-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, mJh4hv4LIO9qxUdeRGWQKpR3uvV6f42+qDfHLqyTrP8k5mDhAcwyaQin4RMB/1Jv OI0yVSTjQ/3HfZvCA1HekA== 0000910473-95-000037.txt : 19950803 0000910473-95-000037.hdr.sgml : 19950803 ACCESSION NUMBER: 0000910473-95-000037 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950624 FILED AS OF DATE: 19950727 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GIGA TRONICS INC CENTRAL INDEX KEY: 0000719274 STANDARD INDUSTRIAL CLASSIFICATION: 3825 IRS NUMBER: 942656341 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-12719 FILM NUMBER: 95556480 BUSINESS ADDRESS: STREET 1: 4650 NORRIS CANYON ROAD CITY: SAN RAMONN STATE: CA ZIP: 94583 BUSINESS PHONE: 5103284650 MAIL ADDRESS: STREET 1: 4650 NORRIS CANYON ROAD CITY: SAN RAMON STATE: CA ZIP: 94583 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the period ended June 24, 1995, 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. 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 incorporation or organization) Identification No.) 4650 Norris Canyon Road, San Ramon, CA 94583 (Address of principal executive offices) (Zip Code) Registrant's telephone number: (510) 328-4650 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 / / Common stock outstanding as of June 24, 1995: 2,569,920 PAGE 2 GIGA-TRONICS INCORPORATED INDEX PART I - FINANCIAL INFORMATION Page No. ITEM 1 Financial Statements: Balance Sheets as of June 24, 1995 (unaudited) and March 25, 1995............................ 3 Statements of Operations, three months ended June 24, 1995 and June 25, 1994 (unaudited)... 4 Statements of Cash Flows, three months ended June 24, 1995 and June 25, 1994 (unaudited)... 5 Notes to Unaudited Financial Statements....... 6 ITEM 2 Management's Discussion and Analysis of Operations and Financial Condition......... 7 PART II - OTHER INFORMATION ITEM 1 TO 5 Not Applicable ITEM 6 Exhibits and Reports on Form 8-K (a) Exhibits (11) Computation of Net Earnings and Common Share Equivalents........... 8 (27) Financial Data Schedule (b) Reports on Form 8-K Not Applicable SIGNATURES................................................ 9 PAGE 3 GIGA-TRONICS INCORPORATED BALANCE SHEETS (In thousands, except share data) ASSETS
June 24, March 25, 1995 1995 _________ _________ (Unaudited) Current Assets: Cash and cash equivalents $ 3,458 $ 2,137 Investments 3,659 3,631 Trade accounts receivable 3,016 3,524 Inventories, net 5,887 6,701 Prepaid expenses 581 588 Deferred income taxes 859 868 ________ ________ Total current assets 17,460 17,449 Property and Equipment: Machinery and equipment 6,166 6,095 Office furniture and fixtures 411 411 Leasehold improvements 88 93 ________ ________ Gross cost property and equipment 6,665 6,599 Less accumulated depreciation and amortization (4,431) (4,212) ________ ________ Net property and equipment 2,234 2,387 Patents and licenses 2,009 2,150 Other assets 204 239 ________ ________ Total assets $ 21,907 $ 22,225 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable $ 1,108 $ 1,477 Accrued commissions 421 318 Accrued expenses 661 745 Accrued payroll and benefits 618 778 Accrued warranty 432 417 Accrued earnout payable 472 472 Income taxes payable 40 -- ________ ________ Total liabilities 3,752 4,207 Shareholders' Equity: Convertible preferred stock of no par value. Authorized 1,000,000 shares; no shares outstanding at June 24, 1995 and March 25, 1995 -- -- Common stock of no par value. Authorized 40,000,000 shares; issued and outstanding 2,569,920 shares at June 24, 1995 and March 25, 1995 7,773 7,773 Unrealized loss on investments (58) (77) Retained earnings 10,440 10,322 ________ ________ Total shareholders' equity 18,155 18,018 ________ ________ Total liabilities and shareholders' equity $ 21,907 $ 22,225 ======== ======== See accompanying notes to financial statements.
PAGE 4 GIGA-TRONICS INCORPORATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data)
Three Months Ended ____________________ June 24, June 25, 1995 1994 ________ ________ Net sales $ 6,261 $ 5,547 Cost of sales 3,976 3,342 _______ _______ Gross profit 2,285 2,205 Product development 660 571 Selling, general and administrative 1,452 1,383 _______ _______ Operating expenses 2,112 1,954 Net operating income 173 251 Other income 72 -- Amortization of intangibles (140) (139) Interest income, net 52 35 _______ _______ Earnings before income taxes 157 147 Provision for income taxes 39 54 _______ _______ Net earnings $ 118 $ 93 ======= ======= Earnings per share of common stock $ 0.05 $ 0.04 ======= ======= Weighted average common and common equivalent shares outstanding 2,620 2,570 ======= ======= See accompanying notes to financial statements.
PAGE 5 GIGA-TRONICS INCORPORATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
Three Months Ended _____________________ June 24, June 25, 1995 1994 ________ ________ Cash flows provided from (used by) operations: Net earnings as reported $ 118 $ 93 Adjustments to reconcile net earnings to net cash provided from (used by) operating activities 1,277 (430) _______ _______ 1,395 (337) Cash flows used by investing activities: Investment purchases, net (9) (470) Additions to property and equipment (65) (202) _______ _______ Net cash used by investing activities (74) (672) Increase (decrease) in cash and cash equivalents 1,321 (1,009) Beginning cash and cash equivalents 2,137 2,680 _______ _______ Ending cash and cash equivalents $ 3,458 $ 1,671 ======= ======= Supplementary disclosure of cash flow information: (1) No cash was paid for interest in the periods indicated. (2) Cash paid for income taxes in the three month period ending June 24, 1995 was $ 0. (3) Non-cash investing activities: The Company incurred an unrealized gain of $19,000 on investments held available for sale. See accompanying notes to financial statements.
PAGE 6 GIGA-TRONICS INCORPORATED NOTES TO FINANCIAL STATEMENTS (1) Basis of Presentation The financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. The 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 necessary to make the results of operations for the interim periods a fair statement of such operations. For further information, refer to the 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 25, 1995. (2) Inventories (unaudited) Inventories consist of the following (in thousands): June 24, 1995 March 25, 1995 _____________ ______________ Raw materials $ 2,313 $ 2,489 Work-in-process 2,777 3,347 Finished goods 797 865 ________ _______ $ 5,887 $ 6,701 ======== ======= PAGE 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION THREE MONTHS ENDED JUNE 24, 1995 AND JUNE 25, 1994 Net sales for the three month period ended June 24, 1995 increased 12.9% ($714,000) compared to the same period last year. The change resulted mostly from an increase in shipments of RF signal generator products. Gross profit for the three month period increased by only 3.6% ($80,000) compared to the same period last year due to higher sales volume being offset by unfavorable product margins. Operating expenses for the three month period increased 8.1% ($158,000) compared to the same period last year. The increase was primarily attributable to higher product development expense and administrative expense. Other income was comprised primarily of an insurance claim recovery. Earnings before income taxes for the three month period increased 6.8% ($10,000) compared to the same period last year. The change was primarily due to the other income and higher sales volume, offset by increased operating expenses and unfavorable product margins. Management is focused on the improvement of gross profit as a percentage of sales for the balance of fiscal 1996. For the three month period ended June 24, 1995, the level of new bookings and the backlog of unfilled orders decreased somewhat from the unusually high levels at year-end. FINANCIAL CONDITION The Company maintains a strong financial position, with working capital of $13,708,000 and a ratio of current assets to current liabilities of 4.7 at June 24, 1995. The Company continues to fund all of its working capital needs from cash flow provided from operations. Cash provided from operations for the three month period ended June 24, 1995 was $1,395,000. Management believes that cash reserves and investments remain adequate to meet anticipated operating needs. During the three month period, the Company spent $65,000 on new manufacturing and test equipment and other capital items. The Company will continue to invest in capital items that support growth and new product development, raise productivity and improve quality. Historically, the Company has satisfied its cash needs internally for both operating and capital expenses, and management expects to continue to do so. PAGE 8 [See Exhibit 11.] PAGE 9 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) Date: 7/27/95 /s/ George H. Bruns, Jr. ____________________________________ George H. Bruns, Jr. Chairman and Chief Executive Officer (Principal Executive Officer) Date: 7/27/95 /s/ Gregory L. Overholtzer ____________________________________ Gregory L. Overholtzer Vice President, Finance and Chief Financial Officer (Principal Accounting Officer) EX-11 2 EXHIBIT 11 PART II, Item 6 COMPUTATION OF NET EARNINGS PER SHARE AND COMMON SHARE EQUIVALENTS (Unaudited) (In thousands, except per share data) Earnings per share were computed using the weighted average number of shares outstanding plus, when dilutive, incremental shares issuable upon exercise of outstanding options under the treasury stock method.
Three Months Ended ____________________ June 24, June 25, 1995 1994 ________ ________ Weighted average number of common shares outstanding: Common stock outstanding 2,570 2,570 Common stock equivalents 50 0 _______ _______ 2,620 2,570 ======= ======= Net earnings $ 118 $ 93 ======= ======= Net earnings per share of common stock $ 0.05 $ 0.04 ======= =======
EX-27 3
5 0000719274 GIGA-TRONICS 1,000 U.S. DOLLARS 3-MOS MAR-25-1995 MAR-26-1995 JUN-24-1995 1 3,458 3,659 3,016 0 5,887 17,460 6,665 (4,431) 21,907 3,752 0 7,773 0 0 10,382 21,907 6,261 6,261 3,976 6,088 68 0 (52) 157 39 0 0 0 0 118 0.05 0
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