GIGA TRONICS INC - FORM 10-Q/A - August 30, 2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q/A
(Amendment No. 1)
 
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2012
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission file number: 0-12719
 
GIGA-TRONICS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
California
94-2656341
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
 
4650 Norris Canyon Road, San Ramon, CA 94583 (925) 328-4650
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE AND TELEPHONE NUMBER)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large
accelerated filer  o    Accelerated filer  o     Non-accelerated filer  o    Smaller reporting company  x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
 
There were 5,029,747 shares of the registrant’s common stock issued and outstanding as of August 9, 2012.
 
 
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EXPLANATORY NOTE

The purpose of this amendment to the Giga-tronics Incorporated Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the Securities and Exchange Commission on July 30, 2012 (the “Form 10-Q”), is to furnish Exhibit 101, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes included in Part I, Item 1 of Form 10-Q.
 
Under Rule 405(a)(2)(ii) of Regulation S-T, this Exhibit 101 is permitted to be furnished by amendment within 30 days of the original filing date of the Form 10-Q.
 
One additional change has made to the Form 10-Q.  In the Shareholders’ Equity section of the Condensed Consolidated Balance Sheets (unaudited), Convertible Preferred stock at no par value, Series B, reads, “9,997 shares at June 30, 2012 and 0 shares at March 31, 2012 . . .”.  Series B as corrected reads, “9,997 shares at June 30, 2012 and at March 31, 2012 . . .”
No other changes have been made to the Form 10-Q.  This amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Form 10-Q.
 
Pursuant to rule 406T of Regulation S-T, Exhibit 101 is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and other wise is not subject to liability under those sections.
 
 
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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
(In thousands except share data)
  
June 30, 2012
    
March 31, 2012
  
Assets
            
Current assets:
            
Cash and cash-equivalents
   $ 1,436     $ 2,365  
Trade accounts receivable, net of allowance of $97 and $96, respectively
     3,573       1,270  
Inventories, net
     4,202       4,700  
Prepaid expenses and other current assets
     398       328  
Total current assets
     9,609       8,663  
                 
Property and equipment, net
     599       611  
Other assets
     -       16  
Total assets
   $ 10,208     $ 9,290  
                 
Liabilities and shareholders' equity
                
Current liabilities:
                
Accounts payable
   $ 804     $ 613  
Accrued commission
     177       129  
Accrued payroll and benefits
     673       739  
Accrued warranty
     189       210  
Deferred revenue
     1,435       7  
Deferred rent
     65       59  
Capital lease obligations
     20       20  
Other current liabilities
     321       318  
Total current liabilities
     3,684       2,095  
Long term obligations - deferred rent
     414       433  
Long term obligations - capital lease
     13       15  
Total liabilities
     4,111       2,543  
Commitments
                
Shareholders' equity:
                
Convertible Preferred stock of no par value;
                
Authorized - 1,000,000 shares Series A - designated 250,000 shares; 0 shares at June 30, 2012 and March 31, 2012 issued and outstanding Series B - designated 10,000 shares; 9,997 shares at June 30, 2012 and at March 31, 2012 issued and outstanding; (liquidation preference of $2,309)
     1,997       1,997  
Common stock of no par value;
                
Authorized - 40,000,000 shares; 5,029,747 shares at June 30, 2012 and March 31, 2012 issued and outstanding
     14,879       14,822  
Accumulated deficit
     (10,779 )     (10,072 )
Total shareholders' equity
     6,097       6,747  
Total liabilities and shareholders' equity
   $ 10,208     $ 9,290  
 
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
 
 
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ITEM 6. EXHIBITS
 
101.INS**
XBRL Instance
101.SCH**
XBRL Taxonomy Extension Schema
101.CAL**
XBRL Taxonomy Extension Calculation
101.DEF**
XBRL Taxonomy Extension Definition
101.LAB**
XBRL Taxonomy Extension Labels
101.PRE**
XBRL Taxonomy Extension Presentation
 
** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
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GIGA-TRONICS INCORPORATED
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   
 
GIGA-TRONICS INCORPORATED
   
Dated: August 30, 2012
  
 
 
/s/ FRANK D. ROMEJKO
 
Frank D. Romejko
 
Vice President of Finance
Chief Financial Officer (acting)
 
(Principal Financial and Accounting Officer)
 
 
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EXHIBIT INDEX
 
101.INS**
XBRL Instance
101.SCH**
XBRL Taxonomy Extension Schema
101.CAL**
XBRL Taxonomy Extension Calculation
101.DEF**
XBRL Taxonomy Extension Definition
101.LAB**
XBRL Taxonomy Extension Labels
101.PRE**
XBRL Taxonomy Extension Presentation
 
** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
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GIGA TRONICS INC Reports