EX-99.1 2 ex_134668.htm EXHIBIT 99.1 ex_134668.htm

Exhibit 99.1

 

NEWS RELEASE

For Release on February 12, 2019

Contact: Lutz Henckels

4:02 PM (ET) 

Executive Vice President & Interim CFO

 

lhenckels@gigatronics.com

 

 (925) 328-4650 ext. 4698

 

Giga-tronics Reports Results for the Third Quarter FY 2019

 

Dublin, CA – February 12, 2019 – Giga-tronics Incorporated (OTCQB: GIGA) (the “Company”) reported today revenues for the third fiscal quarter ended December 29, 2018 of $1.9 million, a $1.3 million or 41% decrease as compared to $3.2 million for the third quarter of fiscal 2018. Although total revenue decreased, revenues from the Company’s Microsource business (see “Services” in the accompanying Unaudited Condensed Consolidated Statements of Operations) increased by $562,000 or 46% from the comparable prior year period. Revenues of the Giga-tronics Division (see “Goods” in the accompanying Unaudited Condensed Consolidated Statements of Operations) decreased $1.9 million or 95%. This decrease in the third quarter was due to the fulfillment of a $1.7 million Navy ASG/ASA order in the prior year period as well as the delay in the receipt of anticipated sales orders and shipments of our Advanced Signal Generation and Analysis platform (“ASGA”). This order was received on February 1, 2019 as reported earlier.

 

Net sales for the nine-month period ended December 29, 2018 were $7.6 million, an increase of 2% compared to $7.5 million for the nine-month period ended December 30, 2017. The increase in net sales for the nine-month period was primarily due to higher YIG RADAR filters product sales, including the impact of the adoption of ASC 606 (see “Services”), which was significantly offset by the lower sales of our ASGA products compared to the prior year nine-month period.

 

Effective April 1, 2018, the Company adopted the required Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (commonly referred to as ASC 606), which changed the way the Company recognizes service revenue for certain contracts. The financial results for the third fiscal quarter and nine-months ended December 29, 2018 presented in this news release reflect the new methods of accounting. This change has resulted in earlier revenue recognition as compared to the legacy method for those contracts which was upon shipment. As a result, the Company will now be invoicing for product shipments which we already partially recognized as a one-time adjustment to the balance sheet on April 1, 2018.

 

Net loss for the third quarter of fiscal 2019 was $517,000, or $0.05 per fully diluted common share, compared to a net loss of $313,000, or $0.03 per fully diluted common share for the third quarter of fiscal 2018.  Net loss for the nine- month period ended December 29, 2018 was $1.1 million, or $0.10 per fully diluted common share, compared to a net loss of $2.7 million, or $0.27 per fully diluted common share for the first nine-months of fiscal 2018. The increase in net loss for the third quarter of fiscal 2019 compared to fiscal 2018 was primarily due to lower net sales.

 

The decrease in net loss for the first nine-months of fiscal 2019 was primarily due to significantly improved gross margins of 43% in the first nine-months of fiscal 2019 compared to 24% in the first nine-months of fiscal 2018 due to the change in revenue mix described above (including the impact of the adoption of ASC 606) as well as a decrease in operating expenses of 16% or $697,000 in the first nine-months of fiscal 2019 over fiscal 2018. Engineering expenses decreased primarily due to a decrease in personnel related expenses due to lower headcount. Selling, general and administrative expenses decreased primarily due to a decrease in headcount and personnel related expenses as well as a decrease in bonuses and commissions.

 

The Company also announced that its recently reported loan modification agreement with Partners For Growth V, L.P. has become effective due to the Company’s receipt of $510,000 in gross proceeds through the sale of its 6.0% Series E Senior Convertible Voting Perpetual Preferred Stock since November 18, 2018, of which $260,000 was received during the Company’s third quarter of fiscal 2019 and $250,000 has been received to date during the fourth fiscal quarter.

 

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Lutz Henckels, Executive Vice President and Interim Chief Financial Officer stated, “This fiscal year 2019 focus was on the turnaround of the Company, which had experienced operating losses of $11 million during the prior three years. We have, in part, accomplished this turnaround with a 55% growth in Microsource business of which one third of this increase was due to the impact of ASC 606, along with much improved gross margins of 43% versus 24% the prior fiscal year, and a reduction in operating expenses of 16%. As a result, the operating losses for the first nine-months of fiscal 2019 were $518,000, compared with $2.7 million for the first nine-months of fiscal 2018.”

 

Mr. Henckels continued, “The missing piece in the Company’s turnaround has been the orders and sales of the Company’s ASGA product platform. We changed our sales approach and our sales team in mid calendar year 2018 and we are finally beginning to see the success of our efforts with the recent $4 million purchase order for our ASGA product platform. As a result of this order and expected additional orders for our ASGA product platform, we anticipate an approximately breakeven fourth quarter fiscal 2019 and a profitable Fiscal 2020”.

 

John Regazzi, CEO of Giga-tronics said, “I still believe the original vision of reinvigorating Giga-tronics by moving the Company into the underserved Electronic Warfare test market was the correct decision. Although it has taken far longer than anticipated, we believe we have our major problems and the attendant delays behind us where the Advanced Signal Generation and Analysis platform can now be a major part of our future revenue growth and profitability in the next fiscal year”.

 

Giga-tronics will host a conference call today at 4:30 p.m. ET to discuss the third quarter results. To participate in the call, dial (888) 517-2470 or (630) 827-6818 and enter PIN Code 7465562#. 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 February 12, 2019.

 

Giga-tronics is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA". Giga-tronics produces YIG (Yttrium, Iron, Garnet) tuned oscillators, RADAR filters, and microwave synthesizers for use in military defense applications as well as sophisticated test and measurement equipment primarily used in electronic warfare test & emulation applications.

 

This press release contains forward-looking statements concerning future revenues and operating results, anticipated orders, long term growth and profitability, expected shipments, and product line sales. Forward-looking statements involve risks and uncertainties, both known and unknown, that may cause actual results to differ materially from those indicated in the forward-looking statements. Actual results may differ significantly due to a number of factors such as: uncertainty as to the Company’s ability to continue as a going concern; delays in customer orders for the new ASGA and the Company’s ability to timely manufacture and fulfill orders;the potential that anticipated orders may not be received or may be delayed or deferred; the potential that existing orders may be canceled or deferred ; the Company’s ability to obtain additional financing as needed; and general market conditions.  For further discussion, see the Company’s most recent annual report on Form 10-K for the fiscal year ended March 31, 2018, 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." Forward-looking statements are made as of the date of this press release. The Company has no intention and disclaims any duty to update the forward-looking statements in this press release.

 

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GIGA-TRONICS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share data)

 

December 29,

2018

   

March 31,

2018

 

Assets

               

Current assets:

               

Cash and cash-equivalents

  $ 448     $ 1,485  

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

    694       364  

Inventories, net

    3,182       5,487  

Prepaid expenses and other current assets

    1,464       87  

Total current assets

    5,788       7,423  

Property and equipment, net

    627       833  

Other long-term assets

    175       175  

Total assets

  $ 6,590     $ 8,431  

Liabilities and shareholders' equity

               

Current liabilities:

               

Line of credit

  $ 455     $ 552  

Loan payable, net of discount and issuance costs

    1,693       1,447  

Accounts payable

    928       996  

Accrued payroll and benefits

    598       343  

Deferred revenue

    251       3,374  

Deferred rent

    69       58  

Capital lease obligations

    43       52  

Deferred liability related to asset sale

    40       40  

Other current liabilities

    870       947  

Total current liabilities

    4,947       7,809  

Long term deferred rent

    375       429  

Long term obligations - capital lease

    31       62  

Total liabilities

    5,353       8,300  
                 

Shareholders' equity:

               

Convertible preferred stock of no par value;

               

Authorized - 1,000,000 shares

               

Series A - designated 250,000 shares; no shares at December 29, 2018 and March 31, 2018 issued and outstanding

           

Series B, C, D - designated 19,500 shares; 18,533.31 shares at December 29, 2018 and March 31, 2018 issued and outstanding; (liquidation preference of $3,540 at December 29, 2018 and March 31, 2018)

    2,911       2,911  

Series E- designated 100,000 shares; 80,400 shares at December 29, 2018 and 43,800 shares at March 31, 2018 issued and outstanding; (liquidation preference of $3,015 at December 29, 2018 and $1,643 at March 31, 2018)

    1,439       702  

Common stock of no par value;

               

Authorized - 40,000,000 shares; 10,996,511 shares at December 29,  2018 and 10,312,653 at March 31, 2018 issued and outstanding

    25,478       25,200  

Accumulated deficit

    (28,591 )     (28,682 )

Total shareholders' equity

    1,237       131  

Total liabilities and shareholders' equity

  $ 6,590     $ 8,431  

 

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GIGA-TRONICS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

   

Three Month Periods Ended

   

Nine Month Periods Ended

 

(In thousands except per share data)

 

December 29,

2018

   

December 30,

2017

   

December 29,

2018

   

December 30,

2017

 

Revenue

                               

Goods

  $ 100     $ 1,989     $ 416     $ 2,819  

Services

    1,793       1,231       7,207       4,634  

Total Revenue

    1,893       3,220       7,623       7,453  

Cost of sales

    1,069       2,415       4,367       5,695  

Gross profit

    824       805       3,256       1,758  
      44 %     25 %     43 %     24 %

Operating expenses:

                               

Engineering

    302       452       1,020       1,313  

Selling, general and administrative

    853       891       2,754       3,158  

Total operating expenses

    1,155       1,343       3,774       4,471  
                                 

Operating loss

    (331 )     (538 )     (518 )     (2,713 )
                                 

Gain on sale of product line

          324             324  

Gain on adjustment of warrant liability to fair value

          7             67  

Interest expense:

                               

Interest expense, net

    (128 )     (71 )     (363 )     (238 )

Interest expense from accretion of loan discount

    (58 )     (35 )     (163 )     (90 )

Total interest expense, net

    (186 )     (106 )     (526 )     (328 )

Loss before income taxes

    (517 )     (313 )     (1,044 )     (2,650 )

Provision for income taxes

                42       2  

Net loss

  $ (517 )   $ (313 )   $ (1,086 )   $ (2,652 )
                                 

Loss per common share - basic

  $ (0.05

)

  $ (0.03 )   $ (0.10

)

  $ (0.27 )

Loss per common share - diluted

  $ (0.05

)

  $ (0.03 )   $ (0.10

)

  $ (0.27 )
                                 

Weighted average shares used in per share calculation:

                               

Basic

    10,676       9,798       10,408       9,769  

Diluted

    10,676       9,798       10,408       9,769  

 

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