Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Dec. 28, 2013 | Feb. 06, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'GIGA TRONICS INC | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--03-29 | ' |
Entity Common Stock, Shares Outstanding | ' | 5,181,247 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0000719274 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 28-Dec-13 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Dec. 28, 2013 | Mar. 30, 2013 |
Current assets: | ' | ' |
Cash and cash-equivalents | $956,000 | $1,882,000 |
Trade accounts receivable, net of allowance of $60 and $35, respectively | 1,707,000 | 1,666,000 |
Inventories, net | 3,272,000 | 4,560,000 |
Prepaid expenses and other current assets | 294,000 | 501,000 |
Total current assets | 6,229,000 | 8,609,000 |
Property and equipment, net | 933,000 | 751,000 |
Total assets | 7,162,000 | 9,360,000 |
Liabilities and shareholders' equity | ' | ' |
Line of credit | 953,000 | 577,000 |
Accounts payable | 1,237,000 | 788,000 |
Accrued payroll and benefits | 677,000 | 1,047,000 |
Deferred revenue | 1,324,000 | 2,278,000 |
Deferred rent | 98,000 | 81,000 |
Capital lease obligations | 88,000 | 66,000 |
Other current liabilities | 383,000 | 505,000 |
Total current liabilities | 4,760,000 | 5,342,000 |
Long term obligation - line of credit | ' | 280,000 |
Long term obligations - deferred rent | 265,000 | 341,000 |
Long term obligations - capital lease | 93,000 | 89,000 |
Total liabilities | 5,118,000 | 6,052,000 |
Commitments and contingencies | ' | ' |
Common stock of no par value; Authorized - 40,000,000 shares; 5,181,247 shares at December 28, 2013 and 5,079,747 at March 30, 2013 issued and outstanding | 16,125,000 | 15,132,000 |
Accumulated deficit | -16,992,000 | -14,278,000 |
Total shareholders' equity | 2,044,000 | 3,308,000 |
Total liabilities and shareholders' equity | 7,162,000 | 9,360,000 |
Series B Preferred Stock [Member] | ' | ' |
Liabilities and shareholders' equity | ' | ' |
Preferred Stock, Value Issued | 1,997,000 | 1,997,000 |
Series C Preferred Stock [Member] | ' | ' |
Liabilities and shareholders' equity | ' | ' |
Preferred Stock, Value Issued | 457,000 | 457,000 |
Series D Preferred Stock [Member] | ' | ' |
Liabilities and shareholders' equity | ' | ' |
Preferred Stock, Value Issued | $457,000 | $0 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) | Dec. 28, 2013 | Mar. 30, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Trade accounts receivable, allowance (in Dollars) | $60 | $35 |
Common Stock, Par Value (in Dollars per share) | $0 | $0 |
Authorized shares (in Shares) | 40,000,000 | 40,000,000 |
Shares Issued (in Shares) | 5,181,247 | 5,079,747 |
Shares Outstanding (in Shares) | 5,181,247 | 5,079,747 |
Series A Preferred Stock [Member] | ' | ' |
Preferred Stock, Shares Authorized (in Shares) | 250,000 | 250,000 |
Prеfеrrеd Stock, Sharеs Issuеd (in Shares) | 0 | 0 |
Preferred Stock, Shares Outstanding (in Shares) | 0 | 0 |
Series B Preferred Stock [Member] | ' | ' |
Preferred Stock, Shares Authorized (in Shares) | 10,000 | 10,000 |
Prеfеrrеd Stock, Sharеs Issuеd (in Shares) | 9,997 | 9,997 |
Preferred Stock, Shares Outstanding (in Shares) | 9,997 | 9,997 |
Preferred Stock, Liquidation Preference (in Dollars) | 2,309 | 2,309 |
Series C Preferred Stock [Member] | ' | ' |
Preferred Stock, Shares Authorized (in Shares) | 3,500 | 3,500 |
Prеfеrrеd Stock, Sharеs Issuеd (in Shares) | 3,425 | 3,425 |
Preferred Stock, Shares Outstanding (in Shares) | 3,425 | 3,425 |
Preferred Stock, Liquidation Preference (in Dollars) | 500 | 500 |
Series D Preferred Stock [Member] | ' | ' |
Preferred Stock, Shares Authorized (in Shares) | 6,000 | 6,000 |
Prеfеrrеd Stock, Sharеs Issuеd (in Shares) | 5,112 | 0 |
Preferred Stock, Shares Outstanding (in Shares) | 5,112 | 0 |
Preferred Stock, Liquidation Preference (in Dollars) | $731 | $0 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Share data in Thousands, except Per Share data, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 |
Net sales | $3,417,000 | $3,946,000 | $10,404,000 | $11,409,000 |
Cost of sales | 2,130,000 | 2,342,000 | 6,672,000 | 6,892,000 |
Gross margin | 1,287,000 | 1,604,000 | 3,732,000 | 4,517,000 |
Operating expenses: | ' | ' | ' | ' |
Engineering | 979,000 | 1,179,000 | 3,040,000 | 3,159,000 |
Selling, general and administrative | 1,066,000 | 1,187,000 | 3,674,000 | 3,703,000 |
Restructuring | 36,000 | 99,000 | 360,000 | 283,000 |
Total operating expenses | 2,081,000 | 2,465,000 | 7,074,000 | 7,145,000 |
Operating loss | -794,000 | -861,000 | -3,342,000 | -2,628,000 |
Gain on sale of product line | 97,000 | ' | 913,000 | ' |
Other income | ' | ' | 7,000 | ' |
Interest expense, net | -21,000 | -4,000 | -52,000 | -6,000 |
Loss before income taxes | -718,000 | -865,000 | -2,474,000 | -2,634,000 |
Provision for income taxes | 0 | 0 | 2,000 | 2,000 |
Net loss | ($718,000) | ($865,000) | ($2,476,000) | ($2,636,000) |
Loss per common share – basic (in Dollars per share) | ($0.14) | ($0.17) | ($0.49) | ($0.52) |
Loss per common share – diluted (in Dollars per share) | ($0.14) | ($0.17) | ($0.49) | ($0.52) |
Weighted average common shares used in per share calculation: | ' | ' | ' | ' |
Basic (in Shares) | 5,060 | 5,029 | 5,057 | 5,029 |
Diluted (in Shares) | 5,060 | 5,029 | 5,057 | 5,029 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 |
Cash flows from operating activities: | ' | ' |
Net loss | ($2,476) | ($2,636) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 166 | 157 |
Share based compensation | 395 | 231 |
Change in deferred rent | -59 | -51 |
Change in other assets | ' | 16 |
Changes in operating assets and liabilities | 457 | 1,442 |
Net cash used in operating activities | -1,517 | -841 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -262 | -43 |
Net cash used in investing activities | -262 | -43 |
Cash flows from financing activities: | ' | ' |
Payments on capital leases | -60 | ' |
Proceeds from line of credit | 136 | 975 |
Proceeds from issuance of preferred stocks, net of issuance costs totaling $41 | 817 | ' |
Repayments of line of credit | -40 | -35 |
Net cash provided by financing activities | 853 | 940 |
(Decrease) increase in cash and cash-equivalents | -926 | 56 |
Beginning cash and cash-equivalents | 1,882 | 2,365 |
Ending cash and cash-equivalents | 956 | 2,421 |
Supplementary disclosure of noncash financing activities: | ' | ' |
Equipment acquired under capital lease | 86 | 170 |
Supplementary disclosure of other cash flow information: | ' | ' |
Cash paid for income taxes | 2 | 2 |
Cash paid for interest | $52 | $6 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Dec. 28, 2013 |
Preferred stock issuance costs (in Dollars) | $41 |
Note_1_Basis_of_Presentation
Note 1 - Basis of Presentation | 9 Months Ended |
Dec. 28, 2013 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
(1) Basis of Presentation | |
The condensed consolidated financial statements included herein have been prepared by Giga-tronics Incorporated (the “Company”), pursuant to the rules and regulations of the Securities and Exchange Commission. 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. For further information, refer to the consolidated 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 30, 2013. | |
The Company has incurred net losses of $2.5 million in the first nine months of fiscal 2014, which has contributed to an accumulated deficit of $17.0 million at December 28, 2013 and has resulted in the Company using cash in its operations of approximately $1.5 million in the first nine months of fiscal 2014. These matters along with recurring losses in prior years, raise substantial doubt as to the ability of the Company to continue as a going concern. | |
To address this matter, the Company’s management has taken several actions to provide additional working capital during the current fiscal year, and reduce the costs and expenses going forward. These actions are described in the following discussion. | |
On March 18, 2013, the Company entered into an Asset Purchase Agreement with Teradyne Inc. (“Teradyne”), whereby Teradyne agreed to purchase the Giga-tronics Division product line known as SCPM for $1.0 million, resulting in a net gain of $913,000, of which $816,000 was recorded in the first quarter of fiscal 2014 and $97,000 was recorded in the third quarter of fiscal 2014. In April 2013 the Company received $800,000 in proceeds at the closing of the transaction upon delivery of electronic data associated with the purchase. Of the remaining $200,000, $50,000 (associated with certain training) was received from Teradyne during July 2013, with the balance received on December 6, 2013 upon the completion of all other deliverables and the removal of a holdback provision. (see Note 4, Gain on Sale of Product Line). | |
To enable the Company to continue borrowing (subject to certain limitations) during the remainder of fiscal year 2014 and fiscal 2015, the Company, on June 11, 2013, negotiated an extension of the maturity date on its line of credit with Silicon Valley Bank (“SVB”) from October 12, 2012 to April 15, 2015, and increased the maximum advances associated with the Company’s accounts receivable from $2.0 million to $3.0 million. As of December 28, 2013, the maximum borrowing capacity under the line of credit was $1,074,000 of which $121,000 was available. However SVB may terminate or suspend advances under the line of credit if SVB determines there has been a material adverse change in the Company’s general affairs, financial forecasts or general ability to repay (see Note 10, Line of Credit). | |
To provide additional working capital for operations, on July 8, 2013 the Company received $817,000 in net cash proceeds from Alara Capital AVI II, LLC, a Delaware limited liability company (the “Investor”). Under a Securities Purchase Agreement (“SPA”), the Company sold to the Investor 5,111.86 shares of a new Series D Convertible Voting Perpetual Preferred Stock and warrants to purchase up to 511,186 additional shares of common stock at the price of $1.43 per share. (see Note 12, Series D Convertible Voting Perpetual Preferred Stock and Warrants). | |
To assist with the upfront purchases of inventory required for future product deliveries, the Company has entered into advance payment arrangements with a large customer, whereby the customer reimburses the Company for raw material purchases prior to the shipment of the finished products. In fiscal 2013 these advance payments totaled approximately $2.3 million. In fiscal 2014 the Company has entered into advance payment arrangements totaling $1.3 million, and will seek similar terms with future agreements with this customer, and other customers. | |
On May 31, 2013 the Company completed the consolidation of its Santa Rosa, California facility into its headquarters in San Ramon, California. The Company expects to save approximately $500,000 annually in facility costs, and the Company expects other operational efficiencies associated with having the majority of the company’s operations at one location. | |
Management also plans to further improve asset management by continuing to reduce product inventories that are on hand at December 28, 2013. In addition, Management will continue to review all aspects of the business 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. Management will also continue to seek additional working capital through debt or equity financing, but there can be no assurances that such financings will be available and on terms acceptable to the Company. | |
The Company is currently in negotiations with a large aerospace company for a multiyear design and production bid associated with its Microsource radar filters for military aircraft. The Company has already received a smaller order associated with the work to date on this project, but anticipates receiving the larger multiyear contract within the next few months. The larger multiyear contract is expected to have a favorable impact to the Company’s cash flow from operations, and it is forecasted to begin in the first quarter of fiscal 2015. | |
The Company continues to invest heavily in the development of, and manufacturing preparations for a new product platform, which is currently projected to begin shipping in the first quarter of fiscal 2015. During fiscal 2014, the Company has experienced delays in the development of this product. If the completion of the product development is delayed further beyond the first quarter of fiscal 2015, the Company would need to further reduce expenses in order to offset the loss of forecasted revenue. | |
The current year losses and the impacts of recurring losses in prior years have had a significant negative impact on the financial condition of the Company and raise substantial doubt about the Company’s 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 its operations at least for the next twelve months, though no assurances can be made in this regard based on the current state of negotiations with the large aerospace company discussed above, continued development, manufacturing and marketing efforts of the Company’s new product platform and the material adverse change clause in the Company’s line of credit agreement discussed above. The Condensed Consolidated Financial Statements have been prepared assuming 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. | |
Fiscal Year The Company’s financial reporting year consists of either a 52 week or 53 week period ending on the last Saturday of the month of March. Fiscal year 2014, ending on March 29, 2014 is a 52 week year, and fiscal year 2013, which ended on March 30, 2013 was a 52 week year. Quarterly periods within each such fiscal year are in most cases 13 weeks as opposed to three calendar months. All references to three month period, nine month period and years in the consolidated financial statements relate to fiscal periods or years rather than three month calendar quarters, nine calendar months or calendar years. | |
Certain prior period amounts have been reclassified to conform to the current period’s presentation. None of these reclassifications had an effect on the prior periods’ net loss or shareholders’ equity. | |
Adoption of New Accounting Standards In July, 2013, the FASB issued Accounting Standards Update 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” U.S. GAAP does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This standard applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Company's historic presentation is consistent with this new standard. Thus, the effect of adopting this standard had no impact on the Company and the Company effectively adopted this standard as of March 31, 2013. |
Note_2_Revenue_Recognition
Note 2 - Revenue Recognition | 9 Months Ended | ||
Dec. 28, 2013 | |||
Revenue Recognition [Abstract] | ' | ||
Revenue Recognition [Text Block] | ' | ||
(2) Revenue Recognition | |||
Revenues are recognized when there is evidence of an arrangement, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. This generally occurs when products are shipped and the risk of loss has passed. Revenue related to products shipped subject to customers’ evaluation is recognized upon final acceptance. Revenue recognized under the milestone method is recognized once milestones are met. Determining whether a milestone is substantive is a matter of judgment and that assessment is performed only at the inception of the arrangement. The consideration earned from the achievement of a milestone must meet all of the following for the milestone to be considered substantive: | |||
a. | It is commensurate with either of the following: | ||
● | The Company’s performance to achieve the milestone. | ||
● | The enhancement of the value of the delivered item or items as a result of a specific outcome resulting from the Company's performance to achieve the milestone. | ||
b. | It relates solely to past performance. | ||
c. | It is reasonable relative to all of the deliverables and payment terms (including other potential milestone consideration) within the arrangement. | ||
Milestones for revenue recognition are agreed upon with the customer prior to the start of the contract and some milestones will be tied to product shipping while others will be tied to design review and acceptance. | |||
The Company provides for estimated costs that may be incurred for product warranties at the time of shipment. The Company’s warranty policy generally provides twelve to eighteen months depending on the customer. The estimated cost of warranty coverage is based on the Company’s actual historical experience with its current products or similar products. For new products, the required reserve is based on historical experience of similar products until such time as sufficient historical data has been collected on the new product. Adjustments are made as new information becomes available. |
Note_3_Inventories
Note 3 - Inventories | 9 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory Disclosure [Text Block] | ' | ||||||||
(3) Inventories | |||||||||
Inventories consisted of the following: | |||||||||
(In thousands) | 28-Dec-13 | 30-Mar-13 | |||||||
Raw materials | $ | 1,452 | $ | 2,157 | |||||
Work-in-progress | 1,409 | 2,049 | |||||||
Finished goods | 261 | 50 | |||||||
Demonstration inventory | 150 | 304 | |||||||
Total | $ | 3,272 | $ | 4,560 | |||||
Note_4_Gain_on_Sale_of_Product
Note 4 - Gain on Sale of Product Line | 9 Months Ended |
Dec. 28, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | ' |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' |
(4) Gain on Sale of Product Line | |
On March 18, 2013, the Company entered into an Asset Purchase Agreement with Teradyne, whereby Teradyne agreed to purchase the Giga-tronics Division product line known as SCPM for $1.0 million, resulting in a net gain of 913,000, of which $816,000 which was recorded in the first quarter of fiscal 2014 and $97,000 was recorded in the third quarter of fiscal 2014. In April 2013 the Company received $800,000 in proceeds at the closing of the transaction upon delivery of electronic data associated with the purchase. The Company also earned an additional $50,000 (which was received during July 2013) associated with training of Teradyne employees, which was offset by $34,000 of associated costs. The balance of the consideration ($150,000) was subject to a hold back arrangement until December 31, 2013 to cover certain contingent liabilities, if any, and delivery of certain inventory. During the second quarter of fiscal 2014, the Company delivered to Teradyne all of the associated inventory, totaling $53,000. On December 6, 2013, the Company received the remaining $150,000 along with confirmation from Teradyne that the holdback provisions were removed. As a result, the Company recognized a $97,000 gain (net of the $53,000 in inventory previously delivered to Teradyne) during the quarter ended December 28, 2013. | |
Net sales for the SCPM product line during the three and nine month periods ended December 28, 2013 were zero and $265,000, respectively. Net sales for the SCPM product line were $606,000 and $1.4 million for the three and nine month periods ended December 29, 2012, respectively. |
Note_5_Loss_Per_Share
Note 5 - Loss Per Share | 9 Months Ended | ||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Share [Text Block] | ' | ||||||||||||||||
(5) Loss Per Share | |||||||||||||||||
Basic earnings or loss per common share (EPS) is calculated by dividing net income or loss by the weighted average common shares outstanding during the period. Diluted EPS reflects the net incremental shares that would be issued if unvested restricted shares became vested and 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. The shares used in per share computations are as follows: | |||||||||||||||||
Three Month Periods Ended | Nine Month Periods Ended | ||||||||||||||||
(In thousands except per share data) | December 28, | December 29, | December 28, | December 29, | |||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net loss | $ | (718 | ) | $ | (865 | ) | $ | (2,476 | ) | $ | (2,636 | ) | |||||
Weighted average: | |||||||||||||||||
Common shares outstanding | 5,060 | 5,029 | 5,057 | 5,029 | |||||||||||||
Potential common shares | - | - | - | - | |||||||||||||
Common shares assuming dilution | 5,060 | 5,029 | 5,057 | 5,029 | |||||||||||||
Net loss per common share – basic | $ | (0.14 | ) | $ | (0.17 | ) | $ | (0.49 | ) | $ | (0.52 | ) | |||||
Net loss per common share - diluted | $ | (0.14 | ) | $ | (0.17 | ) | $ | (0.49 | ) | $ | (0.52 | ) | |||||
Stock options not included in computation that could potentially dilute EPS in the future | 1,751 | 1,467 | 1,751 | 1,467 | |||||||||||||
Restricted stock awards not included in computation that could potentially dilute EPS in the future | 122 | 50 | 122 | 50 | |||||||||||||
Convertible preferred stock not included in computation that could potentially dilute EPS in the future | 1,853 | 1,000 | 1,853 | 1,000 | |||||||||||||
Warrants not included in computation that could potentially dilute EPS in the future | 1,017 | 849 | 1,017 | 849 | |||||||||||||
The number of restricted stock awards, stock options and warrants not included in the computation of diluted loss per share (EPS) for the three and nine month periods ended December 28, 2013 and December 29, 2012 is a result of the Company’s net loss and, therefore, the restricted stock awards, stock options and warrants are anti-dilutive. In addition, of the restricted stock awards, 50,000 shares are considered contingently issuable shares for which the performance conditions necessary for the awards to vest had not been met as of December 28, 2013 and December 29, 2012. The number of convertible preferred shares not included in the computation of diluted EPS for the three and nine month periods ended December 28, 2013 and December 29, 2012 reflects convertible preferred stock where the assumed proceeds from conversion were greater than the average market price of the common shares and are, therefore, anti-dilutive. |
Note_6_Sharebased_Compensation
Note 6 - Share-based Compensation | 9 Months Ended | ||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||||||||||
(6) Share Based Compensation | |||||||||||||||||
The Company established the 2000 Stock Option Plan and the 2005 Equity Incentive Plan, which provide for the granting of options and restricted stock for up to 1,750,000 shares of common stock at 100% of fair market value at the date of grant, with each grant requiring approval by the Board of Directors of the Company. There are no further options available for granting under the 2000 Stock Option Plan. Options granted generally vest in one or more installments in a four or five year period and must be exercised while the grantee is employed by the Company or within a certain period after termination of employment. 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 December 28, 2013, no SAR’s have been granted under the option plan. As of December 28, 2013, the total number of shares of common stock available for issuance under the 2005 Equity Incentive Plan was 200,427. All outstanding options have either a five year or a ten year life. The Company records compensation cost associated with share-based compensation equivalent to the estimated fair value of the awards over the requisite service period. | |||||||||||||||||
Stock Options | |||||||||||||||||
There were options for 35,000 shares granted in the third quarter of fiscal 2014 and options for 430,750 shares granted in the first nine months of fiscal 2014 with weighted average grant date fair values of $1.05 and $1.09, respectively. There were no options granted in the third quarter of fiscal 2013. There were options for 411,000 shares granted in the first nine months of fiscal 2013 with a weighted average grant date fair value of $0.88. | |||||||||||||||||
Included in the total options outstanding at December 28, 2013 are performance-based options for 100,000 shares granted as an inducement to a new employee, which were granted outside of the 2005 Plan. A portion of the options shall vest following the filing of the Company’s Form 10-K for fiscal 2015 provided certain bookings goals are achieved by the Company. No compensation cost was recognized for these stock options during the three or nine month periods ended December 28, 2013 because management believes it is not more than likely than not that the performance criteria will be met. | |||||||||||||||||
In calculating compensation related to stock option grants, the fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option-pricing model and the following weighted average assumptions: | |||||||||||||||||
Three Month Periods Ended | Nine Month Periods Ended | ||||||||||||||||
December 28, | December 29, | December 28, | December 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Dividend yield | - | - | - | - | |||||||||||||
Expected volatility | 88.38 | % | - | 86.33 | % | 87.73 | % | ||||||||||
Risk-free interest rate | 1.37 | % | - | 1.02 | % | 0.53 | % | ||||||||||
Expected term (years) | 8.36 | - | 7.91 | 6.19 | |||||||||||||
The computation of expected volatility used in the Black-Scholes-Merton option-pricing 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. | |||||||||||||||||
A summary of the changes in stock options outstanding for the nine month period ended December 28, 2013 and the year ended March 30, 2013 is as follows: | |||||||||||||||||
Shares | Weighted | Weighted Average | Aggregate | ||||||||||||||
Average | Remaining Contractual | Intrinsic | |||||||||||||||
Exercise Price | Terms (Years) | Value | |||||||||||||||
Outstanding at March 31, 2012 | 1,221,312 | $ | 1.74 | 6.7 | $ | 3,000 | |||||||||||
Granted | 521,000 | 1.31 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited / Expired | 186,062 | 1.58 | |||||||||||||||
Outstanding at March 30, 2013 | 1,556,250 | $ | 1.62 | 6.8 | $ | 252,000 | |||||||||||
Granted | 430,750 | 1.32 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited / Expired | 236,250 | 1.72 | |||||||||||||||
Outstanding at December 28, 2013 | 1,750,750 | $ | 1.53 | 7 | $ | 2,000 | |||||||||||
Exercisable at December 28, 2013 | 503,325 | $ | 1.83 | 4.5 | $ | - | |||||||||||
At December 28, 2013, expected to vest in the future | 814,733 | $ | 1.43 | 8.7 | $ | 1,000 | |||||||||||
As of December 28, 2013, there was $801,000 of total unrecognized compensation cost related to non-vested options and restricted stock granted under the 2005 Plan and outside of the 2005 Plan. That cost is expected to be recognized over a weighted average period of 2.0 years. There were 74,050 options that vested during the quarter ended December 28, 2013. There were 84,050 options that vested during the quarter ended December 29, 2012. The total fair value of options vested during the quarters ended December 28, 2013 and December 29, 2012 was $100,000 and $114,000, respectively. There were 241,025 options that vested during the nine month period ended December 28, 2013. There were 165,925 options that vested during the nine month period ended December 29, 2012. The total fair value of options vested during the nine month periods ended December 28, 2013 and December 29, 2012 was $303,000 and $225,000, respectively. No cash was received from the exercise of stock options for the three or nine month periods ended December 28, 2013 and December 29, 2012, respectively, and related excess tax benefits or deficiencies were not significant. Share based compensation cost for stock options recognized in operating results for the three month periods ended December 28, 2013 and December 29, 2012 totaled $36,000 and $93,000, respectively. Share based compensation cost for stock options recognized in operating results for the nine month periods ended December 28, 2013 and December 29, 2012 totaled $316,000 and $216,000, respectively. | |||||||||||||||||
Restricted Stock | |||||||||||||||||
The Company granted 71,500 shares of restricted stock during the first nine months of fiscal 2014 to certain members of the Board of Directors in lieu of cash compensation for services to be performed in fiscal 2014. The weighted average grant date fair value was $1.53. The Company also granted 30,000 shares of unrestricted stock during the first nine months of fiscal 2014 as part of a severance agreement with a former employee. The 30,000 shares did not have a restriction period because they vested immediately on the grant date, but are included in the roll forward schedule of restricted stock below because they were granted under the 2005 Plan. No restricted stock awards were granted in the first nine months of fiscal 2013. The restricted stock awards are considered fixed awards as the number of shares and fair value at the grant date is amortized over the requisite service period net of estimated forfeitures. Compensation cost recognized for the restricted and unrestricted stock awards for the three and nine month periods ending December 28, 2013 totaled $31,000 and $79,000, respectively. Compensation cost recognized for restricted stock awards for the three and nine month periods ended December 29, 2012 totaled $7,000 and $15,000, respectively. | |||||||||||||||||
A summary of the changes in non-vested restricted stock awards outstanding for the nine month period ended December 28, 2013 and for the fiscal year ended March 30, 2013 is as follows: | |||||||||||||||||
Shares | Weighted | ||||||||||||||||
Average Grant | |||||||||||||||||
Date Fair Value | |||||||||||||||||
Non-vested at March 31, 2012 | 60,000 | $ | 2.4 | ||||||||||||||
Granted | 50,000 | 1.18 | |||||||||||||||
Forfeited or cancelled | 60,000 | 2.4 | |||||||||||||||
Non-vested at March 30, 2013 | 50,000 | $ | 1.18 | ||||||||||||||
Granted | 101,500 | 1.53 | |||||||||||||||
Vested | 30,000 | 1.53 | |||||||||||||||
Forfeited or cancelled | - | - | |||||||||||||||
Non-vested at December 28, 2013 | 121,500 | $ | 1.39 | ||||||||||||||
Note_7_Industry_Segment_Inform
Note 7 - Industry Segment Information | 9 Months Ended | ||||||||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||
Segment Reporting Disclosure [Text Block] | ' | ||||||||||||||||||||||||
(7) Industry Segment Information | |||||||||||||||||||||||||
The Company has two reportable segments: Giga-tronics Division and Microsource. | |||||||||||||||||||||||||
Giga-tronics 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 and designs, manufactures, and markets a line of switching devices that link together many specific purpose instruments that comprise automatic test systems. These products are used primarily in the design, production, repair and maintenance of commercial telecommunications, radar, and electronic warfare equipment. Microsource develops and manufactures a broad line of YIG (Yttrium, Iron, Garnet) tuned oscillators, filters and microwave synthesizers, which are used by its customers in operational applications and in manufacturing a wide variety of microwave instruments and devices. | |||||||||||||||||||||||||
The tables below present information at and for the three and nine month periods ended December 28, 2013 and December 29, 2012. | |||||||||||||||||||||||||
(In thousands) | At Dec. 28, 2013 | Three Month Periods Ended | At Dec. 29, 2012 | Three Month Periods Ended | |||||||||||||||||||||
28-Dec-13 | 29-Dec-12 | ||||||||||||||||||||||||
Total Assets | Net Sales | Net Income | Total Assets | Net Sales | Net Income | ||||||||||||||||||||
(Loss) | (Loss) | ||||||||||||||||||||||||
Giga-tronics Division | $ | 5,341 | $ | 1,539 | $ | (1,209 | ) | $ | 6,216 | $ | 2,250 | $ | (944 | ) | |||||||||||
Microsource | 1,821 | 1,878 | 491 | 3,093 | 1,696 | 79 | |||||||||||||||||||
Total | $ | 7,162 | $ | 3,417 | $ | (718 | ) | $ | 9,309 | $ | 3,946 | $ | (865 | ) | |||||||||||
(In thousands) | At Dec. 28, 2013 | Nine Month Periods Ended | At Dec. 29, 2012 | Nine Month Periods Ended | |||||||||||||||||||||
28-Dec-13 | 29-Dec-12 | ||||||||||||||||||||||||
Total Assets | Net Sales | Net Income | Assets | Net Sales | Net Income | ||||||||||||||||||||
(Loss) | (Loss) | ||||||||||||||||||||||||
Giga-tronics Division | $ | 5,341 | $ | 5,336 | $ | (2,961 | ) | $ | 6,216 | $ | 7,321 | $ | (2,448 | ) | |||||||||||
Microsource | 1,821 | 5,068 | 485 | 3,093 | 4,088 | (188 | ) | ||||||||||||||||||
Total | $ | 7,162 | $ | 10,404 | $ | (2,476 | ) | $ | 9,309 | $ | 11,409 | $ | (2,636 | ) | |||||||||||
Note_8_Income_Taxes
Note 8 - Income Taxes | 9 Months Ended |
Dec. 28, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
(8) Income Taxes | |
The Company accounts for income taxes using the asset and liability method as codified in Topic 740. 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 carryforwards. | |
The Company’s tax expense for the three and nine month periods ended December 28, 2013 was zero and $2,000, respectively. The Company’s tax expense for the three and nine month periods ended December 29, 2012 was zero and $2,000, respectively. The effective tax rate for the three and nine month periods ended December 28, 2013 and December 29, 2012 was 0%, which differed from the Federal statutory rate of 34% due to a valuation allowance recorded against the net deferred tax asset balance. | |
For the nine month period ended December 28, 2013, the Company did not record any unrecognized tax benefits related to uncertain tax positions. The unrecognized tax benefit is netted against the non-current deferred tax asset on the Condensed Consolidated Balance Sheet. The Company has not recorded a liability for any penalties or interest related to the unrecognized tax benefits. The Company does have a California Franchise Tax Board audit that is currently in process. The Company is working with the California Franchise Tax Board to resolve all audit issues and does not believe any material taxes, penalties and fees are due. |
Note_9_Restructuring
Note 9 - Restructuring | 9 Months Ended | ||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||
Restructuring and Related Activities Disclosure [Text Block] | ' | ||||||||||||||||
(9) Restructuring | |||||||||||||||||
The Company took steps to reduce current and future expenses by reducing staff in the first quarter of fiscal 2014, and by combining the operations in Santa Rosa into the San Ramon facility. This physical move was completed on May 31, 2013. Certain employee retention agreements extended through December 2013. Substantially all of the restructuring costs are for the Microsource reportable segment. As of December 28, 2013 the Company had accrued $809,000 related to these restructuring costs, the amount recognized for the three months period ended December 28, 2013 was $36,000, which consisted of $20,000 of retention agreements for employees, $11,000 for the restoration of the Santa Rosa facility, and $5,000 for the preparation of San Ramon facility. | |||||||||||||||||
Below is a summary of the total restructuring costs, including amounts recognized during the two previous fiscal years and amounts recognized for the nine months ended December 28, 2013. The company does not anticipate any additional restructuring costs. | |||||||||||||||||
Type of cost incurred | Total | Recognized | Recognized | Recognized | |||||||||||||
(In thousands) | estimated | during the | during the | during the Nine Month | |||||||||||||
restructuring | fiscal year ended | fiscal year ended | period ended | ||||||||||||||
cost | 31-Mar-12 | 30-Mar-13 | 28-Dec-13 | ||||||||||||||
Retention agreements for employees | $ | 571 | $ | 31 | $ | 367 | $ | 173 | |||||||||
Preparation of San Ramon facility | 59 | - | 40 | 19 | |||||||||||||
Training of San Ramon employees | 4 | - | 4 | - | |||||||||||||
Moving expenses | 24 | - | 7 | 17 | |||||||||||||
Restoration of Santa Rosa facility | 151 | - | - | 151 | |||||||||||||
Total | $ | 809 | $ | 31 | $ | 418 | $ | 360 | |||||||||
Note_10_Line_of_Credit
Note 10 - Line of Credit | 9 Months Ended |
Dec. 28, 2013 | |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
(10) Line of Credit | |
On June 11, 2013 the Company entered into an amendment to the Second Amended Credit Facility (the “New Amended Credit Facility”) with Silicon Valley Bank (the “Bank”). The New Amended Credit Facility amended the Second Amended Credit Facility by expanding the definition of eligible accounts, increasing the maximum limit, and extending the maturity date. The New Amended Credit Facility, which expires on April 15, 2015, is secured by all assets of the Company and provides for a borrowing capacity equal to 80% of eligible accounts receivable (70% of eligible foreign accounts receivable) on an aggregate basis, up to a maximum $3.0 million, provided the Company maintains borrowing base eligibility, that is, a minimum of $750,000 of cash in excess of its line of credit liability. | |
The Second Amended Credit Facility and New Amended Credit Facilitycontain a collateral handling fee of one-tenth of one percent (0.10%) on outstanding financed receivables for each calendar month based upon a 360 day year. When the Company is borrowing base eligible, the collateral handling fee is not applicable. Interest accrues on the average outstanding borrowings at a floating per annum rate equal to the greater of the Prime Rate plus two percent (2.00%) or six percent (6.00%). Any borrowings under the New Amended Credit Facility can be repaid and such repaid amounts re-borrowed until the maturity date. However the Company is required to instruct its customers to remit payments to a lockbox at the Bank and when the Company is not borrowing base eligible, such payments are applied by the Bank to the line of credit to the extent monies were advanced to the Company based on such specific accounts receivable. As of December 28, 2013, the Company was not borrowing base eligible, so all of the Company’s outstanding borrowings under the New Amended Credit Facility were $953,000, was classified as current. As of March 30, 2013, the Company was borrowing base eligible, and outstanding borrowings under the Second Amended Credit Facility were $857,000, of which $280,000 was classified as long-term because of management’s ability to refinance the line of credit with the amended facility discussed above, and $577,000 is classified as a current liability because it had been repaid prior to the refinance occurring. | |
As of December 28, 2013, the maximum borrowing capacity under the Line of Credit was $1,074,000, of which $121,000 was available. However the Bank may terminate or suspend advances under the line of credit if the Bank determines there has been a material adverse change in the Company’s general affairs, financial forecasts or general ability to repay. |
Note_11_Fair_Value_of_Financia
Note 11 - Fair Value of Financial Instruments | 9 Months Ended |
Dec. 28, 2013 | |
Fair Value Disclosures [Abstract] | ' |
Fair Value Disclosures [Text Block] | ' |
(11) Fair Value of Financial Instruments | |
The Company’s financial instruments consist principally of cash and cash equivalents and a line of credit. The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants to sell the asset or transfer the liability. The Company uses fair value measurements based on quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access as of the measurement date (Level 1), significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data (Level 2), or significant unobservable inputs reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability (Level 3), depending on the nature of the item being valued. | |
The carrying amounts of the Company’s cash and cash equivalents and line of credit approximate their fair values at each balance sheet date due to the relatively short-term maturity of these financial instruments and/or their variable interest rates. |
Note_12_Series_D_Convertible_V
Note 12 - Series D Convertible Voting Perpetual Preferred Stock and Warrants | 9 Months Ended |
Dec. 28, 2013 | |
Disclosure Text Block Supplement [Abstract] | ' |
Preferred Stock [Text Block] | ' |
(12) Series D Convertible Voting Perpetual Preferred Stock and Warrants | |
On July 8, 2013 the Company received $817,000 in net cash proceeds from Alara Capital AVI II, LLC, a Delaware limited liability company (the “Investor”). Under a Securities Purchase Agreement (“SPA”), the Company sold to the Investor 5,111.86 shares of a new Series D Convertible Voting Perpetual Preferred Stock (Series D Preferred Stock) and a warrant to purchase up to 511,186 additional shares of common stock at the price of $1.43 per share (the “New Warrant”). | |
Each share of Series D Preferred Stock is initially convertible at the option of the holder into 100 shares of the Company’s common stock. The conversion ratio is subject to adjustments for stock splits, stock dividends, recapitalizations and similar transactions. Each share of Series D Preferred Stock has a liquidation preference of $143. If the Company pays a dividend on its common stock prior to January 1, 2014 or on or after January 1, 2014, it would be required to pay a dividend on the Series D Preferred Stock equal to 110% or 100%, respectively, of the cash dividend that would be payable on the number of shares of common stock into which each share of Series D Preferred Stock is then convertible. To date, no dividends have been paid on the Series D Preferred Stock or any other preferred stock. The Series D Preferred Stock generally votes together with the common stock, the Company’s Series B Convertible Voting Perpetual Preferred Stock and the Company’s Series C Convertible Voting Perpetual Preferred Stock on an as-converted to common stock basis, on each matter submitted to the vote or approval of the holders of common stock, and would vote as a separate class with respect to certain actions that adversely affect the rights of the Series D Preferred Stock and on other matters as required by law. | |
The Company also issued to the Investor the New Warrant to purchase up to 511,186 additional shares of common stock of the Company. The exercise price of the New Warrant is $1.43 per share, subject to anti-dilution adjustments for stock splits, stock dividends, reclassifications and similar events. The New Warrant will expire January 7, 2016. | |
Under the terms of the SPA, the Company and the Investor agreed to terminate the Investor’s right to acquire 506,219 common shares at $3.30 per share from a previously issued warrant (the “Existing Warrant”) and issue a warrant to purchase 506,219 common shares at $1.43 per share (the “Amended Warrant”). The Amended Warrant was issued in July 2013 and will expire on August 7, 2015, if and to the extent not exercised earlier. | |
The Company recorded the issuance of the Series D Preferred Stock using an allocation of the proceeds based on the relative fair values of each of the components included in the consideration given to the Investor. These components included the Preferred Stock which was ascribed an estimated fair value of $269,000, the conversion feature which was ascribed an estimated fair value of $558,000, the New Warrant which was ascribed an estimated fair value of $349,000 and the Amended Warrant, which was ascribed an estimated fair value of $248,000 representing the incremental fair value of the Amended Warrant over the Existing warrant that was terminated. | |
The allocation of the $858,000 in gross proceeds from issuance of Series D Preferred Stock based on the relative fair values noted above resulted in an allocation of $498,000 (which was recorded net of $41,000 of issuance costs) to Series D Preferred Stock and $360,000 to Common Stock. In addition, because the effective conversion rate based on the $498,000 allocated to Series D Preferred Stock was $0.97 per common share which was less than the Company’s stock price on the date of issuance, a beneficial conversion feature was present at the issuance date. The beneficial conversion feature totaled $238,000 and was recorded as a reduction of common stock and an increase to accumulated deficit. | |
As of December 28, 2013 the Investor’s beneficial ownership is approximately 36.2% of the Company’s common stock, assuming that New Warrant and Amended Warrant are exercised. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended | |
Dec. 28, 2013 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' | ' |
Basis of Accounting, Policy [Policy Text Block] | ' | ' |
The condensed consolidated financial statements included herein have been prepared by Giga-tronics Incorporated (the “Company”), pursuant to the rules and regulations of the Securities and Exchange Commission. 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. For further information, refer to the consolidated 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 30, 2013. | ||
The Company has incurred net losses of $2.5 million in the first nine months of fiscal 2014, which has contributed to an accumulated deficit of $17.0 million at December 28, 2013 and has resulted in the Company using cash in its operations of approximately $1.5 million in the first nine months of fiscal 2014. These matters along with recurring losses in prior years, raise substantial doubt as to the ability of the Company to continue as a going concern. | ||
To address this matter, the Company’s management has taken several actions to provide additional working capital during the current fiscal year, and reduce the costs and expenses going forward. These actions are described in the following discussion. | ||
On March 18, 2013, the Company entered into an Asset Purchase Agreement with Teradyne Inc. (“Teradyne”), whereby Teradyne agreed to purchase the Giga-tronics Division product line known as SCPM for $1.0 million, resulting in a net gain of $913,000, of which $816,000 was recorded in the first quarter of fiscal 2014 and $97,000 was recorded in the third quarter of fiscal 2014. In April 2013 the Company received $800,000 in proceeds at the closing of the transaction upon delivery of electronic data associated with the purchase. Of the remaining $200,000, $50,000 (associated with certain training) was received from Teradyne during July 2013, with the balance received on December 6, 2013 upon the completion of all other deliverables and the removal of a holdback provision. (see Note 4, Gain on Sale of Product Line). | ||
To enable the Company to continue borrowing (subject to certain limitations) during the remainder of fiscal year 2014 and fiscal 2015, the Company, on June 11, 2013, negotiated an extension of the maturity date on its line of credit with Silicon Valley Bank (“SVB”) from October 12, 2012 to April 15, 2015, and increased the maximum advances associated with the Company’s accounts receivable from $2.0 million to $3.0 million. As of December 28, 2013, the maximum borrowing capacity under the line of credit was $1,074,000 of which $121,000 was available. However SVB may terminate or suspend advances under the line of credit if SVB determines there has been a material adverse change in the Company’s general affairs, financial forecasts or general ability to repay (see Note 10, Line of Credit). | ||
To provide additional working capital for operations, on July 8, 2013 the Company received $817,000 in net cash proceeds from Alara Capital AVI II, LLC, a Delaware limited liability company (the “Investor”). Under a Securities Purchase Agreement (“SPA”), the Company sold to the Investor 5,111.86 shares of a new Series D Convertible Voting Perpetual Preferred Stock and warrants to purchase up to 511,186 additional shares of common stock at the price of $1.43 per share. (see Note 12, Series D Convertible Voting Perpetual Preferred Stock and Warrants). | ||
To assist with the upfront purchases of inventory required for future product deliveries, the Company has entered into advance payment arrangements with a large customer, whereby the customer reimburses the Company for raw material purchases prior to the shipment of the finished products. In fiscal 2013 these advance payments totaled approximately $2.3 million. In fiscal 2014 the Company has entered into advance payment arrangements totaling $1.3 million, and will seek similar terms with future agreements with this customer, and other customers. | ||
On May 31, 2013 the Company completed the consolidation of its Santa Rosa, California facility into its headquarters in San Ramon, California. The Company expects to save approximately $500,000 annually in facility costs, and the Company expects other operational efficiencies associated with having the majority of the company’s operations at one location. | ||
Management also plans to further improve asset management by continuing to reduce product inventories that are on hand at December 28, 2013. In addition, Management will continue to review all aspects of the business 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. Management will also continue to seek additional working capital through debt or equity financing, but there can be no assurances that such financings will be available and on terms acceptable to the Company. | ||
The Company is currently in negotiations with a large aerospace company for a multiyear design and production bid associated with its Microsource radar filters for military aircraft. The Company has already received a smaller order associated with the work to date on this project, but anticipates receiving the larger multiyear contract within the next few months. The larger multiyear contract is expected to have a favorable impact to the Company’s cash flow from operations, and it is forecasted to begin in the first quarter of fiscal 2015. | ||
The Company continues to invest heavily in the development of, and manufacturing preparations for a new product platform, which is currently projected to begin shipping in the first quarter of fiscal 2015. During fiscal 2014, the Company has experienced delays in the development of this product. If the completion of the product development is delayed further beyond the first quarter of fiscal 2015, the Company would need to further reduce expenses in order to offset the loss of forecasted revenue. | ||
The current year losses and the impacts of recurring losses in prior years have had a significant negative impact on the financial condition of the Company and raise substantial doubt about the Company’s 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 its operations at least for the next twelve months, though no assurances can be made in this regard based on the current state of negotiations with the large aerospace company discussed above, continued development, manufacturing and marketing efforts of the Company’s new product platform and the material adverse change clause in the Company’s line of credit agreement discussed above. The Condensed Consolidated Financial Statements have been prepared assuming 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. | ||
Fiscal Year The Company’s financial reporting year consists of either a 52 week or 53 week period ending on the last Saturday of the month of March. Fiscal year 2014, ending on March 29, 2014 is a 52 week year, and fiscal year 2013, which ended on March 30, 2013 was a 52 week year. Quarterly periods within each such fiscal year are in most cases 13 weeks as opposed to three calendar months. All references to three month period, nine month period and years in the consolidated financial statements relate to fiscal periods or years rather than three month calendar quarters, nine calendar months or calendar years. | ||
Certain prior period amounts have been reclassified to conform to the current period’s presentation. None of these reclassifications had an effect on the prior periods’ net loss or shareholders’ equity. | ||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ' |
Adoption of New Accounting Standards In July, 2013, the FASB issued Accounting Standards Update 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” U.S. GAAP does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This standard applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Company's historic presentation is consistent with this new standard. Thus, the effect of adopting this standard had no impact on the Company and the Company effectively adopted this standard as of March 31, 2013. |
Note_3_Inventories_Tables
Note 3 - Inventories (Tables) | 9 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory, Current [Table Text Block] | ' | ||||||||
(In thousands) | 28-Dec-13 | 30-Mar-13 | |||||||
Raw materials | $ | 1,452 | $ | 2,157 | |||||
Work-in-progress | 1,409 | 2,049 | |||||||
Finished goods | 261 | 50 | |||||||
Demonstration inventory | 150 | 304 | |||||||
Total | $ | 3,272 | $ | 4,560 |
Note_5_Loss_Per_Share_Tables
Note 5 - Loss Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
Three Month Periods Ended | Nine Month Periods Ended | ||||||||||||||||
(In thousands except per share data) | December 28, | December 29, | December 28, | December 29, | |||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net loss | $ | (718 | ) | $ | (865 | ) | $ | (2,476 | ) | $ | (2,636 | ) | |||||
Weighted average: | |||||||||||||||||
Common shares outstanding | 5,060 | 5,029 | 5,057 | 5,029 | |||||||||||||
Potential common shares | - | - | - | - | |||||||||||||
Common shares assuming dilution | 5,060 | 5,029 | 5,057 | 5,029 | |||||||||||||
Net loss per common share – basic | $ | (0.14 | ) | $ | (0.17 | ) | $ | (0.49 | ) | $ | (0.52 | ) | |||||
Net loss per common share - diluted | $ | (0.14 | ) | $ | (0.17 | ) | $ | (0.49 | ) | $ | (0.52 | ) | |||||
Stock options not included in computation that could potentially dilute EPS in the future | 1,751 | 1,467 | 1,751 | 1,467 | |||||||||||||
Restricted stock awards not included in computation that could potentially dilute EPS in the future | 122 | 50 | 122 | 50 | |||||||||||||
Convertible preferred stock not included in computation that could potentially dilute EPS in the future | 1,853 | 1,000 | 1,853 | 1,000 | |||||||||||||
Warrants not included in computation that could potentially dilute EPS in the future | 1,017 | 849 | 1,017 | 849 |
Note_6_Sharebased_Compensation1
Note 6 - Share-based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||||
Three Month Periods Ended | Nine Month Periods Ended | ||||||||||||||||
December 28, | December 29, | December 28, | December 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Dividend yield | - | - | - | - | |||||||||||||
Expected volatility | 88.38 | % | - | 86.33 | % | 87.73 | % | ||||||||||
Risk-free interest rate | 1.37 | % | - | 1.02 | % | 0.53 | % | ||||||||||
Expected term (years) | 8.36 | - | 7.91 | 6.19 | |||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||
Shares | Weighted | Weighted Average | Aggregate | ||||||||||||||
Average | Remaining Contractual | Intrinsic | |||||||||||||||
Exercise Price | Terms (Years) | Value | |||||||||||||||
Outstanding at March 31, 2012 | 1,221,312 | $ | 1.74 | 6.7 | $ | 3,000 | |||||||||||
Granted | 521,000 | 1.31 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited / Expired | 186,062 | 1.58 | |||||||||||||||
Outstanding at March 30, 2013 | 1,556,250 | $ | 1.62 | 6.8 | $ | 252,000 | |||||||||||
Granted | 430,750 | 1.32 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited / Expired | 236,250 | 1.72 | |||||||||||||||
Outstanding at December 28, 2013 | 1,750,750 | $ | 1.53 | 7 | $ | 2,000 | |||||||||||
Exercisable at December 28, 2013 | 503,325 | $ | 1.83 | 4.5 | $ | - | |||||||||||
At December 28, 2013, expected to vest in the future | 814,733 | $ | 1.43 | 8.7 | $ | 1,000 | |||||||||||
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | ' | ||||||||||||||||
Shares | Weighted | ||||||||||||||||
Average Grant | |||||||||||||||||
Date Fair Value | |||||||||||||||||
Non-vested at March 31, 2012 | 60,000 | $ | 2.4 | ||||||||||||||
Granted | 50,000 | 1.18 | |||||||||||||||
Forfeited or cancelled | 60,000 | 2.4 | |||||||||||||||
Non-vested at March 30, 2013 | 50,000 | $ | 1.18 | ||||||||||||||
Granted | 101,500 | 1.53 | |||||||||||||||
Vested | 30,000 | 1.53 | |||||||||||||||
Forfeited or cancelled | - | - | |||||||||||||||
Non-vested at December 28, 2013 | 121,500 | $ | 1.39 |
Note_7_Industry_Segment_Inform1
Note 7 - Industry Segment Information (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | ||||||||||||||||||||||||
(In thousands) | At Dec. 28, 2013 | Three Month Periods Ended | At Dec. 29, 2012 | Three Month Periods Ended | |||||||||||||||||||||
28-Dec-13 | 29-Dec-12 | ||||||||||||||||||||||||
Total Assets | Net Sales | Net Income | Total Assets | Net Sales | Net Income | ||||||||||||||||||||
(Loss) | (Loss) | ||||||||||||||||||||||||
Giga-tronics Division | $ | 5,341 | $ | 1,539 | $ | (1,209 | ) | $ | 6,216 | $ | 2,250 | $ | (944 | ) | |||||||||||
Microsource | 1,821 | 1,878 | 491 | 3,093 | 1,696 | 79 | |||||||||||||||||||
Total | $ | 7,162 | $ | 3,417 | $ | (718 | ) | $ | 9,309 | $ | 3,946 | $ | (865 | ) | |||||||||||
(In thousands) | At Dec. 28, 2013 | Nine Month Periods Ended | At Dec. 29, 2012 | Nine Month Periods Ended | |||||||||||||||||||||
28-Dec-13 | 29-Dec-12 | ||||||||||||||||||||||||
Total Assets | Net Sales | Net Income | Assets | Net Sales | Net Income | ||||||||||||||||||||
(Loss) | (Loss) | ||||||||||||||||||||||||
Giga-tronics Division | $ | 5,341 | $ | 5,336 | $ | (2,961 | ) | $ | 6,216 | $ | 7,321 | $ | (2,448 | ) | |||||||||||
Microsource | 1,821 | 5,068 | 485 | 3,093 | 4,088 | (188 | ) | ||||||||||||||||||
Total | $ | 7,162 | $ | 10,404 | $ | (2,476 | ) | $ | 9,309 | $ | 11,409 | $ | (2,636 | ) |
Note_9_Restructuring_Tables
Note 9 - Restructuring (Tables) | 9 Months Ended | ||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||
Restructuring and Related Costs [Table Text Block] | ' | ||||||||||||||||
Type of cost incurred | Total | Recognized | Recognized | Recognized | |||||||||||||
(In thousands) | estimated | during the | during the | during the Nine Month | |||||||||||||
restructuring | fiscal year ended | fiscal year ended | period ended | ||||||||||||||
cost | 31-Mar-12 | 30-Mar-13 | 28-Dec-13 | ||||||||||||||
Retention agreements for employees | $ | 571 | $ | 31 | $ | 367 | $ | 173 | |||||||||
Preparation of San Ramon facility | 59 | - | 40 | 19 | |||||||||||||
Training of San Ramon employees | 4 | - | 4 | - | |||||||||||||
Moving expenses | 24 | - | 7 | 17 | |||||||||||||
Restoration of Santa Rosa facility | 151 | - | - | 151 | |||||||||||||
Total | $ | 809 | $ | 31 | $ | 418 | $ | 360 |
Note_1_Basis_of_Presentation_D
Note 1 - Basis of Presentation (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||
31-May-13 | Dec. 28, 2013 | Jun. 29, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Mar. 30, 2013 | Jul. 08, 2013 | Jul. 08, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Dec. 28, 2013 | Jun. 29, 2013 | Dec. 28, 2013 | Mar. 18, 2013 | Jul. 08, 2013 | Jul. 08, 2013 | Apr. 30, 2013 | Dec. 28, 2013 | Jul. 08, 2013 | Mar. 30, 2013 | Jun. 10, 2013 | Dec. 28, 2013 | Jun. 11, 2013 | |
SPA [Member] | SPA [Member] | SCPM [Member] | SCPM [Member] | SCPM [Member] | SCPM [Member] | SCPM [Member] | SCPM [Member] | New Warrant [Member] | New Warrant [Member] | Training Employees [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Second Amended Credit Facility [Member] | New Amended Credit Facility [Member] | New Amended Credit Facility [Member] | ||||||||
New Warrant [Member] | Series D Preferred Stock [Member] | Training Employees [Member] | Series D Preferred Stock [Member] | |||||||||||||||||||||
Note 1 - Basis of Presentation (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) Attributable to Parent | ' | ($718,000) | ' | ($865,000) | ($2,476,000) | ($2,636,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Retained Earnings (Accumulated Deficit) | ' | -16,992,000 | ' | ' | -16,992,000 | ' | -14,278,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Cash Provided by (Used in) Operating Activities | ' | ' | ' | ' | -1,517,000 | -841,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nontrade Receivables, Current | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | ' | 97,000 | 816,000 | ' | 913,000 | ' | ' | ' | ' | ' | ' | 97,000 | 816,000 | 913,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Divestiture of Businesses | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | 800,000 | 200,000 | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | 3,000,000 | 3,000,000 |
Line of Credit Facility, Current Borrowing Capacity | ' | 1,074,000 | ' | ' | 1,074,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Remaining Borrowing Capacity | ' | 121,000 | ' | ' | 121,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants | ' | ' | ' | ' | ' | ' | ' | ' | 817,000 | ' | ' | ' | ' | ' | ' | 817,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Issued (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | 5,111.86 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,111.86 | 5,111.86 | 0 | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | ' | ' | ' | ' | ' | ' | ' | 511,186 | ' | ' | ' | ' | ' | ' | ' | ' | 511,186 | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | ' | ' | ' | ' | ' | ' | ' | 1.43 | ' | ' | ' | ' | ' | ' | ' | ' | 1.43 | ' | ' | ' | ' | ' | ' | ' |
Customer Advances, Current | ' | 1,300,000 | ' | ' | 1,300,000 | ' | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected Annual Savings in Facility Costs | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_3_Inventories_Details_Inv
Note 3 - Inventories (Details) - Inventories (USD $) | Dec. 28, 2013 | Mar. 30, 2013 |
In Thousands, unless otherwise specified | ||
Inventories [Abstract] | ' | ' |
Raw materials | $1,452 | $2,157 |
Work-in-progress | 1,409 | 2,049 |
Finished goods | 261 | 50 |
Demonstration inventory | 150 | 304 |
Total | $3,272 | $4,560 |
Note_4_Gain_on_Sale_of_Product1
Note 4 - Gain on Sale of Product Line (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | ||||||
Dec. 28, 2013 | Jun. 29, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Mar. 30, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Apr. 30, 2013 | Apr. 30, 2013 | Dec. 06, 2013 | Sep. 28, 2013 | |
SCPM [Member] | SCPM [Member] | SCPM [Member] | Proceeds at Closing [Member] | Training Employees [Member] | Inventory [Member] | Inventory [Member] | |||||||
Note 4 - Gain on Sale of Product Line (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nontrade Receivables, Current | ' | ' | ' | ' | ' | $1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | 97,000 | 816,000 | ' | 913,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Divestiture of Businesses | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | 50,000 | 150,000 | ' |
Other Nonrecurring Expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34,000 | ' | ' |
Contingent Consideration, Hold Back for Contingent Liabilities | 150,000 | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,000 |
Revenue, Net | $3,417,000 | ' | $3,946,000 | $10,404,000 | $11,409,000 | ' | $606,000 | $265,000 | $1,400,000 | ' | ' | ' | ' |
Note_5_Loss_Per_Share_Details
Note 5 - Loss Per Share (Details) (Restricted Stock [Member]) | 9 Months Ended |
Dec. 28, 2013 | |
Restricted Stock [Member] | ' |
Note 5 - Loss Per Share (Details) [Line Items] | ' |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 50,000 |
Note_5_Loss_Per_Share_Details_
Note 5 - Loss Per Share (Details) - Net Loss and Common Shares Used in Per-share Computations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 |
Note 5 - Loss Per Share (Details) - Net Loss and Common Shares Used in Per-share Computations [Line Items] | ' | ' | ' | ' |
Net loss (in Dollars) | ($718) | ($865) | ($2,476) | ($2,636) |
Common shares outstanding | 5,060 | 5,029 | 5,057 | 5,029 |
Common shares assuming dilution | 5,060 | 5,029 | 5,057 | 5,029 |
Net loss per common share – basic (in Dollars per share) | ($0.14) | ($0.17) | ($0.49) | ($0.52) |
Net loss per common share - diluted (in Dollars per share) | ($0.14) | ($0.17) | ($0.49) | ($0.52) |
Equity Option [Member] | ' | ' | ' | ' |
Note 5 - Loss Per Share (Details) - Net Loss and Common Shares Used in Per-share Computations [Line Items] | ' | ' | ' | ' |
Antidilutive Securities | 1,751 | 1,467 | 1,751 | 1,467 |
Restricted Stock [Member] | ' | ' | ' | ' |
Note 5 - Loss Per Share (Details) - Net Loss and Common Shares Used in Per-share Computations [Line Items] | ' | ' | ' | ' |
Antidilutive Securities | 122 | 50 | 122 | 50 |
Convertible Debt Securities [Member] | ' | ' | ' | ' |
Note 5 - Loss Per Share (Details) - Net Loss and Common Shares Used in Per-share Computations [Line Items] | ' | ' | ' | ' |
Antidilutive Securities | 1,853 | 1,000 | 1,853 | 1,000 |
Warrant [Member] | ' | ' | ' | ' |
Note 5 - Loss Per Share (Details) - Net Loss and Common Shares Used in Per-share Computations [Line Items] | ' | ' | ' | ' |
Antidilutive Securities | 1,017 | 849 | 1,017 | 849 |
Note_6_Sharebased_Compensation2
Note 6 - Share-based Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Mar. 30, 2013 | |
Note 6 - Share-based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Percent of Fair Market Value of Common Stock at Date of Grant | ' | ' | 100.00% | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | 200,427 | ' | 200,427 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 35,000 | ' | 430,750 | 411,000 | 521,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $1.05 | ' | $1.09 | $0.88 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $801,000 | ' | $801,000 | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | '2 years | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award Options Vested Number (in Shares) | 74,050 | 84,050 | 241,025 | 165,925 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 100,000 | 114,000 | 303,000 | 225,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | ' | ' | 101,500 | ' | 50,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | ' | ' | $1.53 | ' | $1.18 |
Options Granted to Employees [Member] | ' | ' | ' | ' | ' |
Note 6 - Share-based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Share-Based Compensation Arrangement by Share-Based Payment Award Expiration | ' | ' | '10 years | ' | ' |
Outstanding Options [Member] | Minimum [Member] | ' | ' | ' | ' | ' |
Note 6 - Share-based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Share-Based Compensation Arrangement by Share-Based Payment Award Expiration | ' | ' | '5 years | ' | ' |
Outstanding Options [Member] | Maximum [Member] | ' | ' | ' | ' | ' |
Note 6 - Share-based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Share-Based Compensation Arrangement by Share-Based Payment Award Expiration | ' | ' | '10 years | ' | ' |
New Employee Inducement [Member] | ' | ' | ' | ' | ' |
Note 6 - Share-based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | ' | ' | 100,000 | ' | ' |
Employee Stock Option [Member] | ' | ' | ' | ' | ' |
Note 6 - Share-based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | 36,000 | 93,000 | 316,000 | 216,000 | ' |
Restricted Stock [Member] | ' | ' | ' | ' | ' |
Note 6 - Share-based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | ' | 7,000 | ' | 15,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | ' | ' | 71,500 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | ' | ' | $1.53 | ' | ' |
Restricted Stock, Employee Severance [Member] | ' | ' | ' | ' | ' |
Note 6 - Share-based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | ' | ' | 30,000 | ' | ' |
Restricted and Unrestricted Stock [Member] | ' | ' | ' | ' | ' |
Note 6 - Share-based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | $31,000 | ' | $79,000 | ' | ' |
2000 Stock Option Plan and 2005 Equity Incentive Plan [Member] | ' | ' | ' | ' | ' |
Note 6 - Share-based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 1,750,000 | ' | 1,750,000 | ' | ' |
Minimum [Member] | ' | ' | ' | ' | ' |
Note 6 - Share-based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | '4 years | ' | ' |
Maximum [Member] | ' | ' | ' | ' | ' |
Note 6 - Share-based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | '5 years | ' | ' |
Note_6_Sharebased_Compensation3
Note 6 - Share-based Compensation (Details) - Weighted Average Assumptions | 3 Months Ended | 9 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | |
Weighted Average Assumptions [Abstract] | ' | ' | ' | ' |
Expected volatility | 88.38% | 0.00% | 86.33% | 87.73% |
Risk-free interest rate | 1.37% | 0.00% | 1.02% | 0.53% |
Expected term (years) | '8 years 131 days | '0 years | '7 years 332 days | '6 years 69 days |
Note_6_Sharebased_Compensation4
Note 6 - Share-based Compensation (Details) - Changes in Stock Options Outstanding (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Mar. 30, 2013 | Mar. 31, 2012 | |
Changes in Stock Options Outstanding [Abstract] | ' | ' | ' | ' | ' |
Outstanding, Shares | 1,750,750 | 1,750,750 | ' | 1,556,250 | 1,221,312 |
Outstanding, Weighted Average Exercise Price (in Dollars per share) | $1.53 | $1.53 | ' | $1.62 | $1.74 |
Outstanding, Weighted Average Remaining Contractual Terms | ' | '7 years | ' | '6 years 292 days | '6 years 255 days |
Outstanding, Aggregate Intrinsic Value (in Dollars) | $2,000 | $2,000 | ' | $252,000 | $3,000 |
Exercisable at December 28, 2013 | 503,325 | 503,325 | ' | ' | ' |
Exercisable at December 28, 2013 (in Dollars per share) | $1.83 | $1.83 | ' | ' | ' |
Exercisable at December 28, 2013 | ' | '4 years 6 months | ' | ' | ' |
At December 28, 2013, expected to vest in the future | 814,733 | 814,733 | ' | ' | ' |
At December 28, 2013, expected to vest in the future (in Dollars per share) | $1.43 | $1.43 | ' | ' | ' |
At December 28, 2013, expected to vest in the future | ' | '8 years 255 days | ' | ' | ' |
At December 28, 2013, expected to vest in the future (in Dollars) | $1,000 | $1,000 | ' | ' | ' |
Granted, Shares | 35,000 | 430,750 | 411,000 | 521,000 | ' |
Granted, Weighted Average Exercise Price (in Dollars per share) | ' | $1.32 | ' | $1.31 | ' |
Forfeited/expired, Shares | ' | 236,250 | ' | 186,062 | ' |
Forfeited/expired, Weighted Average Exercise Price (in Dollars per share) | ' | $1.72 | ' | $1.58 | ' |
Note_6_Sharebased_Compensation5
Note 6 - Share-based Compensation (Details) - Changes in Nonvested Restricted Stock Awards Outstanding (USD $) | 9 Months Ended | 12 Months Ended |
Dec. 28, 2013 | Mar. 30, 2013 | |
Changes in Nonvested Restricted Stock Awards Outstanding [Abstract] | ' | ' |
Outstanding, shares | 50,000 | 60,000 |
Outstanding, weighted average fair value (in Dollars per share) | $1.18 | $2.40 |
Granted, shares | 101,500 | 50,000 |
Granted, weighted average fair value (in Dollars per share) | $1.53 | $1.18 |
Vested | 30,000 | ' |
Vested (in Dollars per share) | $1.53 | ' |
Forfeited, shares | ' | 60,000 |
Forfeited, weighted average fair value (in Dollars per share) | ' | $2.40 |
Outstanding, shares | 121,500 | 50,000 |
Outstanding, weighted average fair value (in Dollars per share) | $1.39 | $1.18 |
Note_7_Industry_Segment_Inform2
Note 7 - Industry Segment Information (Details) | 9 Months Ended |
Dec. 28, 2013 | |
Segment Reporting [Abstract] | ' |
Number of Reportable Segments | 2 |
Note_7_Industry_Segment_Inform3
Note 7 - Industry Segment Information (Details) - Segement Reporting Information (USD $) | 3 Months Ended | 9 Months Ended | |||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Mar. 30, 2013 | |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Total Assets | $7,162,000 | $9,309,000 | $7,162,000 | $9,309,000 | $9,360,000 |
Net Sales | 3,417,000 | 3,946,000 | 10,404,000 | 11,409,000 | ' |
Net Income (Loss) | -718,000 | -865,000 | -2,476,000 | -2,636,000 | ' |
Gigatronics [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Total Assets | 5,341,000 | 6,216,000 | 5,341,000 | 6,216,000 | ' |
Net Sales | 1,539,000 | 2,250,000 | 5,336,000 | 7,321,000 | ' |
Net Income (Loss) | -1,209,000 | -944,000 | -2,961,000 | -2,448,000 | ' |
Microsource [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Total Assets | 1,821,000 | 3,093,000 | 1,821,000 | 3,093,000 | ' |
Net Sales | 1,878,000 | 1,696,000 | 5,068,000 | 4,088,000 | ' |
Net Income (Loss) | $491,000 | $79,000 | $485,000 | ($188,000) | ' |
Note_8_Income_Taxes_Details
Note 8 - Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Dec. 28, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
Income Tax Expense (Benefit) (in Dollars) | ' | $0 | $0 | $2,000 | $2,000 |
Effective Income Tax Rate Reconciliation, Percent | 0.00% | ' | 0.00% | 0.00% | 0.00% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | ' | 34.00% | 34.00% | 34.00% |
Note_9_Restructuring_Details
Note 9 - Restructuring (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Mar. 30, 2013 | Mar. 31, 2012 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Mar. 30, 2013 | Sep. 28, 2013 | Dec. 28, 2013 | Mar. 30, 2013 | |
Retention Agreements [Member] | Clean Up of Santa Rosa Facility [Member] | Clean Up of Santa Rosa Facility [Member] | Preparation of San Ramon Facility [Member] | Preparation of San Ramon Facility [Member] | Preparation of San Ramon Facility [Member] | Moving Expenses [Member] | Moving Expenses [Member] | Moving Expenses [Member] | |||||||
Note 9 - Restructuring (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Reserve, Current | $809,000 | ' | $809,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Charges | $36,000 | $99,000 | $360,000 | $283,000 | $418,000 | $31,000 | $20,000 | $11,000 | $151,000 | $5,000 | $19,000 | $40,000 | $2 | $17,000 | $7,000 |
Note_9_Restructuring_Details_R
Note 9 - Restructuring (Details) - Restructuring and Related Costs (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 33 Months Ended | 9 Months Ended | 12 Months Ended | 33 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 33 Months Ended | 12 Months Ended | 33 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 33 Months Ended | 3 Months Ended | 9 Months Ended | 33 Months Ended | ||||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Mar. 30, 2013 | Mar. 31, 2012 | Dec. 28, 2013 | Dec. 28, 2013 | Mar. 30, 2013 | Mar. 31, 2012 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Mar. 30, 2013 | Dec. 28, 2013 | Mar. 30, 2013 | Dec. 28, 2013 | Sep. 28, 2013 | Dec. 28, 2013 | Mar. 30, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | |
Employee Retention Agreements [Member] | Employee Retention Agreements [Member] | Employee Retention Agreements [Member] | Employee Retention Agreements [Member] | Preparation of San Ramon Facility [Member] | Preparation of San Ramon Facility [Member] | Preparation of San Ramon Facility [Member] | Preparation of San Ramon Facility [Member] | Training of San Ramon Employees [Member] | Training of San Ramon Employees [Member] | Moving Expenses [Member] | Moving Expenses [Member] | Moving Expenses [Member] | Moving Expenses [Member] | Clean Up of Santa Rosa Facility [Member] | Clean Up of Santa Rosa Facility [Member] | Clean Up of Santa Rosa Facility [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total estimated restructuring cost | ' | ' | ' | ' | ' | ' | $809,000 | ' | ' | ' | $571,000 | ' | ' | ' | $59,000 | ' | $4,000 | ' | ' | ' | $24,000 | ' | ' | $151,000 |
Recognized during the fiscal year | $36,000 | $99,000 | $360,000 | $283,000 | $418,000 | $31,000 | ' | $173,000 | $367,000 | $31,000 | ' | $5,000 | $19,000 | $40,000 | ' | $4,000 | ' | $2 | $17,000 | $7,000 | ' | $11,000 | $151,000 | ' |
Note_10_Line_of_Credit_Details
Note 10 - Line of Credit (Details) (USD $) | Dec. 28, 2013 | Jun. 11, 2013 | Mar. 30, 2013 | Jun. 11, 2013 | Jun. 11, 2013 | Dec. 28, 2013 | Jun. 11, 2013 | Jun. 10, 2013 | Mar. 30, 2013 | Jun. 11, 2013 | Jun. 11, 2013 |
Subsequent Event [Member] | Foreign Accounts Receivable [Member] | New Amended Credit Facility [Member] | New Amended Credit Facility [Member] | Second Amended Credit Facility [Member] | Second Amended Credit Facility [Member] | Minimum [Member] | Maximum [Member] | ||||
New Amended Credit Facility [Member] | New Amended Credit Facility [Member] | ||||||||||
Note 10 - Line of Credit (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Initiation Date | ' | ' | ' | 11-Jun-13 | ' | ' | ' | ' | ' | ' | ' |
Advance Rate | ' | ' | ' | ' | 70.00% | ' | 80.00% | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | $3,000,000 | $3,000,000 | $2,000,000 | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Minimum Cash Balance | ' | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' |
Line of Credit Facility, Collateral Fees, Percent of Outstanding Financed Receivables | ' | 0.10% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 6.00% |
Line of Credit Facility, Amount Outstanding | ' | ' | ' | ' | ' | 953,000 | ' | ' | 857,000 | ' | ' |
Long-term Line of Credit, Noncurrent | ' | ' | 280,000 | ' | ' | ' | ' | ' | 280,000 | ' | ' |
Line of Credit, Current | 953,000 | ' | 577,000 | ' | ' | ' | ' | ' | 577,000 | ' | ' |
Line of Credit Facility, Current Borrowing Capacity | 1,074,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Remaining Borrowing Capacity | $121,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_12_Series_D_Convertible_V1
Note 12 - Series D Convertible Voting Perpetual Preferred Stock and Warrants (Details) (USD $) | Jul. 08, 2013 | Mar. 30, 2013 | Jul. 07, 2013 | Jul. 08, 2013 | Jul. 08, 2013 | Dec. 28, 2013 | Jul. 08, 2013 | Jul. 08, 2013 | Jul. 07, 2013 | Jul. 08, 2013 | Jul. 08, 2013 | Jul. 08, 2013 | Jul. 08, 2013 | Jul. 07, 2013 | Jul. 08, 2013 | Jul. 07, 2013 | Dec. 28, 2013 | Jul. 08, 2013 | Mar. 30, 2013 |
Subsequent Event [Member] | Subsequent Event [Member] | Unallocated [Member] | Allocated [Member] | Assuming New and Amended Warrants Are Exercised [Member] | SPA [Member] | SPA [Member] | SPA [Member] | Prior to January 1, 2014 [Member] | Thereafter [Member] | New Warrant [Member] | New Warrant [Member] | Existing Warrant [Member] | Amended Warrant [Member] | Amended Warrant [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | ||
New Warrant [Member] | Amended July Warrant [Member] | SPA [Member] | SPA [Member] | New Warrant [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | ||||||||||
Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | ||||||||||||||||||
Note 12 - Series D Convertible Voting Perpetual Preferred Stock and Warrants (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants | ' | ' | ' | ' | ' | ' | ' | $817,000 | ' | ' | ' | $817,000 | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Issued (in Shares) | ' | ' | ' | ' | ' | ' | ' | 5,111.86 | ' | ' | ' | ' | ' | ' | ' | ' | 5,111.86 | 5,111.86 | 0 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | ' | 511,186 | ' | ' | ' | ' | 511,186 | ' | ' | ' | ' | ' | 511,186 | 506,219 | ' | 506,219 | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | ' | 1.43 | ' | ' | ' | ' | 1.43 | ' | ' | ' | ' | ' | 1.43 | 3.3 | ' | 1.43 | ' | ' | ' |
Convertible Preferred Stock, Shares Issued upon Conversion (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100 | ' |
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $143 | ' |
Convertible Preferred Stock, Percentage of Cash Dividend Payable On Number of Common Stock Shares Per Share of Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110.00% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Expiration Date | ' | ' | 7-Aug-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7-Jan-16 | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Issued, Allocated Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | 269,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Beneficial Conversion Feature, Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | 558,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 349,000 | ' | 248,000 | ' | ' | ' | ' |
Proceeds from Issuance of Convertible Preferred Stock | ' | ' | ' | 858,000 | 498,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Issuance Cost | ' | ' | ' | ' | ' | ' | ' | 41,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Common Stock | ' | ' | ' | ' | 360,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $0.97 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Beneficial Conversion Feature | ' | ' | ' | ' | ' | ' | ' | $238,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | 36.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |