<PAGE> 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 December 25, 1999,
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 (IRS 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: (925) 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 January 19, 2000: 4,382,671
<PAGE> 2
PAGE 2
GIGA-TRONICS INCORPORATED
INDEX
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
ITEM 1 Consolidated Financial Statements:
Consolidated Balance Sheets as of December 25, 1999
and March 27, 1999 (unaudited) ...............................................3
Consolidated Statements of Operations, three and nine months
ended December 25, 1999 and December 26, 1998 (unaudited).....................4
Consolidated Statements of Cash Flows, nine months
ended December 25, 1999 and December 26, 1998 (unaudited).....................5
Notes to Unaudited Consolidated Financial Statements..........................6
ITEM 2 Management's Discussion and Analysis of
Operations and Financial Condition............................................9
</TABLE>
PART II - OTHER INFORMATION
ITEM 1
TO 5 Not applicable
ITEM 6 Exhibits and Reports on Form 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
Not applicable
<TABLE>
<S> <C>
SIGNATURES....................................................................................13
</TABLE>
<PAGE> 3
PAGE 3
GIGA-TRONICS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(unaudited)
(In thousands, except share data)
<TABLE>
<CAPTION>
December 25, 1999 March 27, 1999
----------------- --------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 5,165 $ 2,686
Trade accounts receivable, net of allowance 6,087 6,434
of $411 and $435, respectively
Inventories, net 13,560 13,249
Prepaid expenses 546 1,108
Deferred income taxes 2,672 2,309
------- -------
Total current assets 28,030 25,786
Property and Equipment:
Building and leasehold improvements 379 311
Machinery and equipment 14,170 13,460
Office furniture and fixtures 1,001 1,060
------- -------
Property and equipment, gross cost 15,550 14,831
Less accumulated depreciation and amortization 10,250 9,179
------- -------
Property and equipment, net cost 5,300 5,652
Patents and licenses 136 349
Goodwill, net 686 1,194
Deferred income taxes 169 169
Other assets 85 109
------- -------
Total assets $34,406 $33,259
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable 3,144 3,022
Accrued commissions 580 369
Accrued payroll and benefits 1,615 1,346
Accrued warranty 554 467
Customer advances 1,011 1,648
Current portion of capital lease and other long term obligations 103 112
Other current liabilities 1,269 801
------- -------
Total current liabilities 8,276 7,765
Capital lease and other long term obligations, net 709 784
------- -------
Total liabilities 8,985 8,549
------- -------
Shareholders' Equity
Preferred stock of no par value; -- --
Authorized 1,000,000 shares; no shares outstanding at December
25, 1999 and March 27, 1999
Common stock of no par value; 11,671 11,621
Authorized 40,000,000 shares; 4,382,671 shares outstanding at
December 25, 1999 and 4,361,902 shares at March 27, 1999
Retained earnings 13,750 13,089
------- -------
Total shareholders' equity 25,421 24,710
------- -------
Total liabilities and shareholders' equity $34,406 $33,259
======= =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements
<PAGE> 4
PAGE 4
GIGA-TRONICS INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------------- --------------------------------
Dec. 25, 1999 Dec. 26, 1998 Dec. 25, 1999 Dec. 26, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $11,314 $11,343 $34,653 $29,050
Cost of sales 7,324 7,653 23,264 19,213
------- ------- ------- -------
Gross profit 3,990 3,690 11,389 9,837
Product development 1,071 1,124 2,979 4,100
Selling, general and administrative 2,392 2,404 7,137 6,919
Amortization of intangibles 105 143 405 408
------- ------- ------- -------
Operating expenses 3,568 3,671 10,521 11,427
Operating income (loss) 422 19 868 (1,590)
Other income 16 27 54 65
Interest income, net 22 2 24 120
------- ------- ------- -------
Earnings (loss) before income taxes 460 48 946 (1,405)
Provision for income taxes 138 14 285 (422)
------- ------- ------- -------
Net earnings (loss) $ 322 $ 34 $ 661 $ (983)
======= ======= ======= =======
Earnings (loss) per common share -
basic 0.07 0.01 0.15 (0.23)
======= ======= ======= =======
Earnings (loss) per common share -
diluted 0.07 0.01 0.15 (0.23)
======= ======= ======= =======
Weighted average basic common shares
outstanding 4,383 4,344 4,371 4,334
------- ------- ------- -------
Weighted average diluted common
shares outstanding 4,611 4,362 4,509 4,334
------- ------- ------- -------
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE> 5
PAGE 5
GIGA-TRONICS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------------
Dec. 25,1999 Dec. 26, 1998
------------ -------------
<S> <C> <C>
Cash flows provided from operations:
Net earnings (loss) $ 661 $ (983)
Adjustments to reconcile net earnings (loss) to net cash provided
by (used in) operations:
Depreciation and amortization 1,601 1,635
Loss on sale of fixed assets 20 7
Deferred income taxes, net (48) (324)
Changes in operating assets and liabilities 1,089 (2,404)
------ -------
Net cash provided by (used in) operations 3,323 (2,069)
Cash flows from investing activities
Investment maturities, net -- 5,742
Additions to property and equipment, net (864) (922)
Payment for purchase of Microsource Inc, including transaction -- (692)
costs
Advances to Microsource -- (940)
Other assets 25 (21)
------ -------
Net cash (used in) provided by investing activities (839) 3,167
Cash flows from financing activities:
Issuance of common stock 50 46
Payment on line of credit -- (1,500)
Proceeds (payment) on notes payable and long term debt 2 (2,530)
Other long term obligations (57) (85)
------ -------
Net cash used in financing activities (5) (4,069)
Increase (decrease) in cash and cash equivalents 2,479 (2,971)
------ -------
Beginning cash and cash equivalents 2,686 4,611
Ending cash and cash equivalents $5,165 $ 1,640
====== =======
</TABLE>
Supplementary disclosure of cash flow information:
(1) No cash was paid for interest in the nine month periods ended December
25, 1999 and December 26, 1998.
(2) Cash paid for income taxes in the nine month period ended December 25,
1999 was $5,500. Cash paid for income taxes in the nine month period
ended December 26, 1998 was $7,000.
(3) Non cash investing and financing activities - Goodwill adjustment
related to deferred income taxes acquired from Microsource, Inc.
of $315,000.
See accompanying notes to unaudited consolidated financial statements.
<PAGE> 6
PAGE 6
GIGA-TRONICS INCORPORATED
NOTES TO UNAUDITED CONSOLIDATED 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 27, 1999.
(2) Inventories
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
Dec. 25, 1999 March 27, 1999
------------- --------------
<S> <C> <C>
Raw materials $ 6,560 $ 6,386
Work-in-process 5,983 6,124
Finished goods 1,017 739
------- -------
Total inventory $13,560 $13,249
======= =======
</TABLE>
(3) Earnings Per Share
Basic earnings per share is calculated by dividing net income or loss by
weighted average common shares outstanding during the period. Diluted
earnings per share reflects the net incremental shares that would be
issued if dilutive outstanding stock options were exercised, using the
treasury stock method. In the case of a net loss, it is assumed that no
incremental shares would be issued because they would be antidilutive.
In addition, certain options are considered antidilutive because the
options' exercise price were above the average market price during the
period. Antidilutive shares are not included in the computation of
diluted earnings per share, in accordance with SFAS No. 128. The shares
used in per share computations for the three and nine month periods
ended December 25, 1999 and December 26, 1998 are as follows (in
thousands, except per share data):
<PAGE> 7
PAGE 7
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------- -------------------------------
Dec. 25, 1999 Dec. 26, 1998 Dec. 25, 1999 Dec. 26, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net earnings (loss) $ 322 $ 34 $ 661 $ (983)
====== ====== ====== ======
Weighted average:
Common shares outstanding 4,383 4,344 4,371 4,334
Dilutive potential common shares 228 18 138 --
------ ------ ------ ------
Common shares assuming dilution 4,611 4,362 4,509 4,334
====== ====== ====== ======
Net earnings (loss) per share of common
stock $ 0.07 $ 0.01 $ 0.15 $(0.23)
====== ====== ====== ======
Net earnings (loss) per share of common
stock assuming dilution $ 0.07 $ 0.01 $ 0.15 $(0.23)
====== ====== ====== ======
Number of stock options not included in
the computation 25 443 47 376
------ ------ ------ ------
</TABLE>
The number of stock options not included in the computation of diluted
EPS for the three and nine month periods ended December 25, 1999 and the
three month period ended December 26, 1998 reflects stock options where
the exercise prices were greater than the average market price of the
common shares and were therefore antidilutive.
The number of stock options not included in the computation of diluted
EPS for the nine month period ended December 26, 1998 reflects a loss
from continuing operations and therefore all options are antidilutive.
(4) Comprehensive Income
The components of comprehensive income, net of tax, are as follows (in
thousands):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
----------------------------- -----------------------------
Dec. 25, 1999 Dec. 26, 1998 Dec. 25, 1999 Dec. 26, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net earnings (loss) $322 $34 $661 $(983)
Change in net unrealized gain on
available-for-sale investments -- -- -- 18
---- --- ---- -----
Comprehensive income (loss), net $322 $34 $661 $(965)
==== === ==== =====
</TABLE>
<PAGE> 8
PAGE 8
(5) Significant Customers and Industry Segment Information
The Company has five reportable segments: Giga-tronics Instruments
division, ASCOR Inc., Microsource Inc., the Semiconductor Equipment
Group and Corporate. Giga-tronics Instrument division produces a broad
line of test and measurement equipment used in the development, test and
maintenance of wireless communications products and systems, flight
navigational equipment, electronic defense systems and automatic testing
systems. ASCOR Inc., designs, manufactures, and markets a line of
switching devices that link together many specific purpose instruments
that comprise automatic test systems. Microsource Inc. develops and
manufactures a broad line of YIG (Yttrium, Iron, Garnet) tuned
oscillators, filters and microwave synthesizers, which are used in a
wide variety of microwave instruments or devices. The Semiconductor
Equipment Group, which includes Viking Semiconductor Equipment, Inc. and
Ultracision, Inc., manufactures and markets optical inspection equipment
used to test semiconductor devices and automation equipment for the test
and inspection of silicon wafers. Corporate handles the financing needs
of each segment and lends funds to each segment as required.
Information on reportable segments is as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended
----------------------------------------------------
Dec. 25, 1999 Dec. 26, 1998
------------------------ -----------------------
Pre-tax Pre-tax
Revenue Income (loss) Revenue Income (loss)
------- ------------- ------- -------------
<S> <C> <C> <C> <C>
Giga-tronics Instruments $ 4,676 $ 99 $ 4,077 $(198)
ASCOR 1,239 (218) 2,249 510
Microsource 3,694 198 2,350 (456)
Semiconductor Equipment Group 1,705 163 2,667 (21)
Corporate -- 218 -- 213
------- ----- ------- -----
Total $11,314 $ 460 $11,343 $ 48
======= ===== ======= =====
</TABLE>
<TABLE>
<CAPTION>
Nine Months Ended
----------------------------------------------------
Dec. 25, 1999 Dec. 26, 1998
------------------------ -----------------------
Pre-tax Pre-tax
Revenue Income (loss) Revenue Income (loss)
------- ------------- ------- -------------
<S> <C> <C> <C> <C>
Giga-tronics Instruments $13,562 $ 321 $13,609 $ (359)
ASCOR 4,707 (256) 4,591 422
Microsource 10,891 19 6,066 (527)
Semiconductor Equipment Group 5,493 152 4,784 (1,564)
Corporate -- 710 -- 623
-------- ----- -------- --------
Total $34,653 $ 946 $29,050 $(1,405)
======== ===== ======== ========
</TABLE>
<PAGE> 9
PAGE 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF OPERATIONS AND FINANCIAL CONDITION
The forward-looking statements included in Management's Discussion and Analysis
of Financial Condition and Results of Operations, which reflect management's
best judgment based on factors currently known, involve risks and uncertainties.
Actual results could differ materially from those anticipated in these
forward-looking statements as a result of a number of factors, including but not
limited to those discussed below. Forward-looking information provided by
Giga-tronics pursuant to the safe harbor established by securities legislation
should be evaluated in the context of these factors.
GENERAL
The Company designs, manufactures, and markets microwave and radio frequency
signal generation and power measurement instruments, switching devices, and YIG
tuned oscillators. These products are used in the development, test, and
maintenance of wireless communications products and systems, electronic defense
systems, and automatic testing systems (ATE). The Company also manufactures a
line of inspection and handling devices used in the production of semiconductor
devices.
THREE AND NINE MONTHS ENDED DECEMBER 25, 1999 AND DECEMBER 26, 1998
Total orders for the three month period were 63% higher ($4,439,000) than the
comparable period last year. Orders for the Instruments division were 98%
($3,794,000) higher in the third quarter versus the prior year. Orders for ASCOR
were 32% ($1,375,000) lower for the third quarter versus last year. Orders for
Microsource were 46% ($649,000) higher than the comparable quarter last year.
The Semiconductor group orders were 182% higher ($478,000) in the three months
ended December 25,1999 versus the same period a year ago. For all of the
segments in aggregate, orders for the nine months were 58% higher ($14,413,000)
than the comparable period last year. Backlog at December 25, 1999 was
$22,511,000 compared to $14,651,000 at December 26, 1998.
Net sales for the three month period ended December 25, 1999 remained
essentially flat at $11,314,000 as compared with the same period last year. Net
sales for the nine month period increased 19% ($5,603,000) as compared with the
same period last year. Sales for the Semiconductor group decreased 36%
($962,000) in the quarter and increased 15% ($709,000) for the nine months.
Giga-tronics Instruments sales increased 15% ($599,000) for the quarter and
remained essentially flat for the nine months ended December 25, 1999 in
comparison to prior year. ASCOR sales decreased during the quarter 45%
($1,010,000) and for the nine months increased 3% ($116,000) from the respective
periods of a year ago principally due to a slow down in shippable orders for the
current year. Sales for Microsource increased 57% ($1,344,000) in the quarter
and 80% ($4,825,000) for the nine months ended December 25, 1999 due to fiscally
stronger Microsource which was able to ship backlog coupled with higher order
levels in the current fiscal year.
Cost of Sales increased 4% ($329,000) in the quarter ended December 25, 1999
from the similar period a year ago. For the nine months ended December 25, 1999,
cost of sales increased 21% ($4,051,000). These increases are attributable to
higher sales coupled with higher manufacturing material costs and manufacturing
labor for the products shipped. The higher cost of sales for Microsource
products as compared to the Company's other products also contributed to the
increase in cost of sales.
Operating expenses for the three and nine month periods decreased 3% ($103,000)
and 8% ($906,000), respectively, compared with the prior year. Product
development expenses for the three and nine month periods decreased 5% ($53,000)
and 27% ($1,121,000), respectively, compared with the prior year primarily due
to the completion of the new power meter product development at the Instruments
division. Selling, general and administrative expenses remained essentially flat
for the three months ended December 25, 1999 compared to the prior year. For the
nine months ended December 25, 1999 selling, general and administrative expenses
increased 3% ($218,000). These increases are primarily due to higher commission
expenses related to higher sales levels. Amortization of intangibles decreased
27% ($38,000) for the three months and 1% ($3,000) for the nine months as
compared to the prior year.
<PAGE> 10
PAGE 10
Interest income for the three month period increased and for the nine month
period deceased over the prior year due to changes in cash available for
investment. During the three month period ended June 27, 1998, the Company
purchased Microsource whereby cash declined as a result of the extinguishment of
Microsource debt.
Earnings before income taxes for the three month and nine month periods
increased $412,000 and $2,351,000 compared to the same period last year. The
change was primarily due to higher revenues and the reduction in operating
expenses.
FINANCIAL CONDITION
The Company maintains a strong financial position, with working capital of
$19,754,000 and a ratio of current assets to current liabilities of 3.4 to 1.0
at December 25, 1999. The Company continues to fund all of its working capital
needs from cash provided by operations. Cash provided from operations, for the
nine months ended December 25, 1999, was $3,323,000.
Cash and cash equivalents increased $2,479,000 during the nine month period
ended December 25, 1999. The Company spent $839,000 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.
Management believes that cash reserves and investments remain adequate to meet
anticipated operating needs. In addition, the Company has an unsecured revolving
line of credit loan for $7,000,000, none of which has been utilized. It is also
the Company's intention to increase research and development expenditures for
the purpose of broadening its product base. From time to time, the Company
considers a variety of acquisition opportunities to also broaden its product
lines and expand its market. Such acquisition activity could also increase the
Company's operating expenses and require the additional use of capital
resources.
YEAR 2000 (Y2K) ISSUES
The Company is aware of and is addressing the issues associated with the
programming code in existing computer systems. The Year 2000 problem is
pervasive and complex, as many computer systems, manufacturing equipment and
industrial control systems will be affected in some way by the rollover of the
two-digit year value to 00 and therefore systems that do not properly recognize
such date sensitive data could generate erroneous information or cause a system
to fail. The Year 2000 issue creates risk for the Company from unforeseen
problems in its own systems and from third parties with which the Company deals
on financial transactions worldwide. Failures of the Company's and/or third
parties' computer systems, manufacturing equipment and industrial control
systems could have a material adverse impact on the Company's ability to conduct
its business.
The Company is in the process of analyzing internal systems as well as all
external systems (such as vendor, customer, banking systems, etc.) upon which
the Company is dependent, to identify and evaluate any potential Year 2000
issues. The Company is committed to achieving Year 2000 compliance; however,
with a significant portion of the problem external and therefore outside the
direct control of the Company, there can be no assurances that the Company will
be fully or even significantly Year 2000 compliant at the critical juncture.
The Company has completed an inventory of internal systems, hardware, software,
manufacturing equipment and embedded chips in industrial control instruments.
Each of these items was identified as mission critical, mission essential,
mission impaired or mission non-critical. The Company is in the process of
prioritizing and evaluating mission critical and mission essential items,
identifying fixes and resources as appropriate, and performing and testing
corrective measures. While the Company believes that its evaluation has been
comprehensive, there can be no assurance that all systems critical to Year 2000
compliance have been identified, or that the corrective actions identified will
be completed on time.
<PAGE> 11
PAGE 11
The Company has upgraded 4 of the 5 packaged financial systems it currently uses
to vendor certified Year 2000 compliant versions. The Company stopped its use of
the last financial system that was not Year 2000 compliant and instead began
using an existing financial system that was Year 2000 compliant.
The Company has completed an inventory of current products and their hardware,
software, and embedded chips. Each of the Company's products was evaluated as to
whether it maintained the date and if the date handling was Year 2000 compliant.
All of the Company's current products, which maintained the date, were found to
be Year 2000 compliant. Several of the Company's non-current products were found
not to be Year 2000 compliant but the Company has determined either a manual
work around or has an upgrade path to resolve the Year 2000 problem for such
non-current products.
Currently, the Company is investigating key suppliers of goods and services to
the Company, and considering the potential impact on the Company and its
customers of Year 2000 compliance by these suppliers. The Giga-tronics
Instruments division has mailed surveys to more than 600 of its suppliers, and
is in the process of evaluating responses and sending follow-up letters. The
ASCOR subsidiary has mailed surveys to more than 50 of its suppliers, and is in
the process of evaluating responses and sending follow-up letters. The
Microsource subsidiary has mailed surveys to more than 450 of its suppliers, and
is in the process of evaluating responses and sending follow-up letters. The
Semiconductor equipment group has mailed surveys to more than 300 of their
suppliers, and is in the process of evaluating responses and sending follow-up
letters. The Company plans to determine if its suppliers pose a threat to it for
non-compliance. If these suppliers pose a threat, the Company plans to
disqualify the non-complaint suppliers, look for alternative sources and
re-qualify new suppliers to help mediate potential business disruptions. While
the Company believes that it will be able to qualify alternative suppliers as
needed, until all supplier and customer survey responses have been received and
evaluated, the Company can not fully evaluate the extent of potential problems
and the costs associated with corrective actions.
To date, the Company has not incurred significant costs associated with Year
2000 compliance. The Company estimates the cost to complete its current
compliance program will not be significant. Of these costs, less than $50,000 is
associated with the upgrade of packaged software systems used by the Company's
subsidiaries. These are systems that would not otherwise have been replaced or
upgraded at this time. The Company may incur significant additional costs
depending largely on the response from the Company's suppliers and the extent to
which supplier re-qualification is needed. Cost estimates will also be evaluated
as the status of the overall compliance program is updated. Currently, the
Company has no other contingency plan for Year 2000 compliance. There can be no
assurance that actual costs will not be materially higher than currently
anticipated. Most of these costs are not likely to be incremental costs to the
Company, but rather will represent the re-deployment of existing information
technology resources. The Company is unable to determine what effect the failure
of systems because of Year 2000 issues by the Company or its suppliers or
customers will have, but any significant failures could have an adverse material
effect on the Company's results of operations and financial condition.
FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS
Since the addition of Microsource, Inc. in fiscal 1999, the Company's
defense-related orders have become more important. If the defense market should
soften, shipments in the current year could fall short of plan with a concurrent
decline in earnings.
As part of its business strategy, the Company intends to broaden its product
lines and expand its markets, in part through the acquisition of other business
entities. The Company acquired Viking Semiconductor Equipment, Inc. and
Ultracision, Inc. in fiscal 1998 in transactions accounted for as a
pooling-of-interests and Microsource, Inc. in fiscal 1999 in a transaction
accounted for as a purchase. The Company is subject to various risks in
connection with these and any future acquisitions. Such risks include, among
other things, the difficulty of assimilating the operations and personnel of the
acquired companies, the potential disruption of the Company's business, the
inability of the Company's management to maximize the financial and strategic
position of the Company by the successful incorporation of acquired technology
and rights into the Company's product offerings, the maintenance of uniform
standards, controls, procedures and policies, and the potential loss of key
employees of acquired companies. No assurance can be given that any acquisition
by the Company will or will not occur, that if an acquisition does occur,
that it will not materially and adversely affect the Company or that any such
acquisition
<PAGE> 12
PAGE 12
will be successful in enhancing the Company's business. The Company currently
contemplates that future acquisitions may involve the issuance of additional
shares of the Company's common stock. Any such issuance may result in dilution
to all shareholders of the Company, and sales of such shares in significant
volume by the shareholders of acquired companies may depress the price of the
Company's common stock.
Management's Discussion and Analysis of Financial Condition and Results of
Operations and other sections of this Annual Report to Stockholders contain
forward-looking statements that involve risks and uncertainties. The actual
results may differ significantly from the results discussed in the
forward-looking statements. Factors that might cause such differences include,
but are not limited to, those discussed herein and in the Company's 1999 Report
10-K under "Item 1. Business" as filed with the Securities and Exchange
Commission.
<PAGE> 13
PAGE 13
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: January 21, 2000 /s/ GEORGE H. BRUNS, JR.
------------------------------------
George H. Bruns, Jr.
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: January 21, 2000 /s/ MARK H. COSMEZ II
------------------------------------
Mark H. Cosmez II
Vice President, Finance and
Chief Financial Officer
(Principal Accounting Officer)
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-25-2000
<PERIOD-START> MAR-28-1999
<PERIOD-END> DEC-25-1999
<CASH> 5,165
<SECURITIES> 0
<RECEIVABLES> 6,498
<ALLOWANCES> 411
<INVENTORY> 13,560
<CURRENT-ASSETS> 28,030
<PP&E> 15,550
<DEPRECIATION> 10,250
<TOTAL-ASSETS> 34,406
<CURRENT-LIABILITIES> 8,276
<BONDS> 0
0
0
<COMMON> 11,671
<OTHER-SE> 13,750
<TOTAL-LIABILITY-AND-EQUITY> 34,406
<SALES> 34,653
<TOTAL-REVENUES> 34,653
<CGS> 23,264
<TOTAL-COSTS> 33,785
<OTHER-EXPENSES> (54)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (24)
<INCOME-PRETAX> 946
<INCOME-TAX> 285
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</TABLE>
