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8-K - FORM 8-K - GIGA TRONICS INCgiga20130808_8k.htm

 

EXHIBIT 99.1

 

NEWS RELEASE


For Release on August 8, 2013

Contact: Steven D. Lance

4:00 PM (ET)

Vice President of Finance/Chief Financial Officer

slance@gigatronics.com

(925) 302-1056

 

Giga-tronics Reports First Quarter Results

 

San Ramon, CA – August 8, 2013 – Giga-tronics Incorporated (NASDAQ: GIGA) reported today net sales of $3.0 million for the first quarter of fiscal 2014, an increase of 9% when compared to net sales of $2.8 million in the fourth quarter of fiscal 2013. The increase in net sales is primarily due to the Micosource business units’ progress on long term contracts from a large aerospace company. Net sales decreased 25% in the first quarter of fiscal 2014 when compared to $4.1 million for the first quarter of fiscal 2013. The decrease in net sales is primarily due to the timing of orders associated with the Signal Generator product line.

 

Gross margins for the first quarter of fiscal 2014 were $1.1 million, an increase of 17% when compared to gross margins of $960,000 in the fourth quarter of fiscal 2013. The increase in gross margins is primarily due to the increase in higher margin sales from the Micosource business unit. Gross margins decreased 31% from the first quarter of fiscal 2013 to the first quarter of fiscal 2014 due to lower net sales and lower utilization of fixed factory overhead.

 

In April 2013 the Company completed the sale of the Giga-tronics Division product line known as SCPM for $1.0 million to Teradyne Inc., and recorded a net gain on sale of $816,000 in the first quarter of fiscal 2014. The Company received initial cash proceeds of $800,000 of from the sale in the first quarter of fiscal 2014, and an additional $50,000 (less associated costs of $34,000) was earned during the first quarter. Also, the Company expects to receive an additional $150,000 later in the year after satisfaction of certain hold back requirements under the terms of the agreement.

 

Net loss for the first quarter of fiscal 2014 was $681,000, compared to a net loss of $1.6 million in the fourth quarter of fiscal 2013. The decrease in net loss is primarily due to the gain from the SCPM product line sale to Teradyne Inc. Net loss decreased 4% from the first quarter of fiscal 2013 to the first quarter of fiscal 2014 primarily due to the SCPM product line sale to Teradyne Inc., which was mostly offset by lower net sales in the first quarter of fiscal 2014.

 

 
 

 

 

In July 2014 Giga-tronics completed a securities purchase agreement with Alara Capital AVI II, LLC (“Alara”) that yielded gross proceeds of $858,000. Alara purchased approximately 5,112 shares of a new Class D convertible voting perpetual preferred stock at a price of $143.00 per share. Alara also acquired a warrant to purchase up to 511,186 additional shares of common stock in the future at an exercise price of $1.43 per share. In addition, an existing warrant to purchase 506,219 shares of common was cancelled, and a new warrant to acquire the same number of shares in the future at an exercise price of $1.43 per share was issued.

 

Mr. John Regazzi, the Company’s CEO stated, “I’m pleased to see the quarter to quarter growth in net sales and gross margin, due in large part to the progress we are making with Microsourse’s long term aerospace contracts.

Mr. Regazzi concluded, “The recent cash raised from the product line sale to Teradyne Inc. and the preferred stock to Alara allows us to continue to invest heavily in engineering associated with our new product platform, which we believe is essential for the company to achieve future top line growth and ultimately profitability.”

 

Giga-tronics will host a conference call today at 4:30 p.m. ET to discuss the first quarter results. To participate in the call, dial (855) 410-0553 or (646) 583-7389, and enter PIN Code 740505#. The call will also be broadcast over the internet at www.gigatronics.com under “Investor Relations.” The conference call discussion reflects management’s views as of August 8, 2013.

 

Giga-tronics is a publicly held company, traded on the NASDAQ Capital Market under the symbol “GIGA”. Giga-tronics produces instruments, subsystems and sophisticated microwave components that have broad applications in defense electronics, aeronautics and wireless telecommunications.

 

This press release contains forward-looking statements concerning profitability, future expense reductions, development of products, future growth, shareholder value, backlog and shipments. Actual results may differ significantly due to risks and uncertainties, such as future orders, cancellations or deferrals, disputes over performance, the ability to collect receivables and general market conditions. For further discussion, see Giga-tronics’ most recent annual report on Form 10-K for the fiscal year ended March 30, 2013, Part I, under the heading “Certain Factors Which May Adversely Affect Future Operations or an Investment in Giga-tronics” and Part II, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

 

 
 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) 

             

(In thousands except share data)

 

June 29, 2013

   

March 30, 2013

 

Assets

               

Current assets:

               

Cash and cash-equivalents

  $ 778     $ 1,882  

Trade accounts receivable, net of allowance of $37 and $35, respectively

    1,787       1,666  

Inventories, net

    4,493       4,560  

Prepaid expenses and other current assets

    460       501  

Total current assets

    7,518       8,609  

Property and equipment, net

    788       751  

Total assets

  $ 8,306     $ 9,360  

Liabilities and shareholders' equity

               

Current liabilities:

               

Line of credit

  $ -     $ 577  

Accounts payable

    938       788  

Accrued commission

    41       93  

Accrued payroll and benefits

    966       1,047  

Accrued warranty

    93       114  

Deferred revenue

    1,795       2,278  

Deferred rent

    87       81  

Capital lease obligations

    67       66  

Other current liabilities

    254       298  

Total current liabilities

    4,241       5,342  

Long term obligation - line of credit

    891       280  

Long term obligations - deferred rent

    320       341  

Long term obligations - capital lease

    72       89  

Total liabilities

    5,524       6,052  

Commitments and contingencies

    -       -  

Shareholders' equity:

               

Convertible Preferred stock of no par value;

               

Authorized - 1,000,000 shares

               

Series A - designated 250,000 shares; 0 shares at June 29, 2013

               

and March 30, 2013 issued and outstanding

    -       -  

Series B - designated 10,000 shares; 9,997 shares at June 29, 2013

               

and March 30, 2013 issued and outstanding;

               

(liquidation preference of $2,309)

    1,997       1,997  

Series C - designated 3,500 shares; 3,424.65 shares at June 29, 2013

               

and March 30, 2013 issued and outstanding;

               

(liquidation preference of $500)

    457       457  

Series D - designated 6,000 shares; 0 shares at June 29, 2013

               

and March 30, 2013 issued and outstanding;

               

(liquidation preference of $143 per share)

    -       -  

Common stock of no par value;

               

Authorized - 40,000,000 shares; 5,181,247 shares at June 29, 2013

               

and 5,079,747 at March 30, 2013 issued and outstanding

    15,287       15,132  

Accumulated deficit

    (14,959 )     (14,278 )

Total shareholders' equity

    2,782       3,308  

Total liabilities and shareholders' equity

  $ 8,306     $ 9,360  

 

 
 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) 

       
   

Three Months Ended

 

(In thousands except per share data)

 

June 29, 2013

   

March 30, 2013

 

Net sales

  $ 3,037     $ 2,778  

Cost of sales

    1,913       1,818  

Gross margin

    1,124       960  
                 

Engineering

    1,106       1,123  

Selling, general and administrative

    1,313       1,273  

Restructuring

    195       135  

Total operating expenses

    2,614       2,531  
                 

Operating loss

    (1,490 )     (1,571 )
                 

Gain on sale of product line

    816       -  

Other income

    8       11  

Interest expense, net

    (13 )     (10 )

Loss before income taxes

    (679 )     (1,570 )

Provision for income taxes

    2       -  

Net loss

  $ (681 )   $ (1,570 )
                 

Loss per common share - basic

  $ (0.13 )   $ (0.31 )

Loss per common share - diluted

  $ (0.13 )   $ (0.31 )
                 

Weighted average shares used in per share calculation:

               

Basic

    5,052       5,030  

Diluted

    5,052       5,030  

 

 
 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) 

       
   

Three Months Ended

 

(In thousands except per share data)

 

June 29, 2013

   

June 30, 2012

 

Net sales

  $ 3,037     $ 4,058  

Cost of sales

    1,913       2,428  

Gross margin

    1,124       1,630  
                 

Engineering

    1,106       933  

Selling, general and administrative

    1,313       1,310  

Restructuring

    195       92  

Total operating expenses

    2,614       2,335  
                 

Operating loss

    (1,490 )     (705 )
                 

Gain on sale of product line

    816       -  

Other income

    8       -  

Interest expense, net

    (13 )     -  

Loss before income taxes

    (679 )     (705 )

Provision for income taxes

    2       2  

Net loss

  $ (681 )   $ (707 )
                 

Loss per common share – basic

  $ (0.13 )   $ (0.14 )

Loss per common share – diluted

  $ (0.13 )   $ (0.14 )
                 

Weighted average shares used in per share calculation:

               

Basic

    5,052       5,030  

Diluted

    5,052       5,030