UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[ X ]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended

June 29, 2019

  OR  

[     ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from

 

to

 

 

Commission File No. 001-14605

 

GIGA-TRONICS INCORPORATED

(Exact name of registrant as specified in its charter)

 

California

 

94-2656341

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

5990 Gleason Drive, Dublin CA 94568

 

(925) 328-4650

(Address of principal executive offices)

 

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, No par value   GIGA   OTCQB Market

 

Securities registered pursuant to Section 12(g) of the Act: None.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes [ X ]     No [    ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes [ X ]     No [    ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

[     ]

 

Accelerated filer

[     ]

Non-accelerated filer

[     ]

 

Smaller reporting company

[ X ]

 

 

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. [     ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).

Yes [   ]     No [ X ]

 

There were a total of 11,680,707 shares of the Registrant’s Common Stock outstanding as of July 22, 2019.  

 

1

 

 

 

INDEX

 

 

 

Page No.

PART I - FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements 

 

 

 

 

 

 

 

 

Unaudited Condensed Consolidated Balance Sheets as of June 29, 2019 and March 30, 2019

4

 

 

 

 

 

 

 

 

Unaudited Condensed Consolidated Statements of Operations, Three Month Periods Ended June 29, 2019 and June 30, 2018

5

 

 

 

 

 

 

 

 

Unaudited Consolidated Statements of Shareholders’ Equity, Three Month Periods Ended June 29, 2019 and June 30, 2018

6

         
     

Unaudited Condensed Consolidated Statements of Cash Flows, Three Month Periods Ended June 29, 2019 and June 30, 2018

7

 

 

 

 

 

 

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

8

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

25

 

Item 4.

Controls and Procedures

25

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

25

 

Item 1A.

Risk Factors

25

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

25

 

Item 3.

Defaults Upon Senior Securities

25

 

Item 4.

Mine Safety Disclosures

25

 

Item 5.

Other information

25

 

Item 6.

Exhibits

25

 

 

 

 

    SIGNATURES

26

 

 

 

 

 

 

Exhibit Index

 

 

 

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.

 

 

 

32.1 Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act.

 

 

2

 

 

FORWARD-LOOKING STATEMENTS

 

This report on Form 10-Q contains forward-looking statements about Giga-tronics Incorporated (the “Company”) for which it claims the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, capital structure and other financial items; (ii) statements of plans, objectives and expectations of the Company or its management or board of directors, including those relating to products, revenue or cost savings; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements.  Words such as "believes", "anticipates", "expects", "intends", "targeted", "projected", "continue", "remain", "will", "should", "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

 

These forward-looking statements are based on Management’s current knowledge and belief and include information concerning the Company’s possible or assumed future financial condition and results of operations. A number of factors, some of which are beyond the Company’s ability to predict or control, could cause future results to differ materially from those contemplated. These factors include but are not limited to risks related to (1) the Company’s ability to obtain necessary capital to finance its operations; (2) the Company’s ability to develop competitive products in a market with rapidly changing technology and standards; (3) the results of pending or threatened litigation; (4) risks related to customers’ credit worthiness/profiles; (5) changes in the Company’s credit profile and its ability to borrow; (6) a potential decline in demand for certain of the Company’s products; (7) potential product liability claims; (8) the potential loss of key personnel; and (9) U.S. and international economic conditions. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. The reader is directed to the Company's annual report on Form 10-K for the year ended March 30, 2019 for further discussion of factors that could affect the Company's business and cause actual results to differ materially from those expressed in any forward-looking statement made in this report. The Company undertakes no obligation to update any forward-looking statements in this report.

 

3

 

 

 

PART I – FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

 

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) 


(In thousands except share data)

 

June 29,

2019

   

March 30,

2019*

 

Assets

               

Current assets:

               

Cash and cash-equivalents

  $ 1,010     $ 878  

Trade accounts receivable, net of allowance of $8 and $8, respectively

    823       568  

Inventories, net

    2,748       2,734  

Prepaid expenses and other current assets

    1,302       1,354  

Total current assets

    5,883       5,534  

Property and equipment, net

    543       569  

Right of use asset

    1,297        

Other long term assets

    176       176  

Total assets

  $ 7,899     $ 6,279  

Liabilities and shareholders' equity

               

Current liabilities:

               

Line of credit

  $ 429     $  

Accounts payable

    930       747  

Loan payable, net of discounts and issuance costs

    1,473       1,781  

Accrued payroll and benefits

    387       476  

Deferred rent

          74  

Lease obligations

    386       41  

Deferred liability related to asset sale

    40       40  

Other current liabilities

    715       754  

Total current liabilities

    4,360       3,913  

Other non-current liabilities

    242       172  

Long term deferred rent

          358  

Long term obligations - leases

    1,372       21  

Total liabilities

    5,974       4,464  

Commitments and contingencies

               

Shareholders' equity:

               

Convertible preferred stock; no par value; Authorized - 1,000,000 shares Series A- designated 250,000 shares; no shares at June 29, 2019 and March 30, 2019 issued and outstanding

           

Series B, C, D- designated 19,500 shares; 18,533.51 shares at June 29, 2019 and March 30, 2019 issued and outstanding; (liquidation preference of $3,540 at June 29, 2019 and March 30, 2019)

    2,911       2,911  

Series E- designated 100,000 shares; 98,400 shares at June 29, 2019 and March 30, 2019 issued and outstanding; (liquidation preference of $3,690 at June 29, 2019 and March 30, 2019)

    1,893       1,895  

Common stock; no par value; Authorized - 40,000,000 shares; 11,343,011 shares at June 29, 2019 and 11,360,511 shares at March 30, 2019 issued and outstanding

    25,654       25,557  

Accumulated deficit

    (28,533 )     (28,548 )

Total shareholders' equity

    1,925       1,815  

Total liabilities and shareholders' equity

  $ 7,899     $ 6,279  

 

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

 

* Derived from the audited consolidated financial statements as of and for the fiscal year ended March 30, 2019.

 

4

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


   

Three Months Ended

 

(In thousands except per share data)

 

June 29,

2019

   

June 30,

2018

 

Net revenue

               

Goods

  $ 1,938     $ 207  

Services

    1,560       2,843  

Total revenue

    3,498       3,050  
                 

Cost of goods and services

    1,968       1,744  

Gross profit

    1,530       1,306  
                 

Operating expenses:

               

Engineering

    355       375  

Selling, general and administrative

    1,047       1,001  

Total operating expenses

    1,402       1,376  
                 

Operating income (loss)

    128       (70 )
                 

Interest expense:

               

Interest expense, net

    (94 )     (127 )

Interest expense from accretion of loan discount

    (19 )     (50 )

Total interest expense, net

    (113 )     (177 )

Income (loss) before income taxes

    15       (247 )

Provision for income taxes

          40  

Net income (loss)

  $ 15     $ (287 )
                 

Income (loss) per common share basic

  $ 0.00     $ (0.03 )

Income (loss) per common share diluted

  $ 0.00     $ (0.03 )
                 

Weighted average common shares used in per share calculation:

               

Basic

    10,775       10,419  

Diluted

    23,090       10,419  

 

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

5

 

 

 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)


 

 

   

Preferred Stock

   

Common Stock

   

Accumulated

         

(In thousands except share data)

 

Shares

   

Amount

   

Shares

   

Amount

   

Deficit

   

Total

 

Balance at March 31, 2018

    62,334     $ 3,613       10,312,653     $ 25,200     $ (28,682 )   $ 131  

Cumulative effect of ASC 606 adoption

                            1,176       1,176  

Net loss

                            (287 )     (287 )

Share based compensation

                      57             57  

Warrant exercises, net of issuance costs

                60,300       15             15  

Equity issuance for PFG Loan

                7,500                    

Restricted stock granted

                38,500                    

Series E preferred stock issuance, net of offering costs of $15

    9,600       205                         205  

Balance at June 30, 2018

    71,934     $ 3,818       10,418,953     $ 25,272     $ (27,793 )   $ 1,297  

 

 

 

   

Preferred Stock

   

Common Stock

   

Accumulated

         

(In thousands except share data)

 

Shares

   

Amount

   

Shares

   

Amount

   

Deficit

   

Total

 

Balance at March 30, 2019

    116,934     $ 4,806       11,360,511     $ 25,557     $ (28,548 )   $ 1,815  

Net income

                            15       15  

Share based compensation

                      95             95  

Equity issuance for PFG Loan

                2,500                    

Restricted stock forfeited

                (20,000 )                  

Series E preferred stock issuance, reclass of offering costs of $2

          (2 )           2              

Balance at June 29, 2019

    116,934     $ 4,804       11,343,011     $ 25,654     $ (28,533 )   $ 1,925  

 

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

6

 

    

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


   

Three Months Ended

 

(In thousands)

 

June 29,

2019

   

June 30,

2018

 

Cash flows from operating activities:

               

Net income (loss)

  $ 15     $ (287 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

               

Depreciation and amortization

    47       73  

Share-based compensation

    95       57  

Accretion of discounts on debt

    20       50  

Accrued interest and fees on loan payable

    (327 )     25  

Change in deferred rent

    1       (14 )

Changes in operating assets and liabilities:

               

Trade accounts receivable

    (255 )     (94 )

Inventories

    (14 )     468  

Prepaid expenses and other current assets

    52       (516 )

Right of use asset

    64        

Accounts payable

    183       (240 )

Accrued payroll and benefits

    (89 )     70  

Deferred revenue

          (550 )

Other current liabilities and non-current liabilities

    27       13  

Net cash used in operating activities

    (181 )     (945 )
                 

Cash flows from investing activities:

               

Purchases of property and equipment

    (22 )      

Net cash used in investing activities

    (22 )      
                 

Cash flows from financing activities:

               

Principal payments on leases

    (94 )     (12 )

Proceeds from borrowings, net of issuance costs

    429        

Proceeds from issuance of preferred stock, net of issuance costs

          205  

Exercise of warrants

          15  

Net cash provided by financing activities

    335       208  
                 

Increase (decrease) in cash and cash-equivalents

    132       (737 )
                 

Beginning cash and cash-equivalents

    878       1,485  

Ending cash and cash-equivalents

  $ 1,010     $ 748  
                 

Supplementary disclosure of cash flow information:

               

Cash paid for income taxes

  $ 55     $  

Cash paid for interest

  $ 256     $ 61  
                 

Supplementary disclosure of noncash activities:

               

Cumulative effect of adoption of ASC 606 on inventory

  $       (1,581 )

Cumulative effect of adoption of ASC 606 on prepaid expenses and other current assets

  $       189  

Cumulative effect of adoption of ASC 606 on deferred revenue

  $       2,567  

Cumulative effect of adoption of ASC 842 on right of use assets

  $ 1,361        

Cumulative effect of adoption of ASC 842 on deferred rent

  $ 429        

Cumulative effect of adoption of ASC 842 on lease liability

  $ 1,790        

 

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

7

 

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

(1)          Organization and Significant Accounting Policies

 

The condensed consolidated financial statements included herein have been prepared by Giga-tronics Incorporated (“Giga-tronics,” “Company” or “we”), pursuant to the rules and regulations of the Securities and Exchange Commission. The consolidated results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the fiscal year. In the opinion of management, the information contained herein reflects all adjustments (consisting of normal recurring entries) necessary to make the consolidated results of operations for the interim periods a fair statement of such operations. For further information, refer to the consolidated financial statements and footnotes thereto, included in the Annual Report on Form 10-K, filed with the Securities and Exchange Commission for the year ended March 30, 2019.

   

Principles of Consolidation The consolidated financial statements include the accounts of Giga-tronics and its wholly-owned subsidiary, Microsource, Inc. (“Microsource”). All significant intercompany balances and transactions have been eliminated in consolidation

  

Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Leases

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 - Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less are accounted for similar to guidance for operating leases existing prior to ASC 842. ASC 842 supersedes the previous leases standard, ASC 840 Leases. The Company adopted ASC 842 as of March 31, 2019. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which amends ASC Topic 842 to provide another transition method, allowing a cumulative effect adjustment to the opening balance of retained earnings during the period of adoption. The Company has one long term office lease. The adoption of ASU 2016-02 on March 31, 2019 resulted in the recognition of right-of-use assets of approximately $1.4 million, lease liabilities for operating leases of approximately $1.8 million and no material impact to the Consolidated Statements of Operations or Cash Flows. See below for further information regarding the impact of the adoption of ASU 2016-02 on the Company's financial statements.

 

Revenue Recognition and Deferred Revenue Beginning April 1, 2018, the Company follows the provisions of ASU 2014-09 as subsequently amended by the FASB between 2015 and 2017 and collectively known as ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Amounts for prior periods are not adjusted and continue to be reported in accordance with the Company’s historic accounting practices. The guidance provides a unified model to determine how revenue is recognized. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

 

In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps: (i) identifies the promised goods or services in the contract; (ii) determines whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measures the transaction price, including the constraint on variable consideration; (iv) allocates the transaction price to the performance obligations based on estimated selling prices; and (v) recognizes revenue when (or as) the Company satisfies each performance obligation.

 

The Company generates revenue through the design, manufacture, and sale of products used in the defense industry to major prime defense contractors, the armed services (primarily in the U.S.) and research institutes. There is generally one performance obligation in the Company’s contracts with its customers. For highly engineered products, the customer typically controls the work in process as evidenced either by contractual termination clauses or by the Company’s right to payment for costs incurred to date plus a reasonable profit for products or services that do not have an alternative use. In these circumstances, the performance obligation is the design and manufacturing service. As control transfers continuously over time on these contracts, revenue is recognized based on the extent of progress towards completion of the performance obligation using a cost-to-cost method. Engineering services are also satisfied over time and recognized on the cost-to-cost method. These types of revenue arrangements are typical for our defense contracts within the Microsource segment for its YIG RADAR filter products used in fighter jet aircrafts.

 

8

 

 

For the sale of standard or minimally customized products, the performance obligation is the series of finished products which are recognized at the points in time the units are transferred to the control of the customer, typically upon shipment. This type of revenue arrangement is typical for our commercial contracts within the Giga-tronics segment for its Advanced Signal Generation and Analysis system products used for testing RADAR and Electronic Warfare (“EW”) equipment.

 

Performance Obligations

 

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC Topic 606. The Company’s performance obligations include:

 

 

Design and manufacturing services

 

Product supply – Distinct goods or services that are substantially the same

 

Engineering services

 

The majority of the Company’s contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct.

 

Transaction Price

 

The Company has both fixed and variable consideration. Under the Company’s highly engineered design and manufacturing arrangements, advance payments and unit prices are considered fixed, as product is not returnable and the Company has an enforceable right to reimbursement in the event of a cancellation. For standard and minimally customized products, payments can include variable consideration, such as product returns and sales allowances. The transaction price in engineering services arrangements may include estimated amounts of variable consideration, including award fees, incentive fees, or other provisions that can either increase or decrease the transaction price. Milestone payments are identified as variable consideration when determining the transaction price. At the inception of each arrangement that includes milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. The Company estimates variable consideration at the amount to which they expect to be entitled, and determines whether to include estimated amounts as a reduction in the transaction price based largely on an assessment of the conditions that might trigger an adjustment to the transaction price and all information (historical, current and forecasted) that is reasonably available to the Company. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the estimation uncertainty is resolved.

 

Allocation of Consideration

 

As part of the accounting for arrangements that contain multiple performance obligations, the Company must develop assumptions that require judgment to determine the stand-alone selling price of each performance obligation identified in the contract. When a contract contains more than one performance obligation, the Company uses key assumptions to determine the stand-alone selling price of each performance obligation. Because of the customized nature of products and services, estimated stand-alone selling prices for most performance obligations are estimated using a cost-plus margin approach. For non-customized products, list prices generally represent the standalone selling price. The Company allocates the total transaction price to each performance obligation based on the estimated relative stand-alone selling prices of the promised goods or service underlying each performance obligation.

 

Timing of Recognition

 

Significant management judgment is required to determine the level of effort required under an arrangement and the period over which the Company expects to complete its performance obligations under the arrangement. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. The Company generally uses the cost-to-cost measure of progress as this measure best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenue is recognized for design and manufacturing services and for engineering services over time proportionate to the costs that the Company has incurred to perform the services using the cost-to-cost input method and for products at a point in time.

 

9

 

 

Changes in Estimates

 

The effect of a contract modification on the transaction price and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis.

 

For contracts using the cost-to-cost method, management reviews the progress and execution of the performance obligations. This process requires management judgment relative to estimating contract revenue and cost, and making assumptions for delivery schedule. This process requires management’s judgment to make reasonably dependable cost estimates. Since certain contracts extend over a longer period of time, the impact of revisions in cost and revenue estimates during the progress of work may adjust the current period earnings through a cumulative catch-up basis. This method recognizes, in the current period, the cumulative effect of the changes on current and prior quarters. Contract cost and revenue estimates for significant contracts are generally reviewed and reassessed quarterly.

 

Balance Sheet Presentation

 

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and deferred revenue (contract liabilities) on the Condensed Consolidated Balance Sheet. Under the typical payment terms of over time contracts, the customer pays either performance-based payments or progress payments. Amounts billed and due from customers are classified as receivables on the Condensed Consolidated Balance Sheet. Interim payments may be made as work progresses, and for some contracts, an advance payment may be made. A liability is recognized for these interim and advance payments in excess of revenue recognized and is presented as a contract liability which is included within accrued liabilities and other long-term liabilities on the Condensed Consolidated Balance Sheet. Contract liabilities typically are not considered a significant financing component because these cash advances are used to meet working capital demands that can be higher in the early stages of a contract. When revenue recognized exceeds the amount billed to the customer, an unbilled receivable (contract asset) is recorded for the amount the Company is entitled to receive based on its enforceable right to payment.

 

Remaining performance obligations represent the transaction price of firm orders for which work has not been performed as of the period end date and excludes unexercised contract options and potential orders under ordering-type contracts (e.g., indefinite-delivery, indefinite-quantity).

 

Recognition Prior to April 1, 2018

 

Prior to April 1, 2018 under the legacy GAAP, the Company recorded revenue when there was persuasive evidence of an arrangement, delivery had occurred, the price was fixed and determinable, and collectability was reasonably assured. This occurred when products were shipped or the customer accepted title transfer. If the arrangement involved acceptance terms, the Company deferred revenue until product acceptance was received. On certain large development contracts, revenue was recognized upon achievement of substantive milestones.  Advanced payments were recorded as deferred revenue until the revenue recognition criteria described above had been met. Amounts for periods ending prior to April 1, 2018 have not been adjusted for ASC 606 and continue to be reported in accordance with the Company’s previous accounting practices.

 

New Accounting Standards

 

In June 2018, the FASB issued ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting,” to simplify the accounting for share based transactions with nonemployees in which the grantor acquires goods or services to be used or consumed. Under the new standard, most of the guidance on recording share-based compensation granted to nonemployees will be aligned with the requirements for share-based compensation granted to employees. This standard will be effective in the first quarter of fiscal 2020, and early adoption is permitted. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

 

 

In February 2016, the FASB issued authoritative guidance under ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize right-of-use assets and lease liabilities for most leases on the balance sheet and to provide expanded disclosures about leasing arrangements. The Company adopted the standard effective March 31, 2019 using the optional transition method and did not restate comparative periods. There was no effect on accumulated deficit at adoption.

 

Practical expedients elected

The Company has elected the package of practical expedients to (a) not reassess whether expired or existing contracts are or contain leases, (b) not reassess the lease classification for any expired or existing leases and (c) not reassess the accounting for initial direct costs. As a result, leases classified as operating leases prior to adoption of the new lease standard remain as operating leases and leases classified as capital leases prior to adoption of the new lease standard are now finance leases.

 

10

 

 

The adoption of the new leases standard resulted in the following adjustments to the consolidated balance sheet as of March 31, 2019 (in thousands):

 

     

Balance at 3/30/2019

   

Adoption

Adjustment

   

 

Balance at 3/31/2019

 

 

Assets:

                       

Right of use assets- Operating lease

  $     $ 1,361     $ 1,361  

Right of use assets- Finance lease

            49       49  

Property and equipment, net (a)

    49       (49 )      
                           

Liabilities:

                       

Deferred rent (b)

  $ 71     $ (71 )   $  

Operating lease liability, current portion

          337       337  

Finance lease obligation, current portion

          41       41  

Capital lease obligation, current portion (c)

    41       (41 )      

Long term deferred rent (d)

    358       (358 )      

Long term obligations – capital lease (e)

    19       (19 )      

Operating lease liability, non-current portion

          1,453       1,453  

Finance lease obligation, long-term portion

          19       19  

 

(a)    Represents net book value of capital lease assets reclassified to Finance right of use assets.

 

(b)    Represents current portion of deferred rent reclassified to Operating lease obligation, current portion.

 

(c)    Represents current portion of capital lease liability reclassified to Finance lease obligation - current portion.

 

(d)    Represents noncurrent portion of deferred rent reclassified to Operating lease liability - non-current portion.

 

(e)    Represents noncurrent portion of capital lease obligation reclassified to Finance lease obligation - non-current portion.

 

 

Adoption of the standards related to leases had no impact to cash from or used in operating, financing, or investing activities on our consolidated cash flows statements.

 

 

(2)           Inventories

 

Inventories consisted of the following:

 

(In thousands)

 

June 29,

2019

   

March 30,

2019

 

Raw materials

  $ 900     $ 759  

Work-in-progress

    1,409       1,523  

Finished goods

    77       57  

Demonstration inventory

    362       395  

Total

  $ 2,748     $ 2,734  

 

 

 

 

 

 (3)      Accounts Receivable Line of Credit

 

  

On March 11, 2019, the Company entered into an Amended and Restated Business Financing Agreement (the “Restated Financing Agreement”) with Western Alliance Bank, as successor to Bridge Bank. The Restated Financing Agreement amends, restates and replaces a credit agreement with Bridge Bank dated May 6, 2015 (as previously amended, the “Previous Financing Agreement”) in its entirety.

 

Under the Restated Financing Agreement, Western Alliance Bank may advance up to 85% of the amounts of invoices issued by the Company, up to a maximum of $2.5 million in aggregate advances outstanding at any time. The Restated Financing Agreement eliminates a $500,000 non-formula borrowing base and an asset coverage ratio financial covenant included in the Previous Financing Agreement.

 

Under the Restated Financing Agreement, interest accrues on outstanding amounts at an annual rate equal to the greater of prime or 4.5% plus, in either case, one percent. The Company is required to pay certain fees, including an annual facility fee of $14,700, to be paid in two equal semiannual installments. The Company’s obligations under the Restated Financing Agreement are secured by a security interest in substantially all of the assets of the Company and any domestic subsidiaries, subject to certain customary exceptions. The Restated Financing Agreement has no specified term and may be terminated by either the Company or Western Alliance Bank at any time.

 

The Restated Financing Agreement contains customary events of default, including, among others: non-payment of principal, interest or other amounts when due; providing false or misleading representations and information; Western Alliance Bank failing to have an enforceable first lien on the collateral; cross-defaults with certain other indebtedness; certain undischarged judgments; bankruptcy, insolvency or inability to pay debts; and a change of control of the Company. Upon the occurrence and during the continuance of an event of default, the interest rate on the outstanding borrowings increases by 500 basis points and Western Alliance Bank may declare the loans and all other obligations under the Restated Financing Agreement immediately due and payable.

 

As of June 29, 2019 and March 30, 2019, the Company’s total outstanding borrowings under the Restated Financing Agreement were $429,000 and zero, respectively.

 

 

(4)        Term Loan and Warrants  

 

On April 27, 2017, the Company entered into a $1,500,000 loan agreement with Partners For Growth V, L.P. (“PFG”), which was funded by PFG on April 28, 2017 (the “2017 Loan”). The 2017 Loan, which was scheduled to mature on April 27, 2019, provides for interest only payments during the term of the loan with principal and any accrued interest and fees due upon maturity. The 2017 Loan bears interest at a fixed aggregate per annum rate equal to 16% per annum, of which 9.5% per annum rate is payable monthly in cash and 6.5% per annum rate is accrued monthly and due upon maturity. In addition, the Company agreed to pay PFG a cash fee of up to $100,000 payable upon maturity (the “back-end fee”), $76,000 of which was earned on April 27, 2017, and $24,000 of which is earned at the rate of $1,000 per month on the first day of each month if the loan principal (or any amount thereof) is outstanding during any day of the prior month.

 

Additionally, the 2017 Loan provides for the Company’s issuance of up to 250,000 common shares to PFG, of which 190,000 was earned by PFG upon signing (April 27, 2017) and 60,000 of which is earned at the rate of 2,500 per month on the first day of each month if the loan principal (or any amount thereof) is outstanding during any day of the prior month. The 2017 Loan provided for certain financial covenants related to the revenue achievement and maintenance of tangible net worth. PFG can accelerate the maturity of the loan in case of a default and the Company can prepay the loan before maturity without interest prepayments or penalty. The Company has pledged all of its assets as collateral for the 2017 Loan, including all its accounts, inventory, equipment, deposit accounts, intellectual property and all other personal property; however, the 2017 Loan is subordinate to the Bridge Bank line of credit (see Note 3, Accounts Receivable Line of Credit).

 

The requirement to issue 60,000 shares of the Company’s common stock over the term of the loan is an embedded derivative (an embedded equity forward). The Company evaluated the embedded derivative in accordance with ASC 815-15-25. The embedded derivative is not clearly and closely related to the debt host instrument and therefore is being separately measured at fair value, with subsequent changes in fair value being recognized in the consolidated statements of operations.

 

12

 

 

The proceeds received upon issuing the loan were allocated to: i) common stock, for the fair value of the 190,000 shares of common stock initially issued to the lender; ii) the fair value of the embedded derivative; and iii) the loan host instrument. Upon issuance of the loan, the Company recognized $1,576,000 of principal payable to PFG, representing the stated principal balance of $1,500,000 plus the initial back-end fee of $76,000. The initial carrying value of the loan was recognized net of debt discount aggregating approximately $326,000, which is comprised of the following:

 

Fees paid to the lender and third parties

  $ 44,000  

Back-end fee

    76,000  

Estimated fair value of embedded equity forward

    49,000  

Fair value of 190,000 shares of common stock issued to lender

    157,000  

Aggregate discount amount

  $ 326,000  

 

 

The bifurcated embedded derivative and the debt discount are presented net with the related loan balance in the consolidated balance sheets. The debt discount is being amortized to interest expense over the loan’s term using the effective interest method. During the fiscal quarter ended June 29, 2019, the Company amortized discounts of approximately $20,000 to interest expense. As of June 29, 2019, the Company had issued to PFG 400,000 common shares under the loans.

 

PFG’s ability to call the debt on default (contingent put) and its ability to assess interest rate at a default rate (contingent interest) are embedded derivatives, which the Company evaluated. The fair value of these embedded features was determined to be immaterial and was not bifurcated from the debt host for accounting purposes.

 

Between June 24, 2017 and March 25, 2018, the Company was not in compliance with the 2017 Loan’s revenue and tangible net worth financial covenants and was subject to a default interest rate of 22% per annum which it accrued and paid when due during this period.

 

On March 26, 2018, concurrent with the execution of the Securities Purchase Agreement for the Series E Shares (see Note 12 – Preferred Stock and Warrants - Series E Senior Convertible Voting Perpetual Preferred Stock), the Company and PFG entered into a modification agreement providing for the restructuring of certain terms associated with approximately $1.7 million in indebtedness under the 2017 Loan. Subject to the sale of at least $1.0 million in Series E Shares, PFG agreed to waive all current defaults and cease applying the applicable default interest rate, returning to the stated non-default rate of 16%, and to lower the revenue and tangible net worth covenants for the remaining term of the loan. As consideration for the modifications, the Company reduced the exercise price of outstanding warrants previously granted to PFG (pursuant to its 2014 Loan Agreement and Credit Line with PFG) to purchase 260,000 shares of the Company’s common stock from $1.42 to $0.25 per share and extended the exercisability of the warrants by one year to March 13, 2020.

 

The amendments to the 2017 Loan Agreement were recognized as a loan modification. The change in fair value of the warrants of $43,700, resulting from the reduced strike price and extension of term, was recognized as a discount to the 2017 Loan and is being amortized to interest expense over the remaining term of the 2017 Loan Agreement.

 

In December 2018, the Company and PFG agreed to modify the 2017 Loan Agreement to extend the maturity date from April 27, 2019 to November 1, 2019, to require the Company to pay all accrued interest on May 1, 2019 and to require the Company to make monthly prepayments of principal of $75,000 and accrued interest from May 1, 2019 until maturity. The effectiveness of the modification was conditioned on the Company raising $500,000 in additional equity capital. As of March 30, 2019, the Company had satisfied this condition.

 

On March 11, 2019, the Company and PFG agreed to further modify the 2017 Loan Agreement to extend the maturity date to March 1, 2020 and to add financial covenants requiring the Company to maintain a minimum tangible net worth and minimum revenues.

 

On June 28, 2019, the Company and PFG agreed to further modify the 2017 Loan Agreement to adjust the financial covenants requiring the Company to maintain a minimum tangible net worth and minimum revenues. The Company was in compliance with these financial covenants at June 29, 2019.

 

The Company anticipates it will need to achieve significant product shipments and resulting cash inflows and or seek additional funds through the issuance of new debt or equity securities to repay the 2017 Loan (including accrued interest and back end fees) in full upon maturity or otherwise enter into a refinancing agreement with PFG.

 

 

(5)         Leases

 

Operating leases

Building - The Company has a non-cancelable operating lease for office, research and development, engineering, laboratory, storage and/or warehouse uses in Dublin, California for 77 months from April 1, 2017 through August 31, 2023. The Company agreed to pay an aggregate base rent of $2,384,913 for the period of 77 months, with an annual increase of $0.05 per rentable square foot for each subsequent year. The agreement provided for rent abatement of $173,079 during the initial five months of the lease, subject to the Company performing the terms and conditions required under the lease, and certain tenant improvements completed at the landlord’s expense of $358,095.

 

13

 

 

Per the terms of the Company’s lease agreements, the Company does not have any residual value guarantees. In calculating the present value of the lease payments, the Company has elected to utilize its incremental borrowing rate. The Company has elected for facility operating leases to not separate each lease component from its associated non-lease components. The building lease includes variable payments (i.e. common area maintenance) which are charged and paid separately from rent based on actual costs incurred and therefore are not included in the right-of-use asset and liability but reflected in operating expense in the period incurred.

 

Lease costs

 

For the three months ended:

 

     

June 29,

 
 

Classification

 

2019

 

Operating lease costs

Operating expenses

  $ 125  

Finance lease:

         

Amortization of lease asset

Depreciation and amortization

    10  

Interest on lease liability

Interest expense

    2  

Total lease costs

  $ 137  

 

 

Other information:          

 

For the three months ended:

June 29, 2019

 

Operating leases

   

Finance leases

 

Operating cash used for leases

  $ 143        

Financing cash used for leases

        $ 13  

Weighted-average remaining lease term

    4.17       1.21  

Weighted average discount rate

    6.50 %     12.00 %

 

 

Future lease payments as of June 29, 2019 were as follows:

 

   

Operating leases

   

Finance leases

   

Total

 

Remainder current year

  $ 333     $ 32     $ 365  

2021

    458       22       480  

2022

    473             473  

2023

    487             487  

Thereafter

    209             209  

Total future minimum lease payments

    1,960       54       2,014  

Less: imputed interest

    (252 )     (4 )     (256 )

Present value of lease liabilities

  $ 1,708     $ 50     $ 1,758  

 

 

 

(6)         Fair Value

 

Pursuant to the accounting guidance for fair value measurement and its subsequent updates, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The accounting guidance establishes a hierarchy for inputs used in measuring fair value that minimizes the use of unobservable inputs by requiring the use of observable market data when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on active market data. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances.  

 

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.

  

14

 

 

   

•  

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 carrying amounts of the Company’s cash and cash-equivalents and line of credit approximate their fair values at each balance sheet date due to the short-term maturity of these financial instruments, and generally result in inputs categorized as Level 1 within the fair value hierarchy. The carrying value of the outstanding PFG loan approximates the estimated aggregate fair value and classified with the loan host. The fair value estimate of the embedded equity forward is based on the closing price of the Company’s common stock on the measurement date, the risk-free rate, the date of expiration, and any expected cash distributions of the underlying asset before expiration. The estimated fair value of the embedded equity forward represents a Level 2 measurement.

 

On March 26, 2018, the Company and PFG agreed to eliminate the cash put provision contained in warrants in exchange for the Company issuing 150,000 shares of the Company’s common stock. Upon removal of the put, the warrants were re-valued using the Black-Scholes option-pricing model with the following assumptions: (i) remaining term of 0.96 years, (ii) expected volatility of 85%, (iii) risk-free interest rate of 2.12%, and (iv) no expected dividends. The resulting change in fair value of the warrants, along with the fair value of the common stock issued to PFG, was recognized as an adjustment of warrant liability in the consolidated statements of operations.

 

 

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 29, 2019 and March 30, 2019.

 

 

 (7)         Income (loss) Per Share

 

Basic income (loss) per share is calculated by dividing net income or loss by the weighted average common shares outstanding during the period. Diluted earnings per share (EPS) reflects the net incremental shares that would be issued if unvested restricted shares became vested and dilutive outstanding stock options were exercised, using the treasury stock method. In the case of a net loss, it is assumed that no incremental shares would be issued because they would be antidilutive. In addition, certain options are considered antidilutive because assumed proceeds from exercise price, related tax benefits and average future compensation was greater than the weighted average number of options outstanding multiplied by the average market price during the period.

 

Shares included in the diluted EPS calculation for the three month period ended June 29, 2019 are as follows:

 

   

June 29,

 

(In thousands except per share data)

 

2019

 

Net income (loss)

  $ 15  
         

Weighted average basic shares outstanding

    10,775  

Effect of dilutive securities

    12,315  

Weighted-average dilutive shares

    23,090  
         

Basic earnings per share

  $ 0.00  

Diluted earnings per share

  $ 0.00  

 

Shares excluded from the diluted EPS calculation for the three month period ended June 30, 2018 because they would be anti-dilutive are as follows:

 

 

 

June 30,

 
(In thousands)   

2018

 
         

Common shares issuable upon exercise of stock options

    1,498  

Restricted stock awards

    262  

Issuable shares for interest on loan

    25  

Common shares issuable upon conversion of convertible preferred stock

    7,113  

Common shares issuable upon exercise of warrants

    3,960  

 

15

 

 

 

(8)          Shared-based Compensation and Employee Benefit Plans

 

 

During September 2005, the Company established its 2005 Equity Incentive Plan, which provides for the granting of stock options and restricted stock for up to 2,850,000 shares of common stock at 100% of fair market value at the date of grant, with each grant requiring approval by the Board of Directors of the Company. In 2014, the term of the 2005 Equity Incentive Plan was extended to 2025. Options granted generally vest in one or more installments in a four or five year period and must be exercised while the grantee is employed by the Company or within a certain period after termination of employment (or while providing services under a service arrangement in the case of non-employees). Options granted to employees shall not have terms in excess of 10 years from the grant date. Holders of options may be granted stock appreciation rights (SAR), which entitle them to surrender outstanding options for a cash distribution under certain changes in ownership of the Company, as defined in the stock option plan. As of June 29, 2019, no further shares of common stock are available for issuance. All outstanding options have a ten-year life from the date of grant.

 

On September 20, 2018, shareholders approved the Company’s 2018 Equity Incentive Plan under which the Company may issue up to 2,500,000 shares of common stock upon the exercise of options, stock awards and grants. With the adoption of the 2018 Equity Incentive Plan, no further awards will be issued under the 2005 Equity Incentive Plan, though all awards under the 2005 Equity Incentive Plan that are outstanding will continue to be governed by the terms, conditions and procedures set forth in the plan and any applicable award agreement. Option grants under the Company’s previous 2000 Stock Option Plan are no longer available.

 

Options granted generally vest in one or more installments in a four or five-year period and must be exercised while the grantee is employed by the Company (or while providing services under a service arrangement in the case of non-employees) or within a certain period after termination of employment or service arrangement in the case of non-employees. Options granted to employees shall not have terms in excess of 10 years from the grant date. Holders of options may be granted SARs, which entitle them to surrender outstanding awards for a cash distribution under certain changes in ownership of the Company, as defined in the stock option plan. As of June 29, 2019, no SARs have been granted under any option plan. As of June 29, 2019, the total number of shares of common stock available for issuance was 838,500. All outstanding options have a ten-year life from the date of grant. The Company records compensation cost associated with share-based compensation equivalent to the estimated fair value of the awards over the requisite service period. 

 

Stock Options

 

In calculating compensation related to stock option grants, the fair value of each stock option was estimated on the date of grant using the Black-Scholes-Merton option-pricing model and the following weighted average assumptions: 

 

   

Three Months Ended

 
   

June 29,

2019

   

June 30,

2018

 

Dividend yield

           

Expected volatility

    101.66 %     92.55 %

Risk-free interest rate

    2.35 %     2.82 %

Expected term (years)

    8.36       8.36  

 

The computation of expected volatility used in the Black-Scholes-Merton option-pricing model is based on the historical volatility of the Company’s share price. The expected term is estimated based on a review of historical employee exercise behavior with respect to option grants. The risk-free interest rate is based on the U.S. Treasury rates with maturity similar to the expected term of the option on the date of grant.

 

16

 

 

A summary of the changes in stock options outstanding for the three-month period ended June 29, 2019 and the year ended March 30, 2019 is as follows:  

   

           

Weighted

Average

   

Weighted Average

Remaining

Contractual

   

Aggregate

Intrinsic

 
   

Shares

   

Exercise Price per share

   

Terms (Years)

   

Value

 

Outstanding at March 31, 2018

    1,478,700     $ 0.56       8.0     $  

Granted

    1,504,000       0.31       9.6          

Forfeited / Expired

    (248,000 )     0.69                  

Outstanding at March 30, 2019

    2,734,700     $ 0.41       8.4     $  

Granted

    847,500       0.34       9.9          

Forfeited / Expired

    (32,200 )     0.48                  

Outstanding at June 29, 2019

    3,550,000     $ 0.39       8.5     $  
                                 

Exercisable at June 29, 2019

    860,992     $ 0.58       5.9     $  
                                 

At June 29, 2019 expected to vest in the future

    702,491     $ 0.40       9.6     $  

  

As of June 29, 2019, there was $497,000 of total unrecognized compensation cost related to non-vested options. That cost is expected to be recognized over a weighted average period of 3.32 years and will be adjusted for subsequent changes in estimated forfeitures. There were 207,292 options that vested during the quarter ended June 29, 2019, and 7,200 options that vested during the quarter ended June 30, 2018. The total fair value of options vested during each of the quarters ended June 29, 2019 and June 30, 2018 was $53,032 and $9,052 respectively. There were no options exercised in the three-month periods ended June 29, 2019 and June 30, 2018. Share based compensation cost related to stock options recognized in operating results for the three months ended June 29, 2019 and June 30, 2018 totaled $51,000 and $20,000, respectively.

 

Restricted Stock

 

The Company granted no restricted awards (“RSAs”) during the first quarters of fiscal 2020 and 2019. RSAs are considered fixed awards as the number of shares and fair value at the grant date is amortized over the requisite service period net of estimated forfeitures. As of June 29, 2019, there was $33,000 of total unrecognized compensation cost related to non-vested RSAs. That cost is expected to be recognized over a weighted average period of 0.68 years and will be adjusted for subsequent changes in estimated forfeitures. Compensation cost recognized for RSAs and unrestricted stock awards in operating results for the three months ended June 29, 2019 and June 30, 2018 totaled $44,000 and $37,000, respectively

  

A summary of the changes in non-vested RSAs outstanding for the three-month period ended June 29, 2019 and the fiscal year ended March 30, 2019 is as follows:

 

   

Shares

   

Weighted

Average Fair

Value per share

 

Non-Vested at March 31, 2018

    299,950     $ 0.65  

Granted

    310,000       0.31  

Vested

    (250,000 )     0.32  

Forfeited or cancelled

    (25,000

)

    0.79  

Non-Vested at March 30, 2019

    334,950     $ 0.56  

Vested

    (144,950 )     0.80  

Forfeited or cancelled

    (20,000 )     0.80  

Non-Vested at June 29, 2019

    170,000     $ 0.34  

   

 

 

 (9)           Significant Customer and Industry Segment Information

 

 

The Company has two reportable segments: Microsource and the Giga-tronics Division. Microsource’s primary business is the design of custom Microwave Integrated Components (“MIC”) as well as the production of MIC components using chip and wire assembly methods. Our Microsource Division offers a line of tunable, synthesized Band Reject Filters (BRF) for solving interference problems in RADAR/EW applications. Self-protection systems onboard high performance military aircraft often require RADAR filters to block electromagnetic interference generated by other onboard electronic systems, particularly the aircraft’s main RADAR. These high-speed, tunable notch filters are designed to block interference from both continuous wave and wide bandwidth emissions using proprietary driver and phase lock technology. The Company designs these filters specifically for each application. Microsource’s two largest customers are prime contractors for which it develops and manufactures RADAR filters used in fighter jet aircraft.

 

The Giga-tronics Division designs, manufactures and markets a family of functional test products for the RADAR and Electronic Warfare (RADAR/EW) segment of the defense electronics market. The Company’s RADAR/EW test products are used to evaluate and improve the performance of RADAR/EW systems.

  

17

 

 

The table below presents information for the two reportable segments:

 

           

Three Month Periods Ended

           

Three Month Periods Ended

 

(In thousands)

 

At June 29,

2019

   

June 29,

2019

   

June 29,

2019

   

At June 30,

2018

   

June 30,

2018

   

June 30,

2018

 
   

Assets

   

Net Sales

   

Net Income

   

Assets

   

Net Sales

   

Net Income

 
                   

(Loss)

                   

(Loss)

 

Giga-tronics Division

  $ 5,421     $ 1,916     $ (548 )   $ 4,418     $ 129     $ (1,559 )

Microsource

    2,478       1,582       562       1,953       2,921       1,272  

Total

  $ 7,899     $ 3,498     $ 14     $ 6,371     $ 3,050     $ (287 )

 

During the first quarter of fiscal 2020, one customer accounted for 50% of the Company’s consolidated revenues and was included in the Giga-tronics Division. A second customer accounted for 39% and was included in the Microsource segment. During the first quarter of fiscal 2019, one customer accounted for 64% of the Company’s consolidated revenues and was included in the Microsource segment. A second customer accounted for 31% and was also included in the Microsource segment.

 

 

(10)          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 income tax expense for the three months ended June 29, 2019 and $40,000 for the three months ended June 30, 2018. The effective tax rate for the three months ended June 29, 2019 and June 30, 2018 was 0% and 16% each period, primarily due to a valuation allowance recorded against the net deferred tax asset balance.

 

As of June 29, 2019, the Company had recorded $123,000 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.

 

 

(11)        Warranty Obligations

 

The Company records a liability in cost of goods and services for estimated warranty obligations at the date products are sold. Adjustments are made as new information becomes available. The following provides a reconciliation of changes in the Company’s warranty reserve. The Company provides no other guarantees.

 

(In thousands)

 

Three Months

Ended

June 29,

2019

   

Three Months

Ended

June 30,

2018

 

Balance at beginning of period

  $ 104     $ 164  

Provision, net

    12       6  

Warranty costs incurred

    (3

)

    (29

)

Balance at end of period

  $ 113     $ 141  

  

18

 

 

 

(12)       Preferred Stock and Warrants

 

Series E Senior Convertible Voting Perpetual Preferred Stock

 

On March 26, 2018, the Company entered into a Securities Purchase Agreement for the sale of 43,800 shares of a newly designated series of 6.0% Series E Senior Convertible Voting Perpetual Preferred Stock (“Series E Shares”) to approximately 15 private investors. The sale was completed and the Series E Shares were issued on March 28, 2018.

 

The purchase price for each Series E Share was $25.00. Gross proceeds received by the Company were approximately $1.095 million (the “Placement”). Net proceeds to the Company after fees and expenses of the Placement were approximately $1.0 million. Placement agent fees incurred in connection with the transaction were 5% of gross proceeds or approximately $57,000 in cash, plus warrants to purchase 5% of the number of common shares into which the Series E shares can be converted (223,000 shares) at an exercise price of $0.25 per share.

 

During the 2019 fiscal year, the Company issued and sold an additional 57,200 Series E Shares for the price of $25.00 per share, resulting in gross proceeds of $1,405,000. Net proceeds from sales of Series E Shares during the 2019 fiscal year were approximately $1.2 million after fees and expenses of approximately $212,000. Placement agent fees incurred in connection with the transaction were 5% of gross proceeds or approximately $56,875 in cash, plus warrants to purchase 5% of the number of common shares into which the Series E shares can be converted (100 shares) at an exercise price of $0.25 per share.

 

During the three months ended June 29, 2019, no additional Series E Shares were issued.

 

 

The table below presents information as of June 29, 2019 and March 30, 2019:

 

 

Preferred Stock

                               
   

 

Shares

   

 

Shares

   

 

Shares

   

Liquidation

Preference

 
   

Designated

   

Issued

   

Outstanding

   

(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  

Series E

    100,000.00       100,000.00       98,400.00       3,690  

Total at June 29, 2019 and March 30, 2019

    119,500.00       118,533.51       116,933.51     $ 7,230  

 

 

 

 

 (13)        Subsequent Events

 

None.

 

19

 

 

 

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The forward-looking statements included in this report including, without limitation, statements containing the words "believes", "anticipates", "estimates", "expects", "intends" and words of similar import, which reflect management’s best judgment based on factors currently known, involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including but not limited to those listed in Giga-tronics’ Annual Report on Form 10-K for the fiscal year ended March 30, 2019 Part I, under the heading “Risk Factors”, and Part II, under the heading “Management’s Discussion and Analysis of Financial Conditions and Results of Operations”.

 

Overview and Refocusing of Giga-tronics

 

We manufacture specialized electronics equipment for use in both military test and airborne operational applications. Our operations consist of two business segments, those of our wholly-owned subsidiary, Microsource, and those of our Giga-tronics Division.

 

 

 

Microsource’s primary business is the design of custom Microwave Integrated Components (“MIC”) as well as the production of MIC components using chip and wire assembly methods. Our Microsource Division offers a line of tunable, synthesized Band Reject Filters (BRF) for solving interference problems in RADAR and Electronic Warfare (RADAR/EW) applications. Self-protection systems onboard high performance military aircraft often require RADAR filters to block electromagnetic interference generated by other onboard electronic systems, particularly the aircraft’s main RADAR. Microsource’s high-speed, tunable notch filters are designed to block interference from both continuous wave and wide bandwidth emissions using proprietary driver and phase lock technology. We design these filters specifically for each application. Microsource customers are primarily prime contractors for whom we develop and manufacture aftermarket RADAR filters used in military fighter jet aircraft.

 

 

The Giga-tronics Division designs, manufactures and markets a family of functional test products for the RADAR/EW segment of the defense electronics market. Our RADAR/EW test products are used to evaluate and improve the performance of RADAR/EW systems. Giga-tronics Division customers include major prime defense contractors, the armed services (primarily in the U.S.) and research institutes. The Company believes its newer RADAR/EW test products represent a greater long-term opportunity for sales growth and improved gross margins compared to its legacy test and measurement equipment product lines, the majority of which have been divested in recent years.

 

 

Microsource’s revenues have increased in recent years as prime contractors began upgrading additional aircraft. Initially Microsource supplied filters for one fighter jet, the F/A-18E. During our 2014 fiscal year, the prime contractor added a second aircraft, the F-15. Additionally, during our 2017 fiscal year, a second prime contractor added a third aircraft, the F-16. As a result, Microsource’s revenue increased to over $9.0 million during our 2019 fiscal year, which ended March 30, 2019. Microsource is a sole-source supplier of filters for the three fighter jets and we expect that the business will continue to be a significant source of our future revenue.

 

The Company believes that customer spending for EW systems, including test and emulation, will grow in future years due to more complex RADAR signals and foreign investment in new technology, which will require customers to have greater access to more sophisticated test and emulation equipment.

 

The Company believes it can become a leading supplier of solutions for evaluating RADAR and EW systems due to the investment the Company has made since 2012 in its ASGA functional test platform. The same digital technology that has revolutionized commercial communications and automotive electronics is now being applied to advanced RADAR and EW systems. This shift in technology limits the effectiveness of traditional analog test solutions due to the inability of these solutions to properly stimulate and actively interact with the RADAR and EW systems being tested. We believe the digital Giga-tronics Advanced Signal Generator & Analyzer hardware (“ASGA”) platform offers greater control and real-time behavior compared to traditional analog test solutions. This digital architecture enables us to offer RADAR/EW test solutions with real time responses and closed loop behavior that we believe is not available from any competitor.

 

Significant Orders

 

Both Microsource and the Giga-tronics Division have historically received a limited number of large customer orders periodically. The timing of orders is sporadic and difficult to predict, and any achievement of associated milestones, can cause significant differences in orders received, backlog, sales, deferred revenue, inventory and cash flow when comparing one fiscal period to another. Below is a review of recently received significant orders:

 

20

 

 

Microsource

 

In fiscal 2015, Microsource received a $6.5 million order for non-recurring engineering (“NRE”) services and for delivery of a limited number of flight-qualified prototype hardware from a prime defense contractor to develop a variant of our high performance, fast tuning YIG RADAR filters for a fighter jet aircraft platform. In fiscal 2016 our Microsource business unit finalized an associated multiyear $10.0 million YIG production order (“YIG Production Order”). The Company started shipping the YIG Production Order in the second quarter of fiscal 2017 and anticipates shipping the remainder through fiscal 2020.  

 

In July 2016, Microsource received a $1.9 million non-recurring engineering services order associated with redesigning a component of its high performance YIG filter used on a fighter jet aircraft platform. Of this NRE service order, we delivered services of approximately $884,000 and $816,000 in fiscal years 2017 and 2018, respectively, and completed delivery of the remaining services during fiscal 2019.

 

In September 2017, Microsource received a $4.8 million order for continuing the YIG RADAR filter for a fighter jet platform. The Company began initial shipments of these filters in the fourth quarter of fiscal 2018 and recognized revenue on the majority of the order in fiscal 2019.

 

In February 2018, Microsource received a $1.6 million YIG RADAR filter order from one of our customers. The Company recognized $1.1 million of revenue in fiscal 2019 and expects to recognize the remainder of revenue in fiscal 2020.

 

In November 2018, Microsource received a $4.5 million YIG RADAR filter order from one of our customers.  The Company recognized $1.1 million of revenue in fiscal 2019 and expects to recognize the majority of the remaining revenue in fiscal year 2020.

 

In June 2019, Microsource received two orders totaling $3.7 million from Lockheed Martin and Raytheon. While the orders were received during the first quarter of fiscal 2020, the Company recognized no revenue during the quarter with respect to these orders.

 

Giga-tronics Division

 

In February 2019, the Giga-tronics Division received a $4.0 million order from the United States Navy for our Real-Time Threat Emulation System (TEmS) which is a combination of the ASGA 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 fulfilled the first TEmS unit order in the March 2019 quarter, the Company’s fourth quarter of fiscal 2019. The second TEmS unit order was fulfilled during the June 2019 quarter, the Company’s first quarter of fiscal 2020. The engineering services are expected to occur during the next twelve months.  

 

Critical Accounting Policies

 

Please refer to the section of the Company’s Annual Report on Form 10-K for the year ended March 30, 2019 entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Critical Accounting Policies” for a discussion of our critical accounting policies. During the three months ended June 29, 2019, there were no material changes to these policies other than as disclosed in Note 1 Organization and Significant Accounting Policies to our condensed consolidated financial statements included with this Quarterly Report on Form 10-Q.

 

In preparing the consolidated financial statements, management is required to make estimates based on the information available that affect the reported amounts of assets and liabilities as of the balance sheet dates and revenues and expenses for the reporting periods. While we believe that these accounting policies and estimates are based on sound measurement criteria, actual future events can and often do result in outcomes that can be materially different from these estimates and forecasts.

 

Results of Operations

 

New orders received by segment are as follows:

 

NEW ORDERS

                       
   

Three Month Periods Ended

         

(Dollars in thousands)

 

June 29,

2019

   

June 30,

2018

   

%

change

 

Giga-tronics Division

  $ 192     $ 52       269

%

Microsource

    3,764       413       811  

Total

  $ 3,956     $ 465       751

%

 

21

 

 

New orders received in the first quarter of fiscal 2020 increased to $3,956,000 from $465,000 received in the first quarter of fiscal 2019. Both the Giga-tronics Division and Microsource segment saw increases in orders in the first quarter of fiscal 2020. The Giga-tronics Division had minimal ASG orders in the first quarter of fiscal 2020. The increase in Microsource business unit orders during the first quarter of fiscal 2020 was attributable to RADAR filters orders. The timing of receipt of expected large RADAR filter contracts varies from period to period.

 

 The following table shows order backlog and related information at the end of the respective periods:

 

BACKLOG

                       

(Dollars in thousands)

 

June 29,

2019

   

June 30,

2018

   

%

change

 

Backlog of unfilled orders at end of period:

                       

Giga-tronics Division

  $ 518     $      

%

Microsource

    2,158       5,824       (63

)%

Total

  $ 2,676     $ 5,824       (54

)%

                         

Backlog of unfilled orders shippable within one year:

                       

Giga-tronics Division

  $     $      

%

Microsource

    4,470       3,504       28

%

Total

  $ 4,470     $ 3,504       28

%

 

Backlog at the end of the first quarter of fiscal 2020 decreased 54% compared to the prior year date primarily due to the impact of the adoption of ASC 606 on April 1, 2018. The Giga-tronics Division backlog at June 29, 2019 was $518,000, an increase from the comparable prior year date due to a U.S. Navy order. Microsource saw a 63% decrease in backlog in the first quarter of fiscal 2020 which was primarily due the impact of the adoption of ASC 606.

 

The allocation of net sales was as follows for the periods shown:

 

ALLOCATION OF NET SALES

                       
   

Three Month Periods Ended

         

(Dollars in thousands)

 

June 29,

2019

   

June 30,

2018

   

%

Change

 

Giga-tronics Division

  $ 1,916     $ 129       1385

%

Microsource

    1,582       2,921       (46 )%

Total

  $ 3,498     $ 3,050       15

%

 

Fiscal 2020 first quarter net sales were $3.5 million, a 15% increase as compared to $3.1 million for the first quarter of fiscal 2019. The majority of the sales increase in fiscal 2020 was attributable to the Giga-tronics Division U.S. Navy order which was higher by $1.8 million partially offset by a $1.3 million decrease in Microsource sales primarily due to the impact of the adoption of ASC 606.

 

Gross profit was as follows for the periods shown:

 

GROSS PROFIT

                       
   

Three Month Periods Ended

         

(Dollars in thousands)

 

June 29,

2019

   

June 30,

2018

   

%

change

 

Total

  $ 1,530     $ 1,306       17

%

 

Gross profit increased in the first quarter of fiscal 2020 to $1,530,000 from $1,306,000 for the first quarter of fiscal 2019. The higher gross profit was mainly due to an increase in sales of 15%.

  

22

 

 

Operating expenses were as follows for the periods shown:

 

 

OPERATING EXPENSES

                       
   

Three Month Periods Ended

         

(Dollars in thousands)

 

June 29,

2019

   

June 30,

2018

   

%

change

 

Engineering

  $ 355     $ 375       (5 )%

Selling, general and administrative

    1,047       1,001       5 %

Total

  $ 1,402     $ 1,376       2 %

 

Operating expenses remained relatively even in the first quarter of fiscal 2020 over fiscal 2019. Engineering expenses decreased $20,000, primarily due to a decrease in personnel related expenses due to lower headcount. Selling, general and administrative increased by $46,000 primarily due to an increase in headcount and personnel related expenses.

 

Interest Expense

 

Net interest expense in the first quarter of fiscal 2020 was $113,000, a decrease of $64,000 over the first quarter of fiscal 2019. Interest expense decreased primarily due to less accretion of discounts on the PFG loan and lower bank borrowings during the first quarter of fiscal 2020. For the first quarter of fiscal 2020, interest expense includes $19,000 of accretion of discounts on the PFG loan compared to $50,000 recorded in the first quarter of fiscal 2019.

 

Net Income (loss)

 

Net income for the first quarter of fiscal 2020 was $15,000 compared to a net loss of $287,000 recorded in the first quarter of fiscal 2019. The net income in fiscal 2020 compared to the net loss in fiscal 2019 was primarily due to the increase in net sales for the Giga-tronics Division with relatively flat operating expenses.

 

Financial Condition and Liquidity

 

   

Periods Ended

 
   

June 29, 2019

   

March 30, 2019

 

Cash and cash equivalents

  $ 1,010     $ 878  

Total current assets

    5,883       5,534  

Total current liabilities

    4,360       3,913  

Working capital

  $ 1,523     $ 1,621  

Current ratio

    1.35       1.41  

 

As of June 29, 2019, Giga-tronics had $1.0 million in cash and cash equivalents, compared to $878,000 as of March 30, 2019. The Company had working capital of $1.5 million at June 29, 2019 compared to $1.6 million at March 30, 2019. The current ratio (current assets divided by current liabilities) at June 29, 2019 was 1.35 compared to 1.41 at March 30, 2019. The decrease in working capital was primarily due to changes in current assets consisting of increases in accounts receivable of $255,000 and cash of $132,000, and decreases in accrued payroll of $89,000, deferred rent of $74,000 and other current liabilities of $39,000 which was offset by a decrease in prepaids and other current asset of $52,000, increases in accounts payable of $183,000, current portion of debt of $121,000 and current lease obligations of $345,000.

 

Cash Flows

 

The following summary of our cash flows for the periods indicated has been derived from our consolidated financial statements included elsewhere in this filing:

 

   

Three Months Ended

 
   

June 29, 2019

   

June 30, 2018

 

Net cash used in operating activities

  $ (181 )   $ (945 )

Net cash used in investing activities

    (22 )      

Net cash provided by financing activities

  $ 335     $ 208  

 

23

 

 

Cash Flows from Operating Activities

 

Cash used by operating activities during the three months ended June 29, 2019 of $181,000 was primarily attributable to changes in our working capital accounts, offset by our net income, other non-cash charges of $47,000 for depreciation and amortization and $95,000 for share-based compensation. Cash flow from our operating assets and liabilities decreased by $32,000 as a result of increased accounts receivable of $255,000, a $14,000 increase in inventories, a $64,000 increase in right of use assets, a $52,000 decrease in prepaid expenses and other current assets, a $183,000 increase in accounts payable, an $89,000 decrease in accrued payroll and benefits and a $27,000 increase in other current and non-current liabilities.

 

Cash used by operating activities during the three months ended June 30, 2018 of $945,000 was primarily attributable to our net loss, and changes in our working capital accounts, offset by other non-cash charges of $73,000 for depreciation and amortization and $57,000 for share-based compensation. Cash flow from our operating assets and liabilities decreased by $849,000 as a result of a $516,000 increase in prepaid expenses and other current assets, a $550,000 decrease in deferred revenue, a decrease in accounts payable of $240,000, and a $94,000 increase in accounts receivable offset by decreased inventories of $468,000, a $70,000 increase in accrued payroll and benefits, and a $13,000 increase in other current liabilities.

 

We expect that cash flows from operating activities will fluctuate in future periods due to a number of factors including our operating results, amounts of non-cash charges, and the timing of our billings, collections and disbursements.

 

Cash Flows from Investing Activities

 

Cash used in investing activities for the three-month period ended June 29, 2019 was $22,000 which was primarily attributable to the acquisition of engineering equipment.

 

Cash used in investing activities for the three-month period ended June 30, 2018 was zero.

 

Cash Flows from Financing Activities

 

Cash provided by financing activities for the three-month period ended June 29, 2019 was $335,000, primarily due to proceeds from the Company’s borrowings under the Western Alliance Bank arrangement.

 

Cash provided by financing activities for the quarter ended June 30, 2018 was $208,000, primarily due to net proceeds of $205,000 from the Company’s issuance of Series E convertible preferred stock.

 

24

 

 

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Pursuant to Item 305 of Regulation S-K, the Company, as a smaller reporting company, is not required to provide the information required by this item.

 

ITEM 4  – CONTROLS AND PROCEDURES

 

The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of June 29, 2019, which is the end of the fiscal quarter covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to provide reasonable assurances that (i) the information the Company is required to disclose in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period required by the Commission’s rules and forms, and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

 

There were no significant changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

 

II - OTHER INFORMATION

 

ITEM 1  – LEGAL PROCEEDINGS  

 

As of June 29, 2019, the Company has no material pending legal proceedings. From time to time, the Company is involved in various disputes and litigation matters that arise in the ordinary course of business.

  

ITEM 1A   RISK FACTORS

 

There has been no material change in the risk factors disclosed in the registrant’s Annual Report on Form 10-K for the fiscal year ended March 30, 2019.

 

ITEM 2  – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.           

 

ITEM 3  – DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4 – MINE SAFETY DISCLOSURES

 

Not applicable.       

   

ITEM 5 – OTHER INFORMATION

 

None.

 

ITEM 6 –   EXHIBITS

 

10.1

Modification No. 4 to Loan and Security Agreement by and among Partners for Growth V. L.P, Giga-tronics Incorporated and Microsource, Inc. dated as of June 28, 2019.

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 Officers pursuant to Section 906 of Sarbanes-Oxley Act.

32.1

Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act.

101.INS**

XBRL Instance

101.SCH**

XBRL Taxonomy Extension Schema

101.CAL**

XBRL Taxonomy Extension Calculation

101.DEF**

XBRL Taxonomy Extension Definition

101.LAB**

XBRL Taxonomy Extension Labels

101.PRE**

XBRL Taxonomy Extension Presentation

 

25

 

 

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 thereunto duly authorized.

 

 

 

 

GIGA-TRONICS INCORPORATED

 

 

 

(Registrant)

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

Date:

August 8, 2019

 

/s/ John R. Regazzi

 

 

 

John R. Regazzi

 

 

 

 

Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

 

 

 

 

       Date:

August 8, 2019

 

/s/ Lutz P. Henckels 

 

 

 

 

Lutz P. Henckels

 

 

 

 

Chief Financial Officer and Director

(Principal Financial Officer)

 
         
         

Date:

August 8, 2019

 

/s/ Traci K. Mitchell

 

 

 

Traci K. Mitchell

 

 

 

Corporate Controller

(Principal Accounting Officer)

 

26