Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Jun. 25, 2022 | Aug. 08, 2022 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0000719274 | |
Entity Registrant Name | GIGA-TRONICS INC | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-25 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 25, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-14605 | |
Entity Incorporation, State or Country Code | CA | |
Entity Tax Identification Number | 94-2656341 | |
Entity Address, Address Line One | 5990 Gleason Drive | |
Entity Address, City or Town | Dublin | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94568 | |
City Area Code | 925 | |
Local Phone Number | 328-4650 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,777,230 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, No par value | |
Trading Symbol | GIGA | |
Preferred Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Share Purchase Rights | |
No Trading Symbol Flag | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 25, 2022 | Mar. 26, 2022 |
Current assets: | ||
Cash | $ 400 | $ 25 |
Trade accounts receivable, net of allowance of $0 and $3, respectively | 1,510 | 530 |
Inventories, net | 4,439 | 4,853 |
Prepaid expenses | 85 | 62 |
Unbilled receivable | 609 | 1,380 |
Total current assets | 7,043 | 6,850 |
Property, plant and equipment, net | 352 | 341 |
Right-of-use asset | 431 | 521 |
Other long-term assets | 406 | 343 |
Total assets | 8,232 | 8,055 |
Liabilities and shareholders’ equity | ||
Accounts payable | 1,423 | 1,530 |
Loans payable, net of discounts and issuance costs | 2,482 | 1,250 |
Accrued payroll and benefits | 852 | 608 |
Lease obligations | 488 | 485 |
Other current liabilities | 356 | 241 |
Total current liabilities | 5,601 | 4,114 |
Other non-current liabilities | 19 | 10 |
Long term lease obligations | 83 | 206 |
Total liabilities | 5,703 | 4,330 |
Shareholders’ equity: | ||
Common stock | 34,894 | 34,842 |
Accumulated deficit | (35,200) | (33,952) |
Total shareholders’ equity | 2,529 | 3,725 |
Total liabilities and shareholders’ equity | 8,232 | 8,055 |
Series A Preferred Stock [Member] | ||
Shareholders’ equity: | ||
Preferred stock | ||
Series B, C, and D Preferred Stock [Member] | ||
Shareholders’ equity: | ||
Preferred stock | 2,745 | 2,745 |
Series E Preferred Stock [Member] | ||
Shareholders’ equity: | ||
Preferred stock | $ 90 | $ 90 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parentheticals) - USD ($) $ in Thousands | Jun. 25, 2022 | Mar. 26, 2022 |
Trade accounts receivable, allowance | $ 0 | $ 3 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 13,333,333 | 13,333,333 |
Common stock, issued (in shares) | 2,777,230 | 2,767,230 |
Common stock, outstanding (in shares) | 2,777,230 | 2,767,230 |
Series A Preferred Stock [Member] | ||
Preferred stock, authorized (in shares) | 250,000 | 250,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Series B, C, and D Preferred Stock [Member] | ||
Preferred stock, authorized (in shares) | 19,500 | 19,500 |
Preferred stock, issued (in shares) | 17,782 | 17,782 |
Preferred stock, outstanding (in shares) | 17,782 | 17,782 |
Preferred stock, liquidation preference | $ 3,367 | $ 3,367 |
Series E Preferred Stock [Member] | ||
Preferred stock, authorized (in shares) | 100,000 | 100,000 |
Preferred stock, issued (in shares) | 5,700 | 5,700 |
Preferred stock, outstanding (in shares) | 5,700 | 5,700 |
Preferred stock, liquidation preference | $ 214 | $ 214 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Revenue | $ 1,930,000 | $ 2,050,000 |
Cost of revenue | 1,516,000 | 1,250,000 |
Gross profit | 414,000 | 800,000 |
Operating expenses: | ||
Engineering | 298,000 | 402,000 |
Selling, general and administrative | 1,162,000 | 1,098,000 |
Transaction expenses | 164,000 | 0 |
Total operating expenses | 1,624,000 | 1,500,000 |
Operating income (loss) | (1,210,000) | (700,000) |
Interest expense, net and other: | ||
Interest expense, net | (33,000) | (3,000) |
Other expense, net | (3,000) | (111,000) |
Loss before income taxes | (1,246,000) | (814,000) |
Provision for income taxes | 0 | 0 |
Net income (loss) | (1,246,000) | (814,000) |
Deemed dividend on Series E preferred stock | (2,000) | (3,000) |
Cumulative dividends on converted Series E preferred stock | 0 | (43,000) |
Net income (loss) attributable to common shareholders | $ (1,248,000) | $ (860,000) |
Income (loss) per common share – basic (in dollars per share) | $ (0.45) | $ (0.32) |
Income (loss) per common share – diluted (in dollars per share) | $ (0.45) | $ (0.32) |
Weighted average common shares used in computing net loss per common share attributable to common shareholders - basic (in shares) | 2,777,000 | 2,725,000 |
Weighted average common shares used in computing net loss per common share attributable to common shareholders - diluted (in shares) | 2,777,000 | 2,725,000 |
Goods [Member] | ||
Revenue | $ 1,167,000 | $ 51,000 |
Services [Member] | ||
Revenue | $ 763,000 | $ 1,999,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Preferred Stock Including Additional Paid in Capital [Member] | Common Stock Including Additional Paid in Capital [Member] | Retained Earnings [Member] |
Balance (in shares) at Mar. 27, 2021 | 26,982 | 2,635,856 | ||
Balance at Mar. 27, 2021 | $ 4,247 | $ 2,922 | $ 32,306 | $ (30,981) |
Net loss attributable to common shareholders | (860) | (860) | ||
Restricted stock granted (in shares) | 18,000 | |||
Restricted stock forfeited (in shares) | (10,000) | |||
Stock-based compensation | 155 | $ 155 | ||
Deemed dividend in connection with prefunded warrants issuance | (203) | (203) | ||
Common stock issuance net of offering costs (in shares) | 46,154 | |||
Common stock issuance net of offering costs | 145 | $ 145 | ||
Conversion of series E preferred stock to common stock (in shares) | (3,500) | 35,000 | ||
Conversion of Series E preferred stock to common stock | 43 | $ (87) | $ 130 | |
Balance (in shares) at Jun. 26, 2021 | 23,482 | 2,725,010 | ||
Balance at Jun. 26, 2021 | 3,527 | $ 2,835 | $ 32,736 | (32,044) |
Balance (in shares) at Mar. 26, 2022 | 23,482 | 2,767,230 | ||
Balance at Mar. 26, 2022 | 3,725 | $ 2,835 | $ 34,842 | (33,952) |
Net loss attributable to common shareholders | (1,248) | (1,248) | ||
Restricted stock granted (in shares) | 10,000 | |||
Stock-based compensation | 52 | $ 52 | ||
Balance (in shares) at Jun. 25, 2022 | 23,482 | 2,777,230 | ||
Balance at Jun. 25, 2022 | $ 2,529 | $ 2,835 | $ 34,894 | $ (35,200) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (1,248,000) | $ (860,000) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 39,000 | 52,000 |
Stock-based compensation | 52,000 | 155,000 |
Cumulative dividends on Series E preferred stock | 0 | 43,000 |
Finance costs for issuance of prefunded warrants | 0 | 157,000 |
Finance costs from issuance of warrant in connection with term loan | 14,000 | 0 |
Gain on remeasurement of prefunded warrants liability | 0 | (46,000) |
Gain on remeasurement of warrant issued in connection with term loan | (10,000) | 0 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (981,000) | 407,000 |
Inventories | 404,000 | (829,000) |
Prepaid expenses | (24,000) | 37,000 |
Unbilled receivable | 772,000 | 179,000 |
Right-of-use asset | 90,000 | 84,000 |
Other long term assets | (65,000) | 0 |
Accounts payable | (107,000) | (245,000) |
Accrued payroll and benefits | 244,000 | 77,000 |
Deferred revenue | 0 | 96,000 |
Accrued Interest | 30,000 | 10,000 |
Other current and non-current liabilities | 74,000 | (16,000) |
Net cash used in operating activities | (716,000) | (699,000) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (41,000) | 0 |
Net cash used in investing activities | (41,000) | 0 |
Cash flows from financing activities: | ||
Principal payments on leases | (119,000) | (107,000) |
Repayments of borrowings | (1,263,000) | (1,008,000) |
Proceeds from loans payable, net of issuance costs | 2,514,000 | 620,000 |
Proceeds from issuance of stock, net of issuance costs | 0 | 145,000 |
Proceeds from issuance of prefunded warrants | 0 | 1,500,000 |
Finance costs from issuance of prefunded warrants | (157,000) | |
Net cash provided by financing activities | 1,132,000 | 993,000 |
Increase in cash | 375,000 | 294,000 |
Beginning cash | 25,000 | 736,000 |
Ending cash | 400,000 | 1,030,000 |
Supplementary disclosure of cash flow information: | ||
Cash paid for interest | 13,000 | 3,000 |
Finance costs from issuance of warrant in connection with term loan | 34,000 | 0 |
Prefunded Warrant Dividends | ||
Supplementary disclosure of noncash activities: | ||
Deemed dividend on common shares from prefunded warrants issuance | 0 | 203,000 |
Series E Preferred Stock Dividends | ||
Supplementary disclosure of noncash activities: | ||
Deemed dividend on common shares from prefunded warrants issuance | $ 2,000 | $ 43,000 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 3 Months Ended |
Jun. 25, 2022 | |
Accounting Policies [Abstract] | |
Organization and Significant Accounting Policies | Note 1 . Organization and Significant Accounting Policies The unaudited condensed consolidated financial statements included herein have been prepared by Giga-tronics Incorporated (“Giga-tronics,” “Company,” or “we”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated 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 (consisting of normal recurring entries) necessary to make the consolidated results of operations for the interim periods a fair statement of such operations. Please refer to the Company’s Annual Report on Form 10-K for the year ended March 26, 2022 for a discussion of our significant accounting policies. During the three months ended June 26, 2022, there were no material changes to these policies other than as disclosed below. For further information, refer to the consolidated financial statements and footnotes thereto, included in the Annual Report on Form 10-K, filed with the SEC for the year ended March 26, 2022. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Giga-tronics and its wholly owned subsidiary, Microsource, Inc. (“Microsource”). All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Going Concern and Management's
Going Concern and Management's Plan | 3 Months Ended |
Jun. 25, 2022 | |
Going Concern and Management's Plan [Abstract] | |
Going Concern and Management's Plan | Note 2. Going Concern and Management’s Plan The Company incurred net losses of $ 1.2 million in the first quarter ended June 25, 2022 and $ 2.7 million in the fiscal year ended March 26, 2022. These losses have contributed to an accumulated deficit of $ 35.2 million as of June 25, 2022. On December 27, 2021, Giga-tronics entered into a Share Exchange Agreement with BitNile Holdings, Inc. ("BitNile") and Gresham Worldwide, Inc. (“Gresham”), which is a wholly-owned subsidiary of BitNile (the “Share Exchange Agreement”). Under the Share Exchange Agreement, the Company is restricted from raising funds either via debt or equity and has therefore received a loan of $ 1.3 million from Digital Power Lending, LLC, (“DPL”) which is an affiliate of BitNile. The Company expects to complete the merger with Gresham in September 2022 and resolve the going concern matter (See Note 18 - Share Exchange Agreement with BitNile and Gresham). Management has also put in place a plan as a stand-alone company and believes that the Company can repay the loan to BitNile in November 2022 without raising additional funding because of the large inventory on hand for the Threat Emulation System ("TEmS") solution, which will result in cash with sales of the TEmS solution. Management will continue to review all aspects of its business including, but not limited to, the contribution of its individual business segments, in an effort to improve cash flow and reduce costs and expenses, while continuing to invest, to the extent possible, in new product development for future revenue streams. The Company's historical operating results and forecasting uncertainties indicate that substantial doubt exists related to its ability to continue as a going concern. Management believes that through the actions to date and possible future actions described above, the Company should have the necessary liquidity to continue operations for at least twelve months from the issuance of the financial statements. However, management cannot predict, with certainty, the outcome of its actions to maintain or generate additional liquidity, including the availability of additional financing, or whether such actions would generate the expected liquidity as currently planned. Forecasting uncertainties also exist with respect to the Electronic Warfare ("EW") test system product line due to the potential longer than anticipated sales cycles. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result if the Company were unable to do so. |
Inventories, Net
Inventories, Net | 3 Months Ended |
Jun. 25, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Note 3. Inventories, net Inventories, net are comprised of the following (In thousands): Category June 25, 2022 March 26, 2022 Raw materials $ 1,777 $ 2,264 Work-in-progress 2,581 2,474 Finished goods 50 95 Demonstration inventory 31 20 Total $ 4,439 $ 4,853 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 3 Months Ended |
Jun. 25, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Note 4. Property, Plant and Equipment, net Property, plant and equipment, net, are comprised of the following (In thousands): Category June 25, 2022 March 26, 2022 Leasehold improvements $ 648 $ 648 Machinery and equipment 4,672 4,631 Computer and software 705 705 Furniture and office equipment 107 107 Property, plant and equipment 6,132 6,091 Less: accumulated depreciation and amortization ( 5,780 ) ( 5,750 ) Property, plant and equipment, net $ 352 $ 341 Depreciation and amortization expenses for the three months periods ended June 25, 2022 and June 26, 2021 was $ 39,000 and $ 52,000 , respectively. |
Financed Receivables
Financed Receivables | 3 Months Ended |
Jun. 25, 2022 | |
Debt Disclosure [Abstract] | |
Financed Receivables | Note 5. Financed Receivables On March 11, 2019, the Company entered into an Amended and Restated Business Financing Agreement (“Restated Financing Agreement”) with Western Alliance Bank, as successor to Bridge Bank. Under the Restated Financing Agreement, Western Alliance Bank may advance up to 85 % of the amounts of invoices issued by the Company up to a maximum of $ 2.5 million in aggregate advances outstanding at any time. Under the Restated Financing Agreement, interest accrues on outstanding amounts at an annual rate equal to the greater of prime or 4.5 % plus one percent. The Company is required to pay certain fees, including an annual facility fee of $ 14,700 that is paid in two equal semi-annual installments. The Company’s obligations under the Restated Financing Agreement are secured by a security interest in substantially all of the assets of the Company and any domestic subsidiaries, subject to certain customary exceptions. The Restated Financing Agreement has no specified term and may be terminated by either the Company or Western Alliance Bank at any time. As of June 25, 2022, and March 26, 2022, the Company’s total outstanding borrowings under the Restated Financing Agreement were $ 1,203,000 and $ 450,000 , respectively, and are included in Loans payable, net of discounts and issuance costs on the unaudited condensed consolidated Balance Sheets. |
Term Loan
Term Loan | 3 Months Ended |
Jun. 25, 2022 | |
Debt Disclosure [Abstract] | |
Term Loan | Note 6. Term Loan On November 12, 2021, the Company borrowed $ 500,000 from DPL and an affiliate of BitNile, a Delaware corporation. On January 7, 2022, the Company borrowed an additional $ 300,000 from DPL. On April 5, 2022, the Company (1) borrowed an additional $ 500,000 from DPL, (2) amended its Share Exchange Agreement and issued a warrant to Gresham. The Share Exchange Agreement and the warrant issued to Gresham are described in Note 18 – Share Exchange Agreement with BitNile and Gresham. The loan is evidenced by a secured promissory note dated April 5, 2022 that provides, among other things that the principal amount of the loan will bear interest at the rate of 10.0 % per annum. Unless prepaid by the Company, all principal and accrued interest under the loan is payable on November 12, 2022 or, if earlier, upon the Company’s completion of an underwritten public offering or the termination of the Share Exchange Agreement. The Company’s obligations under the loan are secured by a pledge of all of the Company’s assets. The loan and the lender’s security interest are subordinate to the Company’s existing bank lending arrangement. As of June 25, 2022, and March 26, 2022, the Company’s total outstanding loan balance was $ 1,300,000 and $ 800,000 , respectively, and are included in Loans payable, net of discounts and issuance costs on the unaudited condensed consolidated Balance Sheets. On April 5, 2022, the Company borrowed an additional $ 500,000 from DPL and the Company and DPL entered into an Amended and Restated Secured Promissory Note and an amendment to the Security and Pledge Agreement originally dated as of November 12, 2021 to reflect that the Company has borrowed an aggregate of $ 1,300,000 from DPL. The Company intends to use the additional loan proceeds for general corporate purposes. The other material terms of the Loan remain unchanged. This description is qualified by the Amended and Restated Secured Promissory Note, the Security and Pledge Agreement with DPL and the amendment thereto, copies of which are filed as exhibits to this report and incorporated by reference herein. |
Employee Retention Credit under
Employee Retention Credit under the CARES Act | 3 Months Ended |
Jun. 25, 2022 | |
Employee Retention Credit Under the CARES Act [Abstract] | |
Employee Retention Credit under the CARES Act | Note 7. Employee Retention Credit under the CARES Act In August 2021, the Company applied for the Employee Retention Credit (“ERC”) for a total amount of $ 233,000 . This ERC is a fully refundable tax credit for employers equal to 50 percent of qualified wages that eligible employers pay their employees. This ERC applies to qualified wages paid after March 12, 2020 and before January 1, 2021. In January 2022, the Company applied for another ERC for a total amount of $ 321,000 . This ERC is a fully refundable tax credit for employers equal to 70 percent of qualified wages that eligible employers pay their employees. This ERC applies to qualified wages paid after December 2020 and before January 1, 2022. Currently, we are unable to provide an estimate as to whether and when we will receive these ERC funds as the Company's applications are pending Internal Revenue Service processing and approval. |
Leases
Leases | 3 Months Ended |
Jun. 25, 2022 | |
Leases [Abstract] | |
Leases | Note 8. Leases Operating leases The Company has a non-cancelable operating lease for office, research and development, engineering, laboratory, storage and warehouse uses in Dublin, California for 77 months from April 1, 2017 through August 31, 2023. The Company agreed to pay an aggregate base rent of $ 2,384,913 for the period of 77 months, with an annual increase of $ 0.05 per rentable square foot for each subsequent year. The lease provided for rent abatement of $ 173,079 during the initial five months of the lease term, subject to the Company performing the terms and conditions required under the lease, and certain tenant improvements completed at the landlord’s expense of $ 358,095 . In December 2018, the Company entered into a lease agreement for an additional 1,200 square foot facility for certain engineering personnel located in Nashua, New Hampshire, which began on February 1, 2019. Effective March 1, 2020, we amended and replaced in its entirety the original Nashua lease agreement to increase the facility size to 2,400 square feet and extend its expiration to February 28, 2023.The monthly payment for fiscal year 2022 and fiscal year 2023 under the amended agreement is $ 2,500 . Per the terms of the Company’s lease agreements, the Company does not have any residual value guarantees. In calculating the present value of the lease payments, the Company has elected to utilize its incremental borrowing rate. The Company has elected for facility operating leases to not separate each lease component from its associated non-lease components. The building lease includes variable payments (i.e., common area maintenance) which are charged and paid separately from rent based on actual costs incurred and therefore are not included in the right-of-use asset and liability but reflected in operating expense in the period incurred. Lease costs For the three months ended (In thousands): Lease Costs Classification June 25, 2022 June 26, 2021 Operating lease costs Operating expenses $ 144 $ 133 Other information for the three months ended (In thousands): June 25, 2022 June 26, 2021 Operating cash used for leases $ 173 $ 150 Future lease payments as of June 26, 2022, were as follows (In thousands): Fiscal Year Operating leases 2023 (remaining 9 months) $ 385 2024 209 Total future minimum lease payments 594 Less: imputed interest ( 23 ) Present value of lease liabilities $ 571 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Jun. 25, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 9. Fair Value Measurement Accounting Standards Codification ("ASC") 820 “Fair Value Measurements” ("ASC 820") defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described below: • Level 1 —Valuations are based on quoted prices in active markets for identical assets or liabilities and readily accessible by us at the reporting date. Examples of assets and liabilities utilizing Level 1 inputs are certain money market funds, U.S. Treasuries and trading securities with quoted prices in active markets. • Level 2 —Valuations based on inputs other than the quoted prices in active markets that are observable either directly or indirectly in active markets. Examples of assets and liabilities utilizing Level 2 inputs are U.S. government agency bonds, corporate bonds, commercial paper, certificates of deposit and over-the-counter derivatives. • Level 3 —Valuations based on unobservable inputs in which there is little or no market data, which require us to develop our own assumptions. In determining the fair value of warrants, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. Upon issuance on April 5, 2022 and at June 25, 2022 the warrant issued in connection with loan from DPL was measured at fair value (See Note 18 - Share Exchange Agreement with BitNile and Gresham). The Company’s fair value hierarchies for its financial assets and liabilities which require fair value measurement on a recurring basis are as follows: (In thousands) Level 1 Level 2 Level 3 Total Balance at March 26, 2022 Liabilities Warrant liability for warrant issued in connection with loan from DPL $ — $ — $ — $ — Balance at June 25, 2022 Liabilities Warrant liability for warrant issued in connection with loan from DPL $ — $ — $ 24 $ 24 During the three months ended June 25, 2022 and the year ended March 26, 2022, there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value and the valuation techniques used did not change compared to the Company’s established practice. The fair value of the warrant issued in connection with loan from DPL has been determined using Black-Scholes-Merton model. The Company’s common stock fair value is a significant Level 3 input affecting the valuation of the warrant. (In thousands) Warrant liability Balance at March 26, 2022 $ — Initial fair value of warrants issued in connection with loan from DPL in April 2022 34 Gain on remeasurement of warrant issued in connection with loan from DPL ( 10 ) Balance at June 25, 2022 $ 24 Upon issuance on April 27, 2021, the prefunded warrants liability was measured at fair value. On July 28, 2021, the Company and the holder amended the terms of the Prefunded Warrants to restrict the holder’s option to require cash payment at the Black-Scholes-Merton model value of the remaining unexercised portion of the holder’s Prefunded Warrants to only Fundamental Transactions that are within the Company’s control. Because of this modification of the put-option provision, the Prefunded Warrants are no longer required to be classified as a liability under either ASC 480, "Distinguishing Liabilities from Equity", or ASC 815, "Derivatives and Hedging", guidance and do not include any embedded features that require bifurcation. Therefore, the Prefunded Warrants liability were remeasured on the modification date and reclassified to equity (See Note 10 – Sale of Common Stock and Prefunded Warrants). As of June 25, 2022 and March 26, 2022, the prefunded warrants liability was $ 0 . There were no assets measured at fair value on a recurring basis and there were no assets measured at fair value on a non-recurring basis as of June 25, 2022 and March 26, 2022. There were no liabilities measured at fair value on a recurring or non-recurring basis at March 26, 2022. |
Sale of Common Stock and Prefun
Sale of Common Stock and Prefunded Warrants | 3 Months Ended |
Jun. 25, 2022 | |
Stockholders' Equity Note [Abstract] | |
Sale of Common Stock and Prefunded Warrants | Note 10. Sale of Common Stock and Prefunded Warrants On April 27, 2021, the Company entered into a Securities Purchase Agreement (“Purchase Agreement”) with certain accredited investors (“Investors”) pursuant to which it issued and sold prefunded warrants to purchase an aggregate of 461,538 shares of the Company’s common stock (“Prefunded Warrants”) for gross proceeds of $ 1,500,000 or $ 3.25 per Prefunded Warrant in a private placement on the same day. Net proceeds to the Company after fees and expenses of the private placement were approximately $ 1,343,000 . The Purchase Agreement contains customary representations and warranties of the Company and certain indemnification obligations and ongoing covenants of the Company. The Prefunded Warrants are immediately exercisable and may be exercised for a de-minimis exercise price of $ 0.01 per share subject to the limitation that a holder of a Prefunded Warrant will not have the right to exercise any portion of the Prefunded Warrant if the holder together with its affiliates and attribution parties (as such terms are defined in the Prefunded Warrants) would beneficially own in excess of 9.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Prefunded Warrants. The Prefunded Warrants do not expire. The Prefunded Warrants also contained a put option, exercisable under certain conditions. Because of this put-option provision, the Prefunded Warrants were initially classified as a liability at fair value of $ 1,703,000 on the issuance date and marked to market at each reporting date. Further, because the fair value of the prefunded warrant liability on the issuance date was greater than the proceeds of the Prefunded Private Placement and the warrants were issued to existing common stockholders, the difference was recorded to accumulated deficit as a $ 203,000 deemed dividend. There were finance costs of $ 157,000 associated with the issuance of the Prefunded Warrants. There was a gain on measurement of $ 46,000 on the prefunded warrant liability in the first quarter of fiscal 2022 and $ 46,000 in the second quarter of fiscal 2022.These amounts are recorded in “Other income (expense), net” in the unaudited condensed consolidated Statements of Operations. Pursuant to the terms of the Purchase Agreement, and as a condition to closing the private placement, the Company and each Investor simultaneously entered into a registration rights agreement (“Registration Rights Agreement”) requiring the Company to file a registration statement with the SEC within 45 days of the closing of the private placement to register for resale the shares of the Company’s common stock underlying the Prefunded Warrants. The Registration Rights Agreement contains customary terms and conditions, certain liquidated damages provisions for failing to comply with the timing obligations for the filing and effectiveness of the registration statement, and certain customary indemnification obligations. On April 27, 2021, in connection with the private placement, the Company issued warrants to purchase 23,076 shares of the Company’s common stock to the placement agent for such offering (“Placement Agent Warrants”). The Placement Agent Warrants have an exercise price per share equal to $ 3.575 , subject to adjustment in certain circumstances, and will expire on April 27, 2026. The Placement Agent Warrants do not have the same put option provision as the original Prefunded Warrants and, therefore, are classified as equity. On June 6, 2021, the Company entered into a Securities Purchase Agreement with a private investor for the sale of a total of 46,154 common shares at the price of $ 3.25 per share, for aggregate gross proceeds of $ 150,000 . The sale was completed, and the shares of common stock were issued on June 6, 2021. Net proceeds to the Company after fees and expenses of the transaction were approximately $ 145,000 (See Note 16 - Preferred Stock and Warrants). On July 28, 2021, the Company and the holder amended the terms of the Prefunded Warrants to restrict the holder’s option to require cash payment at the Black-Scholes-Merton value of the remaining unexercised portion of the holder’s Prefunded Warrants to only Fundamental Transactions that are within the Company’s control. Because of this modification of the put-option provision, the Prefunded Warrants are no longer required to be classified as a liability under either ASC 480, "Distinguishing Liabilities from Equity", or ASC 815, "Derivatives and Hedging", guidance and do not include any embedded features that require bifurcation. Therefore, the Prefunded Warrants liability were remeasured on the modification date of July 28, 2021 and reclassified to equity as of that date. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Jun. 25, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 11. Net Loss Per Share Basic loss per share is calculated by dividing net loss by the weighted average common shares outstanding during the period. Diluted earnings per share (“EPS”) reflects the net incremental shares that would be issued if unvested restricted shares became vested and dilutive outstanding stock options and warrants were exercised, using the treasury stock method. In addition, certain options are considered anti-dilutive because assumed proceeds from exercise price, related tax benefits and average future compensation was greater than the weighted average number of options outstanding multiplied by the average market price during the period. Shares excluded from the diluted EPS calculation for the three month periods ended June 25, 2022 and June 26, 2021 are as follows (In thousands): Anti-dilutive securities June 25, 2022 June 26, 2021 Common shares issuable upon exercise of stock options 335 378 Restricted stock awards 30 15 Common shares issuable upon conversion of convertible preferred stock 157 157 Common shares issuable upon exercise of warrants 530 530 (In thousands except per share data) Three Months Ended June 25, 2022 June 26, 2021 Net loss attributable to common shareholders $ ( 1,248 ) $ ( 860 ) Weighted-average basic and diluted common shares outstanding 2,777 2,725 Net loss per common share attributable to common shareholder – basic and diluted $ ( 0.45 ) $ ( 0.32 ) There were no dilutive securities in the three months ended June 25, 2022 and June 26, 2021 because the stock options, restricted stock awards, convertible preferred stocks and warrants were all anti-dilutive. |
Stock-based Compensation and Em
Stock-based Compensation and Employee Benefit Plans | 3 Months Ended |
Jun. 25, 2022 | |
Notes To Financial Statements [Abstract] | |
Stock-based Compensation and Employee Benefit Plans | Note 12. Stock-based Compensation and Employee Benefit Plans The Company maintains a 2018 Equity Incentive Plan which provides for the issuance of up to 416,667 shares of common stock upon the exercise of options, stock awards and grants. With the adoption of the 2018 Equity Incentive Plan, no further awards will be issued under the Company’s 2005 Equity Incentive Plan, though all awards under the 2005 Equity Incentive Plan that are outstanding continue to be governed by the terms, conditions and procedures set forth in the plan and any applicable award agreement. During the first quarter of fiscal year 2023, the Company did no t grant any stock options. The vested portion of all option grants may be exercised only while the grantee is employed by the Company (or while providing services under a service arrangement in the case of non-employees) or within a certain period after termination of employment or service arrangement in the case of non-employees. Options granted to employees shall not have terms in excess of 10 years from the grant date. Holders of options may be granted stock appreciation rights (“SARs”), which entitle them to surrender outstanding awards for a cash distribution under certain changes in ownership of the Company, as defined in the stock option plan. As of June 25, 2022, and March 26, 2022, no SARs have been granted under any option plan. As of June 25, 2022, there were 91,114 shares of common stock available for issuance of additional awards under the 2018 Equity Incentive Plan. The Company records compensation cost associated with stock-based compensation equivalent to the estimated fair value of the awards over the requisite service period. Stock Options In calculating compensation related to stock option grants, the fair value of each stock option was estimated on the date of grant using the Black-Scholes-Merton model and the following weighted average assumptions: Description Three Months Ended June 25, 2022 June 26, 2021 Dividend yield — — Expected volatility — % 107.00 % Risk-free interest rate — % 0.82 % Expected term (years) — 5.50 The computation of expected volatility used in the Black-Scholes-Merton model is based on the historical volatility of the Company’s share price. The expected term is estimated based on a review of historical employee exercise behavior with respect to option grants. The risk-free interest rate is based on the U.S. Treasury rates with maturity similar to the expected term of the option on the date of grant. No options were granted during for three month period ended June 25, 2022. A summary of the changes in stock options outstanding for the three months period ended June 25, 2022 is as follows: Description Shares Weighted Weighted Average Aggregate Outstanding at March 26, 2022 353,037 $ 4.75 7.26 $ — Forfeited / Expired ( 17,836 ) 5.22 — — Outstanding at June 25, 2022 335,201 $ 4.73 7.01 $ — Exercisable at June 25, 2022 285,028 $ 4.85 6.79 $ — Expected to vest in the future 50,173 $ 4.03 8.23 $ — As of June 25, 2022, there was $ 341,000 of total unrecognized compensation cost related to non-vested options. The cost is expected to be recognized over a weighted average period of 2.19 years and will be adjusted as forfeitures occur. There were no options exercised in the three-month periods ended June 25, 2022 and June 26, 2021. Share based compensation cost related to stock options recognized in operating results for the three months ended June 25, 2022 and June 26, 2021 totaled $ 31,000 and $ 129,000 , respectively. Restricted Stock The Company granted 10,000 Restricted Stock Awards (“RSAs”) during the first quarter of fiscal 2023 and 0 RSAs during the first quarter of fiscal 2022. RSAs are considered fixed awards as the number of shares and fair value at the grant date is amortized over the requisite service period and will be adjusted as forfeitures occur. As of June 25, 2022, there was $ 41,000 of total unrecognized compensation cost related to non-vested RSAs. That cost is expected to be recognized over a weighted average period of 1.08 years and will be adjusted for subsequent changes in estimated forfeitures. Compensation cost recognized for RSAs for the three months ended June 25, 2022 and June 26, 2021 totaled $ 21,000 and $ 26,000 , respectively. A summary of the changes in non-vested RSAs outstanding for the three month period ended June 25, 2022 is as follows: Restricted Stock Awards Shares Weighted Average Non-vested at March 26, 2022 20,020 $ 3.65 Granted 10,000 1.75 Non-vested at June 25, 2022 30,020 $ 3.02 |
Significant Customer and Indust
Significant Customer and Industry Segment Information | 3 Months Ended |
Jun. 25, 2022 | |
Segment Reporting [Abstract] | |
Significant Customer and Industry Segment Information | Note 13. Significant Customer and Industry Segment Information The Company has two reportable segments: Microsource and the Giga-tronics Division. Microsource’s primary business is the design of custom Microwave Integrated Components (“MIC”) as well as the production of MIC components using chip and wire assembly methods. Microsource offers a line of tunable, synthesized Band Reject Filters for solving interference problems in Radar/Electronic Warfare (“RADAR/EW”) applications. Self-protection systems onboard high-performance military aircraft often require RADAR filters to block electromagnetic interference generated by other onboard electronic systems, primarily from the aircraft’s main RADAR system. These high-speed, tunable notch filters can quickly block interference from both continuous wave and wide bandwidth emissions. Using proprietary driver and phase lock technology, these filters offer tuning speeds that are up to ten times faster than traditional filter designs. We design these filters specifically for each application. Microsource’s two largest customers are prime contractors for which it develops and manufactures RADAR filters used in fighter jet aircraft. The Giga-tronics Division designs, manufactures and markets a family of functional test products for the RADAR/EW segment of the defense electronics market. Our RADAR/EW test products are used to evaluate and improve the performance of RADAR/EW systems. The table below presents information for the two reportable segments (In thousands): Three Month Period Ended June 25, 2022 Three Month Period Ended June 26, 2021 Description Giga-tronics Microsource Total Giga-tronics Microsource Total Revenue $ 1,167 $ 763 $ 1,930 $ 51 $ 1,999 $ 2,050 Interest expense and other, net $ ( 33 ) $ — $ ( 33 ) $ ( 3 ) $ — $ ( 3 ) Depreciation and amortization $ 39 $ — $ 39 $ 52 $ — $ 52 Net loss $ ( 387 ) $ ( 859 ) $ ( 1,246 ) $ ( 824 ) $ 10 $ ( 814 ) Assets (at period end) $ 6,277 $ 1,955 $ 8,232 $ 5,640 $ 2,571 $ 8,211 During the first quarter of fiscal 2023, one customer accounted for 41 % of the Company’s consolidated revenues and was included in the Giga-tronics Division segment. A second customer accounted for 37 % of the Company’s consolidated revenues and was included in the Microsource segment. A third customer accounted for 15 % of the Company’s consolidated revenues and was included in the Giga-tronics Division segment. During the first quarter of fiscal 2022, one customer accounted for 85 % of the Company’s consolidated revenues and was included in the Microsource segment. A second customer accounted for 14 % of the Company’s consolidated revenues and was included in the Microsource segment. |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 25, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes The Company accounts for income taxes using the asset and liability method as codified in ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The Company recorded no income tax expense for the three months ended June 25, 2022 and June 26, 2021. The effective tax rate for the three months ended June 25, 2022 and June 26, 2021 was 0 % each year, primarily due to a valuation allowance recorded against the net deferred tax asset balance. As of June 25, 2022, the Company had recorded $ 52,000 for unrecognized tax benefits related to uncertain tax positions. The unrecognized tax benefit is netted against the non-current deferred tax asset on the unaudited condensed consolidated Balance Sheet. The Company does expect the liability for unrecognized tax benefits to change materially during the next 12 months. |
Warranty Obligations
Warranty Obligations | 3 Months Ended |
Jun. 25, 2022 | |
Product Warranties Disclosures [Abstract] | |
Warranty Obligations | Note 15. Warranty Obligations The Company records a liability for estimated warranty obligations in cost of revenue at the date products are sold. Adjustments are made as new information becomes available. The Company provides no other guarantees. The following provides a reconciliation of changes in the Company’s warranty obligation for the respective periods (In thousands): Three Months Ended June 25, 2022 June 26, 2021 Balance at beginning of period $ 39 $ 51 Provision, net 8 17 Warranty costs incurred — ( 21 ) Balance at end of period $ 47 $ 47 |
Preferred Stock and Warrants
Preferred Stock and Warrants | 3 Months Ended |
Jun. 25, 2022 | |
Equity [Abstract] | |
Preferred Stock and Warrants | Note 16. Preferred Stock and Warrants Series E Senior Convertible Voting Perpetual Preferred Stock On March 26, 2018, the Company issued and sold 42,800 shares of a newly designated series of 6.0 % Series E Senior Convertible Voting Perpetual Preferred Stock (“Series E Shares”) to approximately 15 investors in a private placement for gross proceeds of approximately $ 1.1 million. Net proceeds to the Company after fees and expenses were approximately $ 1.0 million. During the 2019 fiscal year, the Company issued and sold an additional 56,200 Series E Shares resulting in additional gross proceeds of $ 1,405,000 or approximately $ 1.2 million after fees and expenses of approximately $ 212,000 . Holders of Series E Shares are entitled to receive, when, as and if declared by the Company’s Board of Directors, cumulative preferential dividends, payable semiannually in cash at a rate per annum equal to 6.0 % of the initial purchase price of $ 25.00 per share or in-kind (at the Company’s election) through the issuance of shares of the Company’s common stock, based on the 10 day volume weighted average price of the common stock. The deemed dividend is reflected on the face of the income statement as a decrease in net income (or increase in net loss) to arrive at net income or loss attributable to common shareholders. On November 7, 2019 the Company issued an aggregate of 896,636 shares of common stock in exchange for 88,600 shares of Series E Preferred Stock and the unpaid dividends accrued thereon. The shares of common stock issued in the exchange were issued in reliance on the exemption from registration set forth in Section 3(a)(9) of the Securities Act of 1933 (the “Securities Act”), though other exemptions may be available. During the three months ended June 25, 2022, no exchange of Series E Preferred Stock was done by the Company. The table below presents Preferred Stock information as of June 25, 2022 and March 26, 2022 (In thousands): Preferred Stock Designated Shares Issued and Outstanding Liquidation Preference Series B 10,000 9,245 $ 2,136 Series C 3,500 3,425 500 Series D 6,000 5,112 731 Series E 100,000 5,700 214 Total 119,500 23,482 $ 3,581 |
COVID-19 (Coronavirus)
COVID-19 (Coronavirus) | 3 Months Ended |
Jun. 25, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
COVID-19 (Coronavirus) | Note 17. COVID-19 (Coronavirus) On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (“COVID-19”) and in March 2020 classified the outbreak as a pandemic. In March 2020, the President of the United States and the Governor of California declared a state of emergency, based on the rapid increase in COVID-19 cases including in California. In response to the COVID-19 pandemic, the Company has implemented a number of measures intended to ensure the safety of personnel and the continuity of operations. Following a mandated shut down in March 2020, the Company was designated as an essential business and has largely returned to normal operations though it continues to implement and follow the protective measures described above. The COVID-19 pandemic has caused significant disruptions to the global, national and local economies. The overall economic and other impacts of the COVID-19 pandemic in the areas in which the Company and its customers and suppliers operates is not known and cannot be predicted at this time. While the disruption is currently expected to be temporary, there is uncertainty about the duration and the total economic impact. If this situation is prolonged, the pandemic could cause additional delays and could have a short- or long-term adverse impact, possibly material, on the Company’s future financial condition, liquidity, and results of operations. To mitigate these risks, the Company has purchased long-lead inventory ahead of order receipt according to a forecast of anticipated business for its EW business. Microsource generally buys inventory upon receipt of each contract but has experienced delays in delivery of specialty components and certain chips needed for its RADAR filter production. Microsource management is working to secure supply of these materials to minimize gaps in delivery to its customers. |
Share Exchange Agreement with B
Share Exchange Agreement with BitNile and Gresham | 3 Months Ended |
Jun. 25, 2022 | |
Share Exchange Agreement [Abstract] | |
Share Exchange Agreement with BitNile and Gresham | Note 18. Share Exchange Agreement with BitNile and Gresham On December 27, 2021, Giga-tronics entered into the Share Exchange Agreement with BitNile and Gresham. The Share Exchange Agreement provides that the Company will acquire all of the outstanding shares of capital stock of Gresham in exchange for issuing to BitNile 2,920,085 shares of the Company’s common stock and 514.8 shares of a new series of preferred stock that are convertible into an aggregate of 3,960,043 shares of the Company’s common stock, subject to potential adjustments, and the assumption of Gresham’s outstanding equity awards representing, on an as-assumed basis, 249,875 shares of the Company’s common stock (“Exchange Transaction”). Completion of the Exchange Transaction is subject to the approval of the Company’s shareholders and other customary closing conditions. Immediately following the completion of the Exchange Transaction, Gresham will be a wholly-owned subsidiary of the Company. Outstanding shares of the Company’s common stock, warrants and options will remain outstanding and unaffected upon completion of the Exchange Transaction. The Company’s common stock will continue to be registered under the Exchange Act immediately following the Exchange Transaction. The Share Exchange Agreement further provides that BitNile will loan the Company $ 4.25 million upon the closing of the Exchange Transaction and the Company will use these funds, in part, to repurchase or redeem all of the currently outstanding shares of the Company's Series B, Series C, Series D and Series E preferred stock (“Outstanding Preferred”). The Share Exchange Agreement further provides that following the Exchange Transaction, the Company will pursue an underwritten public offering of $ 25 million of its common stock. BitNile has agreed to purchase up to $ 10 million of common stock in the offering, which amount would include the conversion of the $ 4.25 million to be loaned to the Company upon the closing of the Exchange Transaction. The Share Exchange Agreement contains certain termination rights for each of the parties, including the right of the Company or BitNile to terminate the Share Exchange Agreement if the Exchange Transaction is not consummated by August 31, 2022. On April 5, 2022, the Company (1) amended the Share Exchange Agreement, (2) borrowed an additional $ 500,000 from DPL, and (3) issued a warrant to Gresham. The Amendment to the Share Exchange Agreement On April 5, 2022, the Company, BitNile and Gresham amended the Share Exchange Agreement by entering into Amendment No. 1 to the Share Exchange Agreement (“Amendment”). The Amendment (1) extends from June 30, 2022 to August 31, 2022 the earliest date on which either the Company or BitNile may terminate the Share Exchange Agreement for any reason if the share exchange contemplated by the Share Exchange Agreement is not completed (assuming the terminating party’s breach of the Share Exchange Agreement is not the principal cause of the failure to complete the share exchange) (“End Date Termination”), (2) restates an existing provision of the Share Exchange Agreement, which provides that if the Company terminates the Share Exchange Agreement, it must repay the loan from an affiliate of BitNile the following business day, to reflect the full principal amount of such loan, which is $ 1,300,000 after giving effect to the additional funding described below, and (3) provides for the Company’s issuance of a warrant to Gresham, which is described in more detail below. The Warrant On April 5, 2022, as contemplated by the Amendment, the Company issued to Gresham a warrant representing the right to purchase 433,333 shares of its common stock (“Warrant Shares”) at the initial exercise price of $ 3.00 per share. The Warrant will become exercisable if the closing of the Exchange Transaction contemplated by the Share Exchange Agreement does not occur, unless the failure to close results (1) solely from BitNile’s or Gresham’s breach of the Share Exchange Agreement or (2) BitNile’s election to terminate the Share Exchange Agreement pursuant to the End Date Termination provision (“Trigger Date”). The Warrant may be exercised in whole or part for a period of three years following the Trigger Date or, if earlier, until December 31, 2025. A Warrant holder may not exercise the Warrant with respect to any Warrant Shares that would cause such holder to beneficially own in excess of 4.99 % of the Company’s outstanding common stock, though a holder may elect to increase this limit to 9.9 % of the Company’s common stock on at least 61 days written notice. The Warrant may be exercised for cash or, if there is no effective registration statement covering the resale of the Warrant Shares, the Warrant may be exercised on a cashless basis beginning six months after the Trigger Date. The number of Warrant Shares issuable upon exercise of the Warrant is subject to adjustment for splits, subdivisions or consolidations of shares and other standard dilutive events, or in the event the Company effects a reorganization, reclassification, merger, consolidation, disposition of assets, or other fundamental transaction. In addition, subject to certain exempt issuances, if at any time while the Warrant is outstanding, the Company sells, issues or grants any shares of Company common stock or other securities entitling the holder to acquire shares of Company common stock at a price per share less than the then exercise price, the exercise price shall be reduced to equal the lesser of either such lesser price or the volume-weighted average price on the next trading date following the first public disclosure of the issuance. The Warrant includes a most favored nation clause providing that if the Company issues or sells any shares of common stock or any securities of the Company which would entitle the holder of such securities to acquire common stock on terms the holder reasonably believes are more favorable than those in the Warrant, at the request of the holder, the Company shall amend the Warrant to include such terms. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 25, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Giga-tronics and its wholly owned subsidiary, Microsource, Inc. (“Microsource”). All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended |
Jun. 25, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, Net | Inventories, net are comprised of the following (In thousands): Category June 25, 2022 March 26, 2022 Raw materials $ 1,777 $ 2,264 Work-in-progress 2,581 2,474 Finished goods 50 95 Demonstration inventory 31 20 Total $ 4,439 $ 4,853 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Jun. 25, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Property, plant and equipment, net, are comprised of the following (In thousands): Category June 25, 2022 March 26, 2022 Leasehold improvements $ 648 $ 648 Machinery and equipment 4,672 4,631 Computer and software 705 705 Furniture and office equipment 107 107 Property, plant and equipment 6,132 6,091 Less: accumulated depreciation and amortization ( 5,780 ) ( 5,750 ) Property, plant and equipment, net $ 352 $ 341 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Jun. 25, 2022 | |
Leases [Abstract] | |
Leases Costs | Lease costs For the three months ended (In thousands): Lease Costs Classification June 25, 2022 June 26, 2021 Operating lease costs Operating expenses $ 144 $ 133 |
Other Information | Other information for the three months ended (In thousands): June 25, 2022 June 26, 2021 Operating cash used for leases $ 173 $ 150 |
Future Lease Payments | Future lease payments as of June 26, 2022, were as follows (In thousands): Fiscal Year Operating leases 2023 (remaining 9 months) $ 385 2024 209 Total future minimum lease payments 594 Less: imputed interest ( 23 ) Present value of lease liabilities $ 571 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Jun. 25, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Anti-dilutive securities June 25, 2022 June 26, 2021 Common shares issuable upon exercise of stock options 335 378 Restricted stock awards 30 15 Common shares issuable upon conversion of convertible preferred stock 157 157 Common shares issuable upon exercise of warrants 530 530 |
Schedule of Earnings Per Share, Basic and Diluted | (In thousands except per share data) Three Months Ended June 25, 2022 June 26, 2021 Net loss attributable to common shareholders $ ( 1,248 ) $ ( 860 ) Weighted-average basic and diluted common shares outstanding 2,777 2,725 Net loss per common share attributable to common shareholder – basic and diluted $ ( 0.45 ) $ ( 0.32 ) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Jun. 25, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement on a Recurring Basis | The Company’s fair value hierarchies for its financial assets and liabilities which require fair value measurement on a recurring basis are as follows: (In thousands) Level 1 Level 2 Level 3 Total Balance at March 26, 2022 Liabilities Warrant liability for warrant issued in connection with loan from DPL $ — $ — $ — $ — Balance at June 25, 2022 Liabilities Warrant liability for warrant issued in connection with loan from DPL $ — $ — $ 24 $ 24 |
Level 3 Input Valuation of Warrants | The fair value of the warrant issued in connection with loan from DPL has been determined using Black-Scholes-Merton model. The Company’s common stock fair value is a significant Level 3 input affecting the valuation of the warrant. (In thousands) Warrant liability Balance at March 26, 2022 $ — Initial fair value of warrants issued in connection with loan from DPL in April 2022 34 Gain on remeasurement of warrant issued in connection with loan from DPL ( 10 ) Balance at June 25, 2022 $ 24 |
Stock-based Compensation and _2
Stock-based Compensation and Employee Benefit Plans (Tables) | 3 Months Ended |
Jun. 25, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Estimated using Black-Scholes-Merton Model | Description Three Months Ended June 25, 2022 June 26, 2021 Dividend yield — — Expected volatility — % 107.00 % Risk-free interest rate — % 0.82 % Expected term (years) — 5.50 |
Changes in Stock Options Outstanding | A summary of the changes in stock options outstanding for the three months period ended June 25, 2022 is as follows: Description Shares Weighted Weighted Average Aggregate Outstanding at March 26, 2022 353,037 $ 4.75 7.26 $ — Forfeited / Expired ( 17,836 ) 5.22 — — Outstanding at June 25, 2022 335,201 $ 4.73 7.01 $ — Exercisable at June 25, 2022 285,028 $ 4.85 6.79 $ — Expected to vest in the future 50,173 $ 4.03 8.23 $ — |
Schedule of Changes in Nonvested Restricted Stock Awards Outstanding | Restricted Stock Awards Shares Weighted Average Non-vested at March 26, 2022 20,020 $ 3.65 Granted 10,000 1.75 Non-vested at June 25, 2022 30,020 $ 3.02 |
Significant Customer and Indu_2
Significant Customer and Industry Segment Information (Tables) | 3 Months Ended |
Jun. 25, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Information for Two Reportable Segments | The table below presents information for the two reportable segments (In thousands): Three Month Period Ended June 25, 2022 Three Month Period Ended June 26, 2021 Description Giga-tronics Microsource Total Giga-tronics Microsource Total Revenue $ 1,167 $ 763 $ 1,930 $ 51 $ 1,999 $ 2,050 Interest expense and other, net $ ( 33 ) $ — $ ( 33 ) $ ( 3 ) $ — $ ( 3 ) Depreciation and amortization $ 39 $ — $ 39 $ 52 $ — $ 52 Net loss $ ( 387 ) $ ( 859 ) $ ( 1,246 ) $ ( 824 ) $ 10 $ ( 814 ) Assets (at period end) $ 6,277 $ 1,955 $ 8,232 $ 5,640 $ 2,571 $ 8,211 |
Warranty Obligations (Tables)
Warranty Obligations (Tables) | 3 Months Ended |
Jun. 25, 2022 | |
Product Warranties Disclosures [Abstract] | |
Reconciliation of Company's Warranty Reserve | The following provides a reconciliation of changes in the Company’s warranty obligation for the respective periods (In thousands): Three Months Ended June 25, 2022 June 26, 2021 Balance at beginning of period $ 39 $ 51 Provision, net 8 17 Warranty costs incurred — ( 21 ) Balance at end of period $ 47 $ 47 |
Preferred Stock and Warrants (T
Preferred Stock and Warrants (Tables) | 3 Months Ended |
Jun. 25, 2022 | |
Equity [Abstract] | |
Preferred Stock Information | The table below presents Preferred Stock information as of June 25, 2022 and March 26, 2022 (In thousands): Preferred Stock Designated Shares Issued and Outstanding Liquidation Preference Series B 10,000 9,245 $ 2,136 Series C 3,500 3,425 500 Series D 6,000 5,112 731 Series E 100,000 5,700 214 Total 119,500 23,482 $ 3,581 |
Going Concern and Management'_2
Going Concern and Management's Plan - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | Mar. 26, 2022 | |
Net loss | $ (1,246) | $ (814) | $ (2,700) |
Accumulated deficit | (35,200) | $ (33,952) | |
DPL [Member] | |||
Proceeds from Loans | $ 1,300 |
Inventories, Net - Schedule of
Inventories, Net - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Mar. 26, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,777 | $ 2,264 |
Work-in-progress | 2,581 | 2,474 |
Finished goods | 50 | 95 |
Demonstration inventory | 31 | 20 |
Total | $ 4,439 | $ 4,853 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Mar. 26, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 6,132 | $ 6,091 |
Less: accumulated depreciation and amortization | (5,780) | (5,750) |
Property, plant and equipment, net | 352 | 341 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 648 | 648 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 4,672 | 4,631 |
Computer and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 705 | 705 |
Furniture and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 107 | $ 107 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expenses | $ 39,000 | $ 52,000 |
Financed Receivables - Addition
Financed Receivables - Additional Information (Details) - Restated Financing Agreement [Member] - USD ($) | Mar. 11, 2019 | Jun. 25, 2022 | Mar. 26, 2022 |
Line of Credit Facility [Line Items] | |||
Advance rate, percent of invoices issued | 85% | ||
Line of credit facility, maximum borrowing capacity | $ 2,500,000 | ||
Debt instrument, interest rate, stated percentage | 4.50% | ||
Debt instrument, basis spread on variable rate | 1% | ||
Debt instrument, fee amount | $ 14,700 | ||
Long-term line of credit, total | $ 1,203,000 | $ 450,000 |
Term Loan - Additional Informat
Term Loan - Additional Information (Details) - USD ($) | 3 Months Ended | |||||
Apr. 05, 2022 | Jan. 07, 2022 | Jun. 25, 2022 | Jun. 26, 2021 | Mar. 26, 2022 | Nov. 12, 2021 | |
Short-Term Debt [Line Items] | ||||||
Proceeds from issuance of long-term debt | $ 2,514,000 | $ 620,000 | ||||
Digital Power Lending [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, face amount | $ 500,000 | |||||
Proceeds from issuance of debt | $ 300,000 | |||||
Proceeds from issuance of long-term debt | $ 500,000 | |||||
Long-term Debt | 1,300,000 | |||||
Debt instrument, interest rate, stated percentage | 10% | |||||
Outstanding loan balance | $ 1,300,000 | $ 800,000 | ||||
Affiliate of BitNile Borrowings [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from issuance of long-term debt | 500,000 | |||||
Long-term Debt | $ 1,300,000 |
Employee Retention Credit und_2
Employee Retention Credit under the CARES Act - Additional Information (Details) - USD ($) | Jan. 31, 2022 | Apr. 12, 2021 |
Employee Retention Credit Under the CARES Act [Abstract] | ||
Employee retention credit amount applied for | $ 321,000 | $ 233,000 |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended | ||||
Apr. 01, 2017 USD ($) | Jun. 25, 2022 USD ($) | Jun. 26, 2022 USD ($) | Mar. 01, 2020 ft² | Feb. 01, 2019 ft² | |
Lessee, Lease, Description [Line Items] | |||||
Lessee, operating lease, liability, payments, due | $ 594,000 | ||||
Dublin, CA [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, operating lease, term of contract (Month) | 77 months | ||||
Lessee, operating lease, liability, payments, due | $ 2,384,913 | ||||
Lessee, operating lease, annual increase per rentable square foot | 0.05 | ||||
Lease abatement subject to conditions | $ 173,079 | ||||
Lease abatement subject to conditions, term (Month) | 5 months | ||||
Operating lease, tenant improvements provided by landlord | $ 358,095 | ||||
Nashua NH [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Area of real estate property (Square Foot) | ft² | 2,400 | 1,200 | |||
Operating lease, monthly payment | $ 2,500 |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Lease, Cost [Abstract] | ||
Operating lease costs | $ 144 | $ 133 |
Leases - Other Information (Det
Leases - Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Leases [Abstract] | ||
Operating cash used for leases | $ 173 | $ 150 |
Leases - Future Lease Payments
Leases - Future Lease Payments (Details) $ in Thousands | Jun. 26, 2022 USD ($) |
Leases [Abstract] | |
2023 (remaining 9 months) | $ 385 |
2024 | 209 |
Total future minimum lease payments | 594 |
Less: imputed interest | (23) |
Present value of lease liabilities | $ 571 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value Measurement on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 25, 2022 | Mar. 26, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability for warrant issued in connection with loan from DPL | $ 24 | $ 0 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability for warrant issued in connection with loan from DPL | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability for warrant issued in connection with loan from DPL | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability for warrant issued in connection with loan from DPL | $ 24 | $ 0 |
Fair Value Measurement - Level
Fair Value Measurement - Level 3 Input Valuation of Warrants (Details) - Fair Value, Inputs, Level 3 [Member] - Warrant Liability [Member] $ in Thousands | 3 Months Ended |
Jun. 25, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at March 26, 2022 | $ 0 |
Initial fair value of warrants issued in connection with loan from DPL in April 2022 | 34 |
Gain on remeasurement of warrant issued in connection with loan from DPL | (10) |
Balance at June 25, 2022 | $ 24 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) | Jun. 25, 2022 | Mar. 26, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Prefunded warrant liability | $ 0 | $ 0 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 0 | 0 |
Fair Value, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 0 | 0 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 0 |
Sale of Common Stock and Pref_2
Sale of Common Stock and Prefunded Warrants - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Jun. 06, 2021 | Apr. 27, 2021 | Jun. 25, 2022 | Sep. 25, 2021 | Jun. 26, 2021 | |
Class of Warrant or Right [Line Items] | |||||
Proceeds from issuance of warrants | $ 0 | $ 1,500,000 | |||
Dividends, common stock | 203,000 | ||||
Warrant issuance cost | 0 | 157,000 | |||
Fair value adjustment of warrants | 0 | (46,000) | |||
Stock issued during period, shares, new issues (in shares) | 46,154 | ||||
Shares issued, price per share (in dollars per share) | $ 3.25 | ||||
Proceeds from issuance of common stock | $ 150,000 | $ 0 | 145,000 | ||
Proceeds from issuance of common stock, net | $ 145,000 | ||||
Prefunded Warrants [Member] | Measurement Input, Exercise Price [Member] | Minimum [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 0.01 | ||||
Private Placement [Member] | Prefunded Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrant or right, number of warrants issued (in shares) | 461,538 | ||||
Proceeds from issuance of warrants | $ 1,500,000 | ||||
Class of warrant or right, price per warrant (in dollars per share) | $ 3.25 | ||||
Proceeds from issuance of warrants, net | $ 1,343,000 | ||||
Class of warrant or right, maximum common stock ownership percentage after the exercise | 9.99% | ||||
Prefunded warrants liability | $ 1,703,000 | ||||
Dividends, common stock | 203,000 | ||||
Warrant issuance cost | $ 157,000 | ||||
Fair value adjustment of warrants | $ 46,000 | $ (46,000) | |||
Private Placement [Member] | Placement Agent Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 3.575 | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 23,076 |
Net Loss Per Share - Shares Exc
Net Loss Per Share - Shares Excluded from the Diluted EPS Calculation (Details) - shares shares in Thousands | 3 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 0 |
Common Shares Issuable Upon Exercise of Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 335 | 378 |
Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 30 | 15 |
Common Shares Issuable Upon Conversion of Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 157 | 157 |
Common Shares Issuable Upon Exercise of Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 530 | 530 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) - shares shares in Thousands | 3 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 0 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Net loss attributable to common shareholders | $ (1,248) | $ (860) |
Weighted-average basic common shares outstanding (in shares) | 2,777,000 | 2,725,000 |
Weighted-average diluted common shares outstanding (in shares) | 2,777,000 | 2,725,000 |
Net loss per common share attributable to common shareholder - basic (in dollars per share) | $ (0.45) | $ (0.32) |
Net loss per common share attributable to common shareholder - diluted (in dollars per share) | $ (0.45) | $ (0.32) |
Stock-based Compensation and _3
Stock-based Compensation and Employee Benefit Plans - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | Mar. 26, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross (in shares) | 0 | ||
Share-based compensation arrangement by share-based payment award, options, exercises in period (in shares) | 0 | 0 | |
Share-based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount, total | $ 341,000 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (Year) | 2 years 2 months 8 days | ||
Share-based payment arrangement, expense | $ 31,000 | $ 129,000 | |
Stock Appreciation Rights (SARs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period (in shares) | 0 | 0 | |
Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period (in shares) | 10,000 | 0 | |
Share-based payment arrangement, nonvested award, cost not yet recognized, amount, total | $ 41,000 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (Year) | 1 year 29 days | ||
Share-based payment arrangement, expense | $ 21,000 | $ 26,000 | |
The 2018 Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 416,667 | ||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | 91,114 | ||
The 2018 Equity Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross (in shares) | 0 | ||
The 2018 Equity Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, expiration period (Year) | 10 years | ||
Equity Incentive Plan 2005 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | 0 |
Stock-based Compensation and _4
Stock-based Compensation and Employee Benefits Plans - Schedule of Stock Option Estimated using Black-Scholes-Merton Model (Details) | 3 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Dividend yield | 0% | 0% |
Expected volatility | 0% | 107% |
Risk-free interest rate | 0% | 0.82% |
Expected term (Year) | 0 years | 5 years 6 months |
Stock-based Compensation and _5
Stock-based Compensation and Employee Benefits Plans - Changes in Stock Options Outstanding (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Jun. 25, 2022 | Mar. 26, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding, Shares (in shares) | 353,037 | |
Forfeited / Expired (in shares) | (17,836) | |
Outstanding, Shares (in shares) | 335,201 | 353,037 |
Exercisable, Shares (in shares) | 285,028 | |
Expected to vest in the future, Shares (in shares) | 50,173 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 4.75 | |
Forfeited / Expired (in dollars per share) | 5.22 | |
Outstanding, weighted average exercise price (in dollars per share) | 4.73 | $ 4.75 |
Exercisable, weighted average exercise price (in dollars per share) | 4.85 | |
Expected to vest in the future, weighted average exercise price (in dollars per share) | $ 4.03 | |
Outstanding, Weighted average remaining contractual terms (Year) | 7 years 3 days | 7 years 3 months 3 days |
Exercisable, Weighted average remaining contractual terms (Year) | 6 years 9 months 14 days | |
Expected to vest in the future, Weighted average remaining contractual terms (Year) | 8 years 2 months 23 days |
Stock-based Compensation and _6
Stock-based Compensation and Employee Benefits Plans - Changes in Nonvested Restricted Stock Awards Outstanding (Details) - Restricted Stock [Member] - $ / shares | 3 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Non-Vested, Shares (in shares) | 20,020 | |
Granted, Shares (in shares) | 10,000 | 0 |
Non-Vested, Shares (in shares) | 30,020 | |
Non-vested, Weighted average fair value (in dollars per share) | $ 3.65 | |
Granted, Weighted average fair value (in dollars per share) | 1.75 | |
Non-vested, Weighted average fair value (in dollars per share) | $ 3.02 |
Significant Customer and Indu_3
Significant Customer and Industry Segment Information -Additional Information (Details) | 3 Months Ended | |
Jun. 25, 2022 Segment Customer | Jun. 26, 2021 Customer | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 2 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Microsource [Member] | One Customer [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of major customers | 1 | |
Concentration risk, percentage | 85% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Microsource [Member] | Customer Two [Member] | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 37% | 14% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Gigatronics Division [Member] | One Customer [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of major customers | 1 | |
Concentration risk, percentage | 41% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Gigatronics Division [Member] | Customer Three [Member] | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 15% |
Significant Customer and Indu_4
Significant Customer and Industry Segment Information - Schedule of Information for Two Reportable Segments (Details) - USD ($) | 3 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Mar. 26, 2022 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 1,930,000 | $ 2,050,000 | |
Interest expense and other, net | (33,000) | (3,000) | |
Depreciation and amortization | 39,000 | 52,000 | |
Net loss | (1,246,000) | (814,000) | |
Assets (at period end) | 8,232,000 | 8,211,000 | $ 8,055,000 |
Gigatronics Division [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,167,000 | 51,000 | |
Interest expense and other, net | (33,000) | (3,000) | |
Depreciation and amortization | 39,000 | 52,000 | |
Net loss | (387,000) | (824,000) | |
Assets (at period end) | 6,277,000 | 5,640,000 | |
Microsource [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 763,000 | 1,999,000 | |
Interest expense and other, net | |||
Depreciation and amortization | |||
Net loss | (859,000) | 10,000 | |
Assets (at period end) | $ 1,955,000 | $ 2,571,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ 0 | $ 0 |
Effective income tax rate reconciliation, percent | 0% | 0% |
Unrecognized tax benefits | $ 52,000 |
Warranty Obligations - Reconcil
Warranty Obligations - Reconciliation of Company's Warranty Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Product Warranties Disclosures [Abstract] | ||
Balance at beginning of period | $ 39 | $ 51 |
Provision | 8 | 17 |
Warranty costs incurred | 0 | (21) |
Balance at end of period | $ 47 | $ 47 |
Preferred Stock and Warrants -
Preferred Stock and Warrants - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Jun. 06, 2021 | Nov. 07, 2019 | Mar. 26, 2018 | Mar. 30, 2019 | |
Class of Stock [Line Items] | ||||
Stock issued during period, shares, new issues (in shares) | 46,154 | |||
Shares issued, price per share (in dollars per share) | $ 3.25 | |||
Conversion of Series E Preferred Stock into Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion of stock, shares issued (in shares) | 896,636 | |||
Conversion of series E preferred stock to common stock (in shares) | 88,600 | |||
Series E Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period, shares, new issues (in shares) | 42,800 | 56,200 | ||
Proceeds from issuance of preferred stock and preference stock | $ 1,100,000 | $ 1,405,000 | ||
Preferred stock, dividend rate, percentage | 6% | |||
Proceeds from issuance of preferred stock and preference stock, net of issuance costs | $ 1,000,000 | 1,200,000 | ||
Payments of stock issuance costs | $ 212,000 | |||
Shares issued, price per share (in dollars per share) | $ 25 |
Preferred Stock and Warrants _2
Preferred Stock and Warrants - Preferred Stock Information (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Mar. 26, 2022 |
Class of Stock [Line Items] | ||
Designated shares (in shares) | 1,000,000 | 1,000,000 |
Series B Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Designated shares (in shares) | 10,000 | 10,000 |
Shares issued (in shares) | 9,245 | 9,245 |
Preferred Stock, Liquidation Preference, Value | $ 2,136 | $ 2,136 |
Series C Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Designated shares (in shares) | 3,500 | 3,500 |
Shares issued (in shares) | 3,425 | 3,425 |
Preferred Stock, Liquidation Preference, Value | $ 500 | $ 500 |
Series D Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Designated shares (in shares) | 6,000 | 6,000 |
Shares issued (in shares) | 5,112 | 5,112 |
Preferred Stock, Liquidation Preference, Value | $ 731 | $ 731 |
Series E Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Designated shares (in shares) | 100,000 | 100,000 |
Shares issued (in shares) | 5,700 | 5,700 |
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 5,700 | 5,700 |
Preferred Stock, Liquidation Preference, Value | $ 214 | $ 214 |
Series B, C, D, and E Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Designated shares (in shares) | 119,500 | 119,500 |
Shares issued (in shares) | 23,482 | 23,482 |
Preferred Stock, Liquidation Preference, Value | $ 3,581 | $ 3,581 |
Share Exchange Agreement with_2
Share Exchange Agreement with BitNile and Gresham - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Apr. 05, 2022 | Dec. 27, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | ||||
Additional amount borrowed | $ 2,514,000 | $ 620,000 | ||
Percentage of ownership of outstanding common stock, maximum | 4.99% | |||
Percentage of ownership of outstanding common stock, maximum, limit increase | 9.90% | |||
Gresham Worldwide Inc [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Number of shares issued upon conversion | 3,960,043 | |||
Share exchange agreement, number of shares of common stock | 249,875 | |||
Share exchange agreement, loaned amount | $ 4,250,000 | |||
Common Stock [Member] | Gresham Worldwide Inc [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Number of shares exchanged | 2,920,085 | |||
Preferred Stock [Member] | Gresham Worldwide Inc [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Number of shares exchanged | 514.8 | |||
Warrant Shares [Member] | Gresham Worldwide Inc [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Warrant issued to purchase common stock | 433,333 | |||
Exercise price per share | $ 3 | |||
Underwritten Public Offering [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Offering amount | $ 25,000,000 | |||
Underwritten Public Offering [Member] | BitNile [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Number of shares of common stock agreed to purchase | $ 10,000,000 | |||
Affiliate of BitNile Borrowings [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Additional amount borrowed | $ 500,000 | |||
Full principal amount of loan | $ 1,300,000 |