levels. While the Company successfully increased shipments of RADAR filters, it was not able to completely offset the shortfall from the lack of backlog for our Advanced Signal Generators.” 

 

John Regazzi, Co- CEO of Giga-tronics, said “This repeat order for our Real-Time Threat Emulation System confirms its importance to the US Navy for their current and future EW programs. We are committed to supporting the U.S. Navy as they further deploy our solution for testing EW systems and we are pleased to be selected as a supplier of advanced emulation equipment for their verification labs.”

 

 
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Giga-tronics will host a conference call today at 4:30 p.m. ET to discuss the first quarter results. To participate in the call, dial (888) 517-2513 or (847) 619-6533, and enter PIN Code 7310299#. The call will also be broadcast over the internet at www.gigatronics.com under "Investor Relations." The conference call discussion reflects management's views as of August 4, 2017.

 

This press release contains forward-looking statements concerning operating results, future orders, and sales of new products, shippable backlog within a year, long term growth and margin, expected shipments, product line sales, and customer acceptance of new products. Actual results may differ significantly due to risks and uncertainties, such as: uncertainty as to the company’s ability to continue as a going concern; delays in customer orders for the new ASG and our ability to manufacture it; receipt or timing of future orders, cancellations or deferrals of existing or future orders; our need for additional financing; results of pending or threatened litigation; the volatility in the market price of our common stock; and general market conditions.  For further discussion, see Giga-tronics' most recent annual report on Form 10-K for the fiscal year ended March 25, 2017 Part I, under the heading "Risk Factors" and Part II, under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations."

 

 

 

 

GIGA-TRONICS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


 

(In thousands, except share data)

 

June 24, 2017

   

March 25, 2017

 

Assets

               

Current assets:

               

Cash and cash-equivalents

  $ 1,137     $ 1,421  

Trade accounts receivable, net of allowance of $45, respectively

    748       954  

Inventories, net

    4,989       4,811  

Prepaid expenses and other current assets

    377       452  

Total current assets

    7,251       7,638  

Property and equipment, net

    1,052       528  

Other long term assets

    175       175  

Capitalized software development costs

    582       733  

Total assets

  $ 9,060     $ 9,074  

Liabilities and shareholders' equity

               

Current liabilities:

               

Line of credit

  $ 582     $ 582  

Current portion of long term debt, net of discount and issuance costs

    1,315        

Accounts payable

    666       1,107  

Accrued payroll and benefits

    427       583  

Deferred revenue

    3,447       3,614  

Capital lease obligations

    51       50  

Deferred liability related to asset sale

    375       375  

Equity forward

    46        

Other current liabilities

    710       707  

Total current liabilities

    7,619       7,018  

Warrant liability, at estimated fair value

    222       222  

Long term deferred rent

    451        

Long term obligations - capital lease

    100       114  

Total liabilities

    8,392       7,354  
                 

Shareholders' equity:

               

Convertible preferred stock of no par value; Authorized - 1,000,000 shares Series A - designated 250,000 shares; no shares at June 24, 2017 and March 25, 2017 issued and outstanding

           

Series B, C, D - designated 19,500 shares; 18,533.31 shares at June 24, 2017 and March 25, 2017 issued and outstanding; (liquidation preference of $3,540 at June 24, 2017 and March 25, 2017)

    2,911       2,911  

Common stock of no par value; Authorized - 40,000,000 shares; 10,139,653 shares at June 24, 2017 and 9,594,203 at March 25, 2017 issued and outstanding

    24,596       24,390  

Accumulated deficit

    (26,839 )     (25,581 )

Total shareholders' equity

    668       1,720  

Total liabilities and shareholders' equity

  $ 9,060     $ 9,074  

 

 

 

 

GIGA-TRONICS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

   

Three Month Periods Ended

 
   

June 24,

   

June 25,

 

(In thousands, except per share data)

 

2017

   

2016

 

Net sales

  $ 1,991     $ 3,442  

Cost of sales

    1,525       2,517  

Gross margin

    466       925  
                 

Operating expenses:

               

Engineering

    452       530  

Selling, general and administrative

    1,171       1,305  

Total operating expenses

    1,623       1,835  
                 

Operating loss

    (1,157 )     (910 )
                 

Gain on sale of product line

          802  

Gain/(loss) on adjustment of derivative liability to fair value

          46  

Interest expense:

               

Interest expense, net

    (79 )     (29 )

Interest expense from accretion of loan discount

    (22 )     (11 )

Total interest expense, net

    (101 )     (40 )

Loss before income taxes

    (1,258 )     (102 )

Provision for income taxes

           

Net loss

  $ (1,258 )   $ (102 )
                 

Loss per common share – basic

  $ (0.13 )   $ (0.01 )

Loss per common share – diluted

  $ (0.13 )   $ (0.01 )
                 

Weighted average common shares used in per share calculation:

         

Basic

    9,715       9,550  

Diluted

    9,715       9,550  

 

 

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