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8-K - FORM 8-K - GIGA TRONICS INCgiga20161108_8k.htm

Exhibit 99.1

 

NEWS RELEASE

For Release on November 7, 2016

Contact: Temi Oduozor 

4:02 PM (ET) 

Corporate Controller

 

toduozor@gigatronics.com

 

 (925) 302-1014

 

Giga-tronics Reports Second Quarter FY 2017 Results

 

San Ramon, CA – November 7, 2016 – Giga-tronics Incorporated (Nasdaq: GIGA) reported today net sales for the second quarter of fiscal 2017 of $4.4 million, a 42% increase as compared to $3.1 million for the second quarter of fiscal 2016. Net sales for the six month period ended September 24, 2016 were $7.8 million, an increase of 5%, compared to $7.4 million for the six month period ended September 26, 2015. The increase in second quarter net sales over the prior year period was primarily due to an increase in YIG RADAR filter shipments and completion of related nonrecurring engineering (NRE) services along with increased Advance Signal Generator (ASG) hardware shipments, all of which was partially offset by lower legacy product sales mainly due to recent product line divestitures and the absence of any Model 8003 Precision Scaler Analyzer sales which was discontinued in fiscal 2016. The increase in first half fiscal 2017 revenue over the comparable prior year period was mainly due to increased ASG hardware and YIG filter shipments which was substantially offset by the lower legacy product sales.   

 

Net loss for the second quarter of fiscal 2017 was $396,000, or $0.04 per fully diluted common share. This compares to a net loss for the second quarter of fiscal 2016 of $1.3 million, or $0.20 per fully diluted common share. Net loss for the six month period ended September 24, 2016 was $498,000, or $0.05 per fully diluted common share. This compares to a net loss of $1.9 million, or $0.30 per fully diluted common share for the six month period ended September 26, 2015. The reduction in net loss for the second quarter of fiscal 2017 compared to the prior year period was primarily due to the increase in net sales and lower operating expenses, including a reduction in personnel related costs as a result of the switch and legacy product line divestitures. The lower net loss during the first half of fiscal 2017 compared to the prior year period was primarily due to the $802,000 gain associated with the sale of the Switch product line during the first quarter of fiscal 2017.

 

Non-GAAP net loss for the second quarter of fiscal 2017 was $338,000, or $0.04 per fully diluted common share, compared to a non-GAAP net loss for the second quarter of fiscal 2016 of $1.2 million, or $0.18 per fully diluted common share. Non-GAAP net loss for the six month period ended September 24, 2016 was $403,000, or $0.04 per fully diluted common share, compared to a non-GAAP net income for the six month period ended September 26, 2015 of $1.3 million, or $0.21 per fully diluted common share. Non-GAAP net loss excludes non-cash expenses associated with the derivative revaluation and discount accretion of debt and warrant agreements as well as stock-based compensation (1).

 

Dr. William J. Thompson, the Company’s Acting CEO, stated “our second quarter and first half operating results reflect our continuing focus on the electronic warfare market segment with our Advanced Signal Generator product platform and RADAR filters for military aircraft while moving away from our traditional markets and reducing our cost structure. While many challenges remain, we believe our ASG product platform and high performance YIG-based filters for the EW market will position us for greater future sales growth with higher margins and ultimately improved shareholder value”.

 

Giga-tronics will host a conference call today at 4:30 p.m. ET to discuss the second quarter results. To participate in the call, dial (888) 517-2470 or (630) 827-6818, and enter PIN Code 6254062#. 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 November 7, 2016.

 

This press release contains forward-looking statements concerning operating results, future orders, and sales of new products, shippable backlog within a year, long term growth and margin, expected shipments, product line sales, and customer acceptance of new products. Actual results may differ significantly due to risks and uncertainties, such as: delays in customer orders for the new ASG and our ability to manufacture it; receipt or timing of future orders, cancellations or deferrals of existing or future orders; our need for additional financing; results of pending or threatened litigation; the volatility in the market price of our common stock; and general market conditions.  For further discussion, see Giga-tronics' most recent annual report on Form 10-K for the fiscal year ended March 26, 2016 Part I, under the heading "Risk Factors" and Part II, under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations."

 

 
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(1) Non-GAAP net loss and non-GAAP loss per common share, differ from net loss and loss per common share determined in accordance with GAAP (Generally Accepted Accounting Principles in the United States). Non-GAAP net loss and non-GAAP loss per common share exclude the effects of the revaluation of the derivative liability as well as the accretion of the discounts on debt notes entered into in March and June of 2014. These numbers also exclude the impact of Stock Based Compensation for all periods presented. These non-GAAP financial measures are not prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. A schedule reconciling non-GAAP financial measures is included in the financial information appearing at the end of this press release. Giga-tronics utilizes both GAAP and non-GAAP financial measures to assess what it believes to be its core operating performance to evaluate and manage its internal business and to assist in making financial operating decisions. Giga-tronics believes that the inclusion of non-GAAP financial measures, together with GAAP measures, provides investors with an alternative presentation useful to investors' understanding of Giga-tronics' core operating results and trends. Additionally, Giga-tronics believes that the inclusion of non-GAAP measures, together with GAAP measures, provides investors with an additional dimension of comparability to similar companies. However, investors should be aware that non-GAAP financial measures utilized by other companies are not likely to be comparable in most cases to the non-GAAP financial measures used by Giga-tronics.

 

 
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GIGA-TRONICS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

(In thousands, except share data)

 

September 24,

2016

   

March 26,

2016

 

Assets

               

Current assets:

               

Cash and cash-equivalents

  $ 2,328     $ 1,331  

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

    1,750       2,129  

Inventories, net

    5,459       5,694  

Prepaid expenses and other current assets

    347       318  

Total current assets

    9,884       9,472  

Property and equipment, net

    685       837  

Other long term assets

    8       8  

Capitalized software development costs

    1,210       876  

Total assets

  $ 11,787     $ 11,193  

Liabilities and shareholders' equity

               

Current liabilities:

               

Line of credit

  $ 800     $ 800  

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

    137       370  

Accounts payable

    1,074       1,924  

Accrued payroll and benefits

    580       647  

Deferred revenue

    5,359       2,804  

Deferred rent

    39       110  

Capital lease obligations

    47       44  

Deferred liability related to asset sale

    375       375  

Other current liabilities

    323       621  

Total current liabilities

    8,734       7,695  

Warrant liability, at estimated fair value

    279       353  

Long term obligations - capital lease

    141       165  

Total liabilities

    9,154       8,213  
                 

Shareholders' equity:

               

Convertible preferred stock of no par value;

               

Authorized - 1,000,000 shares

               

Series A - designated 250,000 shares; no shares at September 24, 2016 and March 26, 2016 issued and outstanding

           

Series B, C, D - designated 19,500 shares; 18,533.31 shares at September 24, 2016 and March 26, 2016 issued and outstanding; (liquidation preference of $3,540 at September 24, 2016 and March 26, 2016)

    2,911       2,911  

Common stock of no par value;

               

Authorized - 40,000,000 shares; 9,549,703 shares at September 24, 2016 and March 26, 2016 issued and outstanding

    24,255       24,104  

Accumulated deficit

    (24,533 )     (24,035 )

Total shareholders' equity

    2,633       2,980  

Total liabilities and shareholders' equity

  $ 11,787     $ 11,193  

 

 
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GIGA-TRONICS INCORPORATED 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 
   

Three Month Periods Ended

   

Six Month Periods Ended

 
   

September 24,

   

September 26,

   

September 24,

   

September 26,

 

(In thousands except per share data)

 

2016

   

2015

   

2016

   

2015

 

Net sales

  $ 4,393     $ 3,063     $ 7,835     $ 7,438  

Cost of sales

    3,163       2,186       5,680       4,833  

Gross margin

    1,230       877       2,155       2,605  
                                 

Operating expenses:

                               

Engineering

    567       819       1,097       1,565  

Selling, general and administrative

    1,047       1,349       2,352       2,804  

Total operating expenses

    1,614       2,168       3,449       4,369  
                                 

Operating loss

    (384 )     (1,291 )     (1,294 )     (1,764 )
                                 
                                 

Gain on adjustment of derivative liability to fair value

    28       110       74       47  

Gain on sale of product line

                802        

Interest expense:

                               

Interest expense, net

    (31 )     (60 )     (60 )     (111 )

Interest expense from accretion of loan discount

    (7 )     (63 )     (18 )     (105 )

Total interest expense

    (38 )     (123 )     (78 )     (216 )

Loss before income taxes

    (394 )     (1,304 )     (496 )     (1,933 )

Provision for income taxes

    2       2       2       2  

Net Loss

  $ (396 )   $ (1,306 )   $ (498 )   $ (1,935 )
                                 

Loss per common share – basic

  $ (0.04 )   $ (0.20 )   $ (0.05 )   $ (0.30 )

Loss per common share – diluted

  $ (0.04 )   $ (0.20 )   $ (0.05 )   $ (0.30 )
                                 

Weighted average shares used in per share calculation:

                               

Basic

    9,550       6,472       9,550       6,361  

Diluted

    9,550       6472       9,550       6,361  

 

 
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RECONCILATION OF NET LOSS TO NON-GAAP NET LOSS

(Unaudited in thousands, except per share data)

 

   

Three Month Periods Ended

   

Six Month Periods Ended

 
   

September 24,

   

September 26,

   

September 24,

   

September 26,

 
   

2016

   

2015

   

2016

   

2015

 

Net loss

  $ (396 )   $ (1,306 )   $ (498 )   $ (1,935 )

Adjustments to reconcile net loss to non-GAAP net loss:

                               

Stock based compensation expense

    79       198       151       533  

Gain on adjustment of derivative liability to fair value

    (28 )     (110 )     (74 )     (47 )

Accretion of loan discount

    7       63       18       105  
                                 

Non-GAAP net loss

  $ (338 )   $ (1,155 )   $ (403 )   $ (1,344 )

Non-GAAP loss per common share-basic

  $ (0.04 )   $ (0.18 )   $ (0.04 )   $ (0.21 )

Non-GAAP loss per common share- diluted

  $ (0.04 )   $ (0.18 )   $ (0.04 )   $ (0.21 )

Shares used in the calculation of non-GAAP loss per share:

                               

Basic

    9,550       6,472       9,550       6,361  

Diluted

    9,550       6,472       9,550       6,361  

 

 

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