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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended March 30, 1996,
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 number 0-12719
GIGA-TRONICS INCORPORATED
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
California 94-2656341
- -------------------------------- ------------------------------------
State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization
4650 Norris Canyon Road, San Ramon, CA 94583
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (510) 328-4650
---------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- -------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No par value
(Title of class)
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
----- -----
The aggregate market value of voting stock held by non-affiliates of the
Registrant calculated on the closing average bid and asked prices as of May 20,
1996 was $20,717,599. For purposes of this determination only, directors and
officers of the Registrant have been assumed to be affiliates. There were a
total of 2,603,420 shares of the Registrant's Common Stock outstanding as of May
20, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents have been incorporated by reference into the
parts indicated:
PART OF FORM 10-K DOCUMENT
PART II Registrant's ANNUAL REPORT TO
Items 5, 6, 7 and 8 SHAREHOLDERS for the fiscal year
ended March 30, 1996.
PART III Registrant's PROXY STATEMENT for
Items 10, 11, 12 and 13 its 1996 annual meeting of shareholders to
be filed no later than 120
days after the close of the
fiscal year ended March 30,
1996.
2.
PART I
ITEM 1. BUSINESS
General and Business
Giga-tronics designs, manufactures and markets microwave and radio
frequency (RF) signal generation and power measurement instruments. These
products are used primarily in the design, production, repair and maintenance of
telecommunications, radar, electronic warfare, and transportation systems.
Recent Developments - Acquisition of ASCOR, Inc.
The Company has entered into an Agreement and Plan of Reorganization,
dated as of May 2, 1996 (the "Reorganization Agreement"), by and among the
Company, ASCOR Acquisition Corp., a California corporation and wholly owned
subsidiary of Giga-tronics ("Acquisition Corp.") and ASCOR, Inc., a California
corporation ("ASCOR") which provides for the acquisition by the Company of ASCOR
through the merger (the "Merger") of ASCOR and Acquisition Corp. The Merger will
be accounted for as a pooling of interests. ASCOR is a privately-held company in
Fremont, California that designs, manufactures and markets a line of switching
and connecting devices that link together many specific purpose instruments that
comprise a portion of automatic test systems. ASCOR sales are primarily U.S.
government related orders.
Pursuant to the Reorganization Agreement (i) Acquisition Corp. will be
merged with and into ASCOR and ASCOR will become a wholly owned subsidiary of
Giga-tronics; (ii) each (a) share of ASCOR no par value Common Stock ("ASCOR
Common Stock") and no par value preferred stock ("ASCOR Preferred Stock" and,
together with ASCOR Common Stock, the "ASCOR Shares") outstanding immediately
prior to the Merger (other than ASCOR Shares held by shareholders who have
perfected and not withdrawn their right to seek appraisal of their shares under
applicable California law) and (b) outstanding options for the purchase of ASCOR
Shares ("ASCOR Option") and warrants exercisable for the purchase of ASCOR
Shares ("ASCOR Warrant" and, together with any ASCOR Options, the "ASCOR
Convertible Securities") will be converted into the right to receive a pro rata
portion of an aggregate of 724,986 Shares of Giga-tronics Common Stock to be
issued in the Merger (the "Merger Consideration"). In determining the fraction
of a Giga-tronics Stock (the "Exchange Ratio") which holders of ASCOR Shares and
ASCOR Convertible Securities (collectively "ASCOR Securities") will be entitled
to receive, all ASCOR Convertible Securities will be treated as having been
converted or exercised into ASCOR Shares. Any ASCOR Convertible Securities which
are considered "out-of-the-money" will be assumed by Giga-tronics and will be
exercisable for Giga-tronics Common Stock as adjusted by the Merger. Shares of
Giga-tronics Common Stock attributable to ASCOR Convertible Securities which are
assumed by Giga-tronics will be retained by Giga-tronics from the Merger
Consideration pending their exercise.
In a Letter Agreement between the Company and ASCOR dated May 20, 1996
amending the Reorganization Agreement, the Company has agreed to use its best
faith efforts to file with the Securities and Exchange Commission, and cause the
effectiveness
3.
under federal securities law of, a registration statement on Form S-4 (or such
other form as may be applicable) covering the shares of Giga-tronics Common
Stock to be issued in the Merger. If the Company Common Stock issued in the
Merger is not issued pursuant to such an effective registration statement, the
Reorganization Agreement contemplates that the Company Common Stock would be
issued pursuant to an exemption from registration and be legended to indicate
that it is not freely transferable. The Reorganization Agreement provides that
if the Company Common Stock issuable in the Merger is not issued pursuant to an
effective registration statement, at the closing of the Merger, the Company will
enter into a Registration Rights Agreement with each of the former holders of
ASCOR Securities granting them registration rights, including (a) one demand
registration and (b) piggyback registration rights.
The Merger will be effective at the time an Agreement of Merger is
filed with the Secretary of State of the State of California. Assuming all
conditions to the Merger are met or waived prior thereto, it is anticipated that
the Effective Time will occur late in the first fiscal quarter or during the
second fiscal quarter of 1997.
Industry Segments
Giga-tronics operates in one industry segment: electronic test and
measurement equipment.
Products and Markets
Giga-tronics produces signal sources, generators and sweepers, and
power measurement instruments for use in the microwave and RF frequency range
(10 kHz to 75 GHz). Within each product line are a number of different models
and options allowing customers to select frequency range and specialized
capabilities, features and functions.
The end-user markets can be divided into three broad segments:
telecommunications, radar and electronic warfare. Giga-tronics' instruments are
used in the design, production, repair and maintenance and calibration of other
manufacturers' products, from discrete components to complex systems.
Sources and Availability of Raw Materials and Components
Substantially all of the components required by the Company to make its
assemblies are available from more than one source. The Company occasionally
uses sole source arrangements to obtain leading-edge technology, favorable
pricing or supply terms. Although extended delays in delivering components could
result in longer product delivery schedules, the Company believes that its
protection against this possibility stems from its practice of dealing with
well-established suppliers and maintaining good relationships with such
suppliers.
Patents and Licenses
The Company attempts to obtain patents when appropriate. In addition,
the Company has acquired numerous patents in the course of its two recent
acquisitions.
4.
However, the Company believes that its competitive position depends on the
creative ability and technical competence of its personnel and the timely
introduction of new products rather than on the ownership or development of
patents.
The Company licenses certain instrument operating system software from
third parties. Other than such software licenses, the Company is not aware that
the manufacture and sale of its products requires licenses from others. The
Company believes, based on industry practice, that any necessary licenses could
be obtained on conditions which would not have a materially adverse financial
effect on the Company.
Seasonal Nature of Business
The business of the Company is not seasonal.
Working Capital Practices
The Company does not believe that it has any special practices or
special conditions affecting working capital items that are significant for an
understanding of its business.
Importance of Limited Number of Customers
Since its inception, the Company has been a leading supplier of test
instruments to various U.S. Government defense agencies, as well as to their
prime contractors. U.S. Government agencies accounted for 31%, 26%, and 27% of
net sales in fiscal 1996, 1995, and 1994, respectively. Management anticipates
sales to U.S. Government agencies will remain significant in fiscal 1997, even
though the outlook for defense-related orders continues to be soft.
Backlog of Orders
On March 30, 1996, Giga-tronics had a backlog of approximately
$6,112,000 compared to $10,154,000 at March 25, 1995. Orders for the Company's
products include large program orders, from both the U.S. Government and defense
contractors, with extended delivery dates. Accordingly, the backlog of orders
may vary substantially from quarter to quarter and the backlog entering any
single quarter may not necessarily be indicative of sales for any period.
Backlog includes only those customer orders for which a delivery
schedule has been agreed upon between Giga-tronics and the customer and, in the
case of U.S. Government orders, for which funding has been appropriated.
Giga-tronics believes that essentially all of the year ending backlog will be
shipped within the next twelve months.
A substantial portion of the year-end backlog consisted of U.S.
Government contracts. These contracts contain customary provisions permitting
termination at the convenience of the Government upon payment of a negotiated
cancellation charge. The Company never has experienced a significant contract
termination.
5.
Competition
The principal competitive factors in the marketing of microwave and RF
test instruments include product functionality, reliability and price. The
Company competes mainly with Hewlett-Packard, Anritsu, Marconi and Rohde &
Schwarz. These competitors are larger and have greater financial, engineering
and marketing resources than the Company. Nonetheless, the Company believes that
within its chosen markets and applications, its products are fully competitive
with those of other manufacturers.
Product Development
Microwave and RF test instruments of the type manufactured by
Giga-tronics historically have had relatively long product life cycles. However,
the electronics industry is subject to rapid technological changes at the
component level. The future success of the Company is dependent on its ability
to steadily incorporate advancements in semiconductor and related microwave
component technologies into its new products.
Product development expense was approximately $2,512,000, $2,700,000
and $2,569,000 in fiscal 1996, 1995 and 1994, respectively. Activities included
the development of new products and the improvement of existing products. It is
management's intention to maintain expenditures for product development at
levels required to sustain its competitive position. All of the Company's
product development activities are internally funded and expensed as incurred.
Manufacturing
The assembly and testing of the Company's microwave, RF and power
measurement products is done at its relatively new San Ramon facility. The
Sunnyvale manufacturing operations (performing assembly and test of power
measurement products) relocated to the San Ramon facility in July, 1995.
Environment
To the best of its knowledge, the Company is in compliance with all
federal, state and local laws and regulations involving the protection of the
environment.
Employees
As of March 30, 1996, the Company employed 146 persons. Management
believes that the future success of the Company depends on its ability to
attract and retain skilled personnel. None of the Company's employees is
represented by a labor union and the Company considers its employee relations to
be excellent.
Information about Foreign Operations
The Company sells to its international customers through a network of
foreign technical sales representative organizations. Sales to foreign customers
were approximately $6,791,000, $4,458,000, and $4,544,000 in fiscal 1996, 1995
and 1994, respectively.
6.
The Company has no foreign-based operations or material amount of
identifiable assets in foreign countries. Its gross margins on foreign and
domestic sales are similar. Management does not believe that foreign sales are
subject to materially greater risks than domestic sales.
Outlook
Even though the Company has now achieved more balance between its
defense and commercial businesses, defense related orders remain very important
to the Company. The outlook for such orders continues to be soft. The Company
believes that some growth can be realized by sustaining an effective new product
development program, aggressively pursuing new markets, vigorously competing for
defense business, and making synergistic acquisitions.
ITEM 2. PROPERTIES
As of March 30, 1996, the Company's executive, marketing, sales and
engineering offices and manufacturing facilities are located in approximately
47,000 square feet in San Ramon, California, which the Company occupies under a
lease agreement expiring December 31, 2006.
The 30,000 square foot facility in Pleasant Hill, California, which formerly
housed all of the signal generator operations, was vacated at the end of April,
1994. The Pleasant Hill lease agreement expired April 30, 1994. The 40,000
square foot facility in Sunnyvale, California, which formerly housed all of the
power measurement instrument operations, was vacated in July, 1994. The
Sunnyvale lease agreement expired July 31, 1994.
ITEM 3. LEGAL PROCEEDINGS
As of March 30, 1996, the Company has no pending legal proceedings,
other than routine litigation incidental to the Company's business, to which the
Company is a party or to which any of its property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended March 30, 1996. Executive Officers of
Giga-tronics are listed on page 14 of this Form 10-K.
7.
PART II
The Registrant's Annual Report to Shareholders for the year ended March
30, 1996, is filed as Exhibit 13.0 with this Form 10-K (the "1996 Annual
Report"). The information responsive to items 5, 6, 7 and 8, which is contained
in the 1996 Annual Report, is specifically incorporated by reference in this
Form 10-K. With the exception of such information, the 1996 Annual Report is not
deemed filed as part of this report.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
Incorporated by reference from the 1996 Annual Report, see "Per Share
Stock Data" which appears on page 32.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference from the 1996 Annual Report, see "Selected
Financial Data" which appears on page 31.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
Incorporated by reference from the 1996 Annual Report, see
"Management's Discussion and Analysis of Results" which appears on pages 18 and
19.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following items which appear in the 1996 Annual Report are incorporated by
reference:
Balance Sheets.....................................page 20
Statements of Operations...........................page 21
Statements of Shareholders' Equity.................page 22
Statements of Cash Flows...........................page 23
Notes to Financial Statements......................page 24
Independent Auditors' Report.......................page 30
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
Not applicable.
8.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding directors of the Company is set forth under the
heading "Election of Directors" of the Company's Proxy Statement for the 1996
Annual Meeting of Shareholders, incorporated herein by reference. This proxy
statement is to be filed no later than 120 days after the close of the fiscal
year ended March 30, 1996.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding the Company's compensation of its executive
officers is set forth under the heading "Executive Compensation" of the Proxy
Statement, incorporated herein by reference. This proxy statement is to be filed
no later than 120 days after the close of the fiscal year ended March 30, 1996.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information regarding security ownership of certain beneficial owners
and management is set forth under the heading "Stock Ownership of Certain
Beneficial Owners and Management" of the Proxy Statement, incorporated herein by
reference. This proxy statement is to be filed no later than 120 days after the
close of the fiscal year ended March 30, 1996.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable
9.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a)(1) Financial Statements
The following financial statements and schedules are filed or
incorporated by reference as a part of this report.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
1996 Annual Report
to Shareholders
Financial Statements (Page No.)
- -------------------- ------------------
Balance Sheets - 20
As of March 30, 1996 and
March 25, 1995
Statements of Operations - 21
Years Ended March 30, 1996,
March 25, 1995 and March 26, 1994
Statements of Shareholders' Equity - 22
Years Ended March 30, 1996,
March 25, 1995 and March 26, 1994
Statements of Cash Flows - 23
Years Ended March 30, 1996,
March 25, 1995 and March 26, 1994
Notes to Financial Statements 24-29
Independent Auditors' Report 30
Form 10-K
(a)(2) Schedules (Page No.)
--------- ----------
Independent Auditor's Report on Schedule
and Consent 12
Schedule II Valuation and Qualifying 13
Accounts
All other schedules are not submitted because they are not applicable
or not required or because the required information is included in the financial
statements or notes thereto.
10.
Except for those portions thereof incorporated by reference in this
Form 10-K, the 1996 Annual Report and the Proxy Statement are not to be deemed
filed as part of this report.
(a)(3) Exhibits
Reference is made to the Exhibit Index which is found on pages 15 and
16 of this Form 10-K Report.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended March 30,
1996.
11.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By /s/
----------------------------------
George H. Bruns, Jr.
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
/s/ Chairman of the Board 5/20/96
- ------------------------ and Chief Executive Officer -----------------
George H. Bruns, Jr. (Principal Executive Officer) (Date)
/s/ Vice President, Finance 5/20/96
- ------------------------ and Chief Financial Officer -----------------
Gregory L. Overholtzer (Principal Accounting Officer) (Date)
/s/ Director 5/20/96
- ------------------------ -----------------
James A. Cole (Date)
/s/ Director 5/20/96
- ------------------------ -----------------
Edward D. Sherman (Date)
/s/ Director 5/20/96
- ------------------------ -----------------
Robert C. Wilson (Date)
12.
Exhibit 23.0
INDEPENDENT AUDITOR'S REPORT ON SCHEDULE AND CONSENT
The Board of Directors and Shareholders
Giga-tronics Incorporated:
Under date of April 18, 1996, except for Note 10, which is as of May 2,
1996 we reported on the balance sheets of Giga-tronics Incorporated as of March
30, 1996 and we related statements of operations, shareholders' equity and cash
flows for the fifty-three week period ended March 30, 1996, and for the fifty
two week periods in the two year period ended March 25, 1995. In connection with
our audits of the aforementioned financial statements, we also audited the
related financial statement Schedule II, Valuation and Qualifying Accounts. This
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement schedule
based on our audits. In our opinion, such financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
We consent to incorporation by reference in the registration statements
(Nos. 2-91843 and 33-85278) on Form S-8 of Giga-tronics Incorporated of our
reports included herein and incorporated herein by reference.
/s/
--------------------------------
KPMG Peat Marwick LLP
San Jose, California
May 29, 1996
13.
GIGA-TRONICS INCORPORATED
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Column A Column B Column C Column D Column E
- ------------------------------ -------------- -------------------------------- -------------- ------------
Balance at Charged to Charged to Balance at
beginning of cost and other end of
Description period expenses Accounts Deductions period
- ------------------------------ -------------- --------------- --------------- -------------- ------------
$ $ $ $ $
Year ended March 30, 1996
- ------------------------------
Allowances deducted from
assets:
Accounts receivable: 31,676 209,907 -- 19,824 221,759
For doubtful accounts1 -------------- --------------- --------------- -------------- ------------
Total 31,676 209,907 -- 19,824 221,759
============== =============== =============== =============== ============
Year ended March 25, 1995
Allowances deducted from
assets:
Accounts receivable: 87,065 13,775 -- 69,164 31,676
For doubtful accounts1 -------------- --------------- --------------- -------------- ------------
Total 87,065 13,775 -- 69,164 31,676
============== =============== =============== =============== ============
Year ended March 26, 1994
Allowance deducted from
assets:
Accounts receivable: 43,265 45,000 -- 1,200 87,065
For doubtful accounts1 -------------- --------------- --------------- -------------- ------------
Total 43,265 45,000 -- 1,200 87,065
============== =============== =============== =============== ============
1 Reserve for accounts receivable collection exposure.
14.
GIGA-TRONICS INCORPORATED
CORPORATE EXECUTIVE OFFICERS
Name Age Position
---- --- --------
George H. Bruns, Jr. 78 Chairman of the Board and Chief Executive Officer
Gregory L. Overholtzer 39 Vice President, Finance & Chief Financial Officer
Bradley C. Stribling 50 Vice President, Engineering
David L. White 41 Vice President, Marketing and Sales
15.
GIGA-TRONICS INCORPORATED
INDEX TO EXHIBITS
2.1* Agreement and Plan of Reorganization, dated as of May 2, 1996 by and
among Giga-tronics Incorporated, ASCOR Acquisition Corp. and ASCOR,
Inc.
2.2* Letter Agreement between Giga-tronics Incorporated and ASCOR, Inc.,
dated May 20, 1996.
3.1 Articles of Incorporation of Registrant, as amended, previously filed
on May 6, 1983, as Exhibit 3.1 to Form S-1 registration, File No.
2-83581 (hereinafter "Form S-1"), and subsequently filed on July 3,
1991, as Exhibit 3.1 to Form 10-K for the fiscal year ended March 30,
1991, and incorporated herein by reference.
3.2 By-laws of Registrant, as amended, previously filed on May 6, 1983, as
Exhibit 3.2 to Form S-1, and subsequently filed on July 3, 1991, as
Exhibit 3.2 to Form 10-K for the fiscal year ended March 30, 1991, and
incorporated herein by reference.
10.2 Lease between Giga-tronics Incorporated and Lowenberg Realty Company
for 2477, 2479, 2481, 2487, 2489, 2491 and 2495 Estand Way, Pleasant
Hill, CA, previously filed on June 28, 1985, as Exhibit 10.2 to Form
10-K for the fiscal year ended March 31, 1985, and subsequently filed
on July 3, 1991, as Exhibit 10.2 to Form 10-K for the fiscal year ended
March 30, 1991, and incorporated herein by reference.
10.3 1981 Incentive Stock Option Plan and form of Incentive Stock Option
Agreement, as amended, previously filed on June 26, 1987, as Exhibit
10.3 to form 10-K for the fiscal year ended March 31, 1987, and
incorporated herein by reference.
10.4 1990 Restated Stock Option Plan and form of Incentive Stock Option
Agreement, previously filed on July 3, 1991, as Exhibit 10.4 to Form
10-K for the fiscal year ended March 30, 1991, and incorporated herein
by reference.
10.5 Standard form Indemnification Agreement for Directors and Officers,
previously filed on July 3, 1991, as Exhibit 10.5 to Form 10-K for the
fiscal year ended March 30, 1991, and incorporated herein by reference.
10.6 Proposal for Retired Officers' Health Insurance, previously filed on
July 3, 1991, as Exhibit 10.6 to Form 10-K for the fiscal year ended
March 30, 1991, and incorporated herein by reference.
10.7 Form Stock Option Agreement for Automatic Director Grants, previously
filed on July 3, 1991, as Exhibit 10.7 to Form 10-K for the fiscal year
ended March 30, 1991, and incorporated herein by reference.
10.8 Special One Time Option Grant to Robert Wilson, previously filed on
July 3, 1991, as Exhibit 10.8 to Form 10-K for the fiscal year ended
March 30, 1991, and incorporated herein by reference.
16.
10.9 Purchase Agreement between Wavetek Corporation, Wavetek U.S. Inc. and
Giga-tronics Incorporated dated May 22, 1992, previously filed on June
25, 1992, as Exhibit 10.9 to Form 10-K for the fiscal year ended March
28, 1992 and incorporated herein by reference.
10.10 Assignment of Lease from Wavetek U.S., Inc. to Giga-tronics,
Incorporated dated May 22, 1992, previously filed on June 25, 1992, as
Exhibit 10.10 to Form 10-K for the fiscal year ended March 28, 1992 and
incorporated herein by reference.
10.11 Asset Purchase and Licensing Agreement between John Fluke Mfg. Co.,
Inc. and Giga-tronics Incorporated dated June 3, 1993, previously filed
on June 23, 1993, as Exhibit 10.11 to Form 10-K for the fiscal year
ended March 27, 1993 and incorporated herein as reference.
10.12 Lease between Giga-tronics Incorporated and Calfront Associates for
4650 Norris Canyon Road, San Ramon, CA, dated December 6, 1993,
previously filed as an exhibit to Form 10K for the fiscal year ended
March 26, 1994.
11.0* Statement regarding Computation of Per Share Earnings. (See page 17 of
this Annual Report on Form 10-K.)
13.0* 1996 Annual Report to Shareholders.
23.0* Independent Auditor's Report on Schedule and Consent. (see page 12 of
this Annual Report on Form 10-K).
27.0* Financial Data Schedule.
* Attached as exhibits to this Form 10-K.
17.
EXHIBIT 11.0
GIGA-TRONICS INCORPORATED
COMPUTATION OF NET EARNINGS (LOSS) PER SHARE AND
COMMON SHARE EQUIVALENT
Loss per share is computed using the weighted average number of shares
outstanding. Earnings per share are computed using the weighted average number
of shares outstanding plus any incremental shares issuable upon exercise of
outstanding options under the treasury stock method.
YEAR ENDED
----------------------------------------------------------
3/30/96 3/25/95 3/26/94
------------------ ------------------ ------------------
Weighted average number of common shares outstanding:
Common Stock outstanding 2,574,087 2,569,920 2,569,920
Incremental Shares from Outstanding 64,876 -- --
Options (Treasury Stock Method) ------------------ ------------------ ------------------
2,638,963 2,569,920 2,569,920
================== ================== ==================
Net earnings (loss) $901,000 $(1,576,000) $231,000
================== ================== ==================
Earnings (loss) per share of Common Stock $0.34 $(0.61) $0.09
================== ================== ==================
18.