UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 5, 2019
Giga-tronics Incorporated
(Exact Name of Registrant as Specified in Charter)
|
California |
|
0-12719 |
|
94-2656341 |
|
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|||
|
5990 Gleason Drive, Dublin, CA |
|
94568 |
||
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code (925) 328-4650
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|
|
☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 5, 2019 Giga-tronics Incorporated (the “Company”) issued a press release announcing that it has received an order for approximately $4.0 million from the Naval Air Warfare Center and its preliminary, estimated operating results for the fiscal quarter ended December 29, 2018.
A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 2.02. The information contained in this Current Report, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
Item 7.01 Regulation FD Disclosure.
Please see response to Item 2.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description |
|
(d) Exhibit 99.1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Date: February 5, 2019 |
GIGA-TRONICS INCORPORATED |
|
|
|
|
|
|
|
|
By: /s/ Lutz P. Henckels Executive Vice President and Interim Financial Officer |
Exhibit 99.1
NEWS RELEASE
|
For Release on February 5, 2019 |
Contact: Lutz Henckels |
|
|
Executive Vice President & Interim CFO |
|
|
(925) 328-4650 ext. 4698 |
Giga-tronics Announces Receipt of $4 Million Order
for Advanced Signal Generator Products and Preliminary
Operating Results for Third Quarter Fiscal 2019
DUBLIN, Calif., February 5, 2019 (OTCQB: GIGA) —Giga-tronics Incorporated (the “Company”) announced today that it has received a $4 million order from the Naval Air Warfare Center based upon its Real-Time Threat Emulation System (Real-Time TEmS) which 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 is comprised of two TEmS units of equal value along with approximately $671,000 of engineering services to support and upgrade currently installed systems. The Company expects to fulfill the first TEmS unit order in the March 2019 quarter, the Company’s fourth quarter of the current fiscal year. The second TEmS unit order is expected to be fulfilled during the June 2019 quarter, the Company’s first quarter of next fiscal year. The engineering services are expected to occur during the next twelve months.
The Company also announced today their preliminary operating results for the third quarter of fiscal 2019 which ended December 29, 2018. Net sales are expected to be approximately $1.9 million. The net loss for the third quarter is expected to be approximately $500,000. The Company expects to show approximately $250,000 in cash used from operations in the third quarter fiscal 2019. The Company will issue a more complete earnings release with commentary for the third quarter of fiscal 2019 and host a conference call the week of February 11, 2019.
Commenting on the $4 million order, Lutz Henckels, the Company’s Executive Vice President and Interim CFO stated, “Changing our sales approach to solution sales and changing our sales team in mid-calendar year 2018 was critical to obtaining this highly anticipated order from NAVAIR. We believe this order and the expected follow-on orders for our disruptive RADAR and Electronic Warfare test solution will allow us to be profitable in the current quarter and each quarter of our upcoming fiscal year 2020.”
Giga-tronics is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA". Giga-tronics produces YIG (Yttrium, Iron, Garnet) tuned oscillators, RADAR filters, and microwave synthesizers for use in military defense applications as well as sophisticated test and measurement equipment primarily used in electronic warfare test & emulation applications.
This press release contains forward-looking statements concerning future revenues and operating results, anticipated orders, long term growth and margin, expected shipments, and product line sales. 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; and general market conditions. For further discussion, see Giga-tronics' most recent annual report on Form 10-K for the fiscal year ended March 31, 2018 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."
1