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FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains forward-looking statements about Giga-tronics Incorporated (the “Company”) for which it claims the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, capital structure and other financial items; (ii) statements of plans, objectives and expectations of the Company or its management or board of directors, including those relating to products, revenue or cost savings; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements.  Words such as "believes", "anticipates", "expects", "intends", "targeted", "projected", "continue", "remain", "will", "should", "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

These forward-looking statements are based on Management’s current knowledge and belief and include information concerning the Company’s possible or assumed future financial condition and results of operations. A number of factors, some of which are beyond the Company’s ability to predict or control, could cause future results to differ materially from those contemplated. These factors include but are not limited to risks related to (1) the Company’s potential inability to obtain necessary capital to finance its operations;operations and to continue as a going concern; (2) the Company’s ability to develop competitive products in a market with rapidly changing technology and standards; (3)the results of pending or threatened litigation ;litigation; (4) risks related to customers’ credit worthiness/profiles; (5) changes in the Company’s credit profile and its ability to borrow; (6) a potential decline in demand for certain of the Company’s products; (7) potential product liability claims; (8) the potential loss of key personnel; and (9) U.S. and international economic conditions. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. The reader is directed to the Company's annual report on Form 10-K for the year ended March 26, 201625, 2017 or further discussion of factors that could affect the Company's business and cause actual results to differ materially from those expressed in any forward-looking statement made in this report. The Company undertakes no obligation to update any forward-looking statements in this report.

PART I – FINANCIAL INFORMATION

ITEM 1 -FINANCIAL STATEMENTS

GIGA-TRONICS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

GIGA-TRONICS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

GIGA-TRONICS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)          Organization and Significant Accounting Policies

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 26, 2016.25, 2017.

Principles of Consolidation The consolidated financial statements include the accounts of Giga-tronics and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Derivatives The Company accounts for certain of its warrants and embedded debt features as derivatives. Changes in fair values are reported in earnings as gain or loss on adjustment of warrant liabilitythese instruments to fair value. 

Software Development Costs Development costs included in the research and development of new software products and enhancements to existing software products are expensed as incurred, until technological feasibility in the form of a working model has been established. Capitalized development costs are amortized over the expected life of the product and evaluated each reporting period for impairment.

Discontinued Operations The Company reviews its reporting and presentation requirements for discontinued operations in accordance with the guidance provided by ASC 205-20 as it moves to newer technology within the test and measurement market from legacy products to the newly developed Advanced Signal Generator. The disposal of these product line sales represent an evolution of the Company’s Giga-tronics Division to a more sophisticated product offered to the same customer base. The Company has evaluated the sales of product lines (see Note 9, Sale of Product Lines) concluding that each product line does not meet the definition of a “component of an entity” as defined by ASC 205-20.The Company is able to distinguish revenue and gross margin information as disclosed in Note 9, Sale of Product Lines to the accompanying financial statements;statements however, operations and cash flow information is not clearly distinguishable and the companyCompany is unable to present meaningful information about results of operations and cash flows from those product lines.

New Accounting StandardsIn April 2016,November 2015, the FASB issued ASU 2016-10,2015-17 –Revenue from Contracts with CustomersIncome Taxes (Topic 606)740): Identifying Performance Obligations and Licensing.“Balance Sheet Classification of Deferred Taxes”. The amendments in ASU 2016-10 affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements in ASU 2016-10 are the same as the effective date and transition requirements of ASU 2014-09. ASU 2015-14,Revenue from Contracts with Customers (Topic 606). The amendments in this ASUTopic 740 is effective for public business entities withfor financial statements issued for annual reporting periods beginning after December 15, December 2017, including2016, and interim reporting periods within those annual periods. For all other entities, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. The amendments may be applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The amendments in ASU 2015-17 eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09 (“ASU 2016-09”),Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.ASU 2016-09 simplifies several aspects of the accounting for employee share-based payments, including accounting for income taxes, forfeitures, statutory tax withholding requirements, and classification on the statement of cash flows. The amendments in this ASU are effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company adopted this standard in the first quarter ended June, 24, 2017, the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09 (“ASU 2017-09”), Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 was issued to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments in this ASU are effective for annual periods beginning after December 15, 2017. The Company does not expect that reporting period.the standard will have a material effect on its consolidated financial statements and will apply this guidance to applicable transactions after the adoption date.

In February 2016, the FASB issued ASU 2016-02 (“ASU 2016-02”), Leases. ASU 2016-02 requires that lessees recognize assets and liabilities for the rights and obligations for leases with a lease term of more than one year. The amendments in this ASU are effective for annual periods ending after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact this accounting standard update may haveof the adoption of ASU 2016-02 on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers. ASU 2014-09 establishes a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity identifies the contract with a customer, identifies the separate performance obligations in the contract, determines the transaction price, allocates the transaction price to the separate performance obligations and recognizes revenue when each separate performance obligation is satisfied. ASU 2014-09 was further updated in March, April, May, and December 2016 to provide clarification on a number of specific issues as well as requiring additional disclosures. ASU 2014-09 may be applied either retrospectively or through the use of a modified-retrospective method. The full retrospective method requires companies to recast each prior reporting period presented as if the new guidance had always existed. Under the modified retrospective method, companies would recognize the cumulative effect of initially applying the standard as an adjustment to opening retained earnings at the date of initial application. On July 9, 2015, the FASB approved a one year deferral of the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. The Company has not yet completed its evaluation of the impact of ASU 2014-09 on its past and future revenue recognition and related disclosure.

2)(2)          Going Concern and Management’s Plan

The Company incurred net losses of $396,000 for$1.3 million and $102,000 in the secondfirst quarter of fiscal 20172018 and $498,000 for the first half of fiscal 2017, respectively. These losses have contributed to an accumulated deficit of $24.5$26.8 million as of SeptemberJune 24, 2016.2017.The Company used cash flow in operations totaling $1.1 million and $589,000 in the first quarter of fiscal 2018 and 2017, respectively.

The Company has experienced delays in the development of features, receipt of orders, and shipments for the new Advanced Signal Generator (“ASG”). These delays have contributed, in part to a decrease in working capital from $1.8 million at March 26, 2016, to $1.2 million at September 24, 2016.capital. The new ASG product has shipped to several customers, but potential delays in the development of features, longer than anticipated sales cycles, or uncertainty as to the Company’s ability to efficiently manufacture the ASG, could significantly contribute to additional future losses and decreases in working capital.

To help fund operations, the Company relies on advances under the line of credit with Bridge Bank. The line of creditBank which expires on May 7, 2017.6, 2019. The agreement includes a subjective acceleration clause, which allows for amounts due under the facility to become immediately due in the event of a material adverse change in the Company’s business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit based on the lender’s judgment.judgement. As of SeptemberJune 24, 2016,2017, the line of credit had an outstandinga balance of $800,000, and additional borrowing capacity of $848,000.$582,000.

These matters raise substantial doubt as to the Company’s ability to continue as a going concern.

To address these matters, the Company’s management has taken several actions to provide additional liquidity and reduce costs and expenses going forward. These actions are described in the following paragraphs. 

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 or possible product line sales, however there are no assurances that such financings or sales will be available at all, or on terms acceptable to the Company.

Cumulative losses have had a significant negative impact on the financial condition of the Company

The Company’s historical operating results and raiseforecasting uncertainties indicate that substantial doubt aboutexists related to the Company’s ability to continue as a going concern. Forecasting uncertainties exist with respect to the ASG product line due to the potential longer than anticipated sales cycles as well as with potential delays in the refinement of certain features, and/or the Company’s ability to efficiently manufacture it in a timely manner. The accompanying Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result if the Company were unable to do so.

(3)         Revenue Recognition

The Company records revenue when there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed and determinable, and collectability is reasonably assured. This occurs when products are shipped or the customer accepts title transfer. If the arrangement involves acceptance terms, the Company defers revenue until product acceptance is received. The Company limits the amount of revenue recognition for delivered elements to the amount that is not contingent on the future delivery of products or services, future performance obligations or subject to customer-specified return or refund privileges. The Company evaluates each deliverable in an arrangement to determine whether they represent separate units of accounting. On certain large development contracts, revenue is recognized upon achievement of substantive milestones. 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:

1. The Company’s performance to achieve the milestone.

2. 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. In fiscal 2015 the Company’s Microsource business unit received a $6.5 million order from a major aerospace company for non-recurring engineering services to develop a variant of its high performance fast tuning YIG filters for an aircraft platform and to deliver a limited number of flight-qualified prototype hardware units (the “NRE Order”) which is being accounted for on a milestone basis. The Company considered factors such as estimated completion dates and product acceptance of the order prior to accounting for the NRE Order as milestone revenue. There was no revenue recognized during the three-month period ended June 24, 2017 as the Company had delivered all milestones associated with this contract. During the three and six month periodsthree-month period ended September 24,June 25, 2016, revenue recognized on a milestone basis were $333,000 and $478,000, respectively. During the three and six month periods ended September 26, 2015, revenue recognized on a milestone basis were $18,000 and $710,000, respectively.$145,000.

On certain contracts with several of the Company’s significant customers the Company receives payments in advance of manufacturing. Advanced payments are recorded as deferred revenue until the revenue recognition criteria described above have been met.

Accounts receivable are stated at their net realizable value. The Company has estimated an allowance for uncollectable accounts based on analysis of specifically identified accounts, outstanding receivables, consideration of the age of those receivables, the Company’s historical collection experience, and adjustments for other factors management believes are necessary based on perceived credit risk.

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.

(4)(4)          Inventories

Inventories net of inventory reserves totaling $3.4 million at June 24, 2017 and March 25, 2017, respectively consisted of the following:

(55))         Software Development Costs

On September 3, 2015, the Company entered into a software development agreement with a major aerospace and defense company whereby the aerospace company would developdeveloped and licenselicensed its simulation software to the Company. The simulation software (also called Open Loop Simulator or OLS technology) is currently the aerospace company’s intellectual property. The OLS technology generates threat simulations and enables various hardware to generate signals for performing threat analysis on systems under test. The Company intends to licenselicenses the OLS software as a bundled or integrated solution with its Advanced Signal Generator system.

The Company is obligated to paypaid the aerospace company software development costs and fees for OLS of $919,000$1.2 million in the aggregate (this includes an amendment to the software development agreement for additional features and functionality), which is payablewas paid in monthly installments as the work iswas performed by the aerospace company.company through the third quarter of fiscal 2017. The OLS technology is a perpetual license agreement that may be terminated by the Company at any time as long as the Company provides a notice to the aerospace company and pays for the development costs incurred through the notice termination date. The Company signed an amendment to the software development agreement in July of 2016 for additional features and functionality at an estimated cost of $265,000 that would be payable in monthly installments as the work is performed by the aerospace company through early 2017. The Company is also obligated to pay royalties to the aerospace company on net sales of its Advanced Signal Generator product sold with the OLS software equal to a percentageseven percent of net sales price of each ASG system sold and subject to certain minimums. The Company expenses research and development costs as they are incurred. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers.

As of SeptemberJune 24, 2016,2017 and March 25, 2017, capitalized software costs were $1.2 million. There was no additional cost capitalized in the three months ended September 24, 2016 as the development was substantially complete.$582,000 and $733,000, respectively. The Company intends to beginbegan amortizing the costs of capitalized software to cost of sales in the second halfthird quarter of fiscal 2017 uponusing the releasestraight-line methodology over an estimated three-year amortization period. During the fourth quarter of fiscal 2017, the Company changed its estimated amortization period from three years to two years due to the longer than anticipated procurement cycle associated with the ASG TEmS product toline. The Company also amortized capitalized software costs using the estimated percentage of revenue approach (which was greater than straight-line amortization) in the fourth quarter of fiscal 2017. During the first quarter of fiscal 2018, the Company had no revenues associated with its customers.ASG TEmS product line and therefore amortized capitalized software costs on a straight-line basis. Amortization of capitalized software costs recorded during the first quarter of fiscal 2018 were $151,000. There was no amortization recorded in the first quarter of fiscal 2017 as the Company had not yet released its ASG TEmS units.

 (6)(6)      Accounts Receivable Line of Credit

On June 1, 2015 the Company entered into a $2.5 million Revolving Accounts Receivable Line of Credit agreement with Bridge Bank. The agreement provides for a maximum borrowing capacity of $2.5 million of which $2.0 million is subject to a borrowing base calculation and $500,000 is non-formula based. On May 23, 2017, the Company renewed this credit line (which expired on May 7, 2017) through May 6, 2019.

The loan agreement is secured by all assets of the Company including intellectual property and general intangibles and provides for a borrowing capacity equal to 80% of eligible accounts receivable. The loan matures on May 7, 20176, 2019 and bears an interest rate, equal to 1.5% over the bank’s prime rate of interest (which was 3.5%4.25% at SeptemberJune 24, 20162017 resulting in an interest rate of 5.0%5.75%). Interest is payable monthly with principal due upon maturity. In connection with the agreement, theThe Company paid aan annual commitment fee of $12,500 and an additional $12,500 was due in May 2016.2017. The loan agreement also contains financial and non-financial covenants that are customary for this type of lending and includes a covenant to maintain an asset coverage ratio of at least 135%150% (defined as unrestricted cash and cash equivalents maintained with Bridge Bank, plus eligible accounts receivable aged less than 90 days from the invoice date, divided by the total amount of outstanding principal of all obligations under the loan agreement). As of September 24, 2016,While the Company maintained the asset coverage ratio, the Company was in compliance with alla cross default at June 24, 2017, as a result of the financial covenants under the agreement. PFG noncompliance described in Note 7 below.

The line of credit requires a lockbox arrangement, which provides for receipts to be swept daily to reduce borrowings outstanding at the discretion of Bridge Bank. This arrangement, combined with the existence of the subjective acceleration clause in the line of credit agreement, necessitates the line of credit be classified as a current liability on the balance sheet. The acceleration clause allows for amounts due under the facility to become immediately due in the event of a material adverse change in the Company’s business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit based on the lender's judgment. As of SeptemberJune 24, 2016,2017, the Company’s total outstanding borrowings and remaining borrowing capacity under the Bridge Bank line of credit were $800,000 and $848,000, respectively.$582,000. 

(7)       Term Loans, Revolving Line of Credit and Warrants  

On April 27, 2017, the Company entered into a new loan agreement with PFG (Partners For Growth V, L.P.). Under the terms of the agreement, PFG made a term loan to Giga-tronics in the principal amount of $1,500,000, with funding occurring on April 28, 2017.

The loan has a two-year term, with interest only payments for the term of the loan. The principal amount of the loan plus any accrued interest will be due upon maturity. The loan bears interest at an aggregate per annum rate equal to 16% per annum, fixed, which is comprised of cash interest reflecting a 9.5% per annum rate and deferred interest reflecting a 6.5% per annum rate. The Company will pay the cash interest monthly and will accrue deferred interest on the unpaid principal balance. The deferred interest will be due and payable upon maturity. In addition, the Company agreed to pay PFG a charge of up to $100,000 due and payable upon maturity (the “back-end fee”), $76,000 of which was earned on April 27, 2017, and $24,000 of which is earned at the rate of $1,000 per month on the first day of each month if the loan principal (of any amount) is outstanding during any day of the prior month. If the Company meets or exceeds certain revenue and net income minimums in fiscal 2018, the amount could be reduced by 25 percent. To stay in compliance with the loan terms, the Company must meet certain financial covenants associated with minimum quarterly revenues and monthly minimum shareholders’ equity. The lender can accelerate the maturity of the loan in case of a default. The Company can prepay the loan before maturity at any time without fee or penalty.

In connection with its loan to the Company, PFG will receive up to 250,000 shares of common stock, 190,000 of which was earned on April 27, 2017 and 60,000 of which is earned at the rate of 2,500 per month on the first day of each month if the loan principal (of any amount) is outstanding during any day of the prior month.

The Company has pledged all its assets as collateral for the loan made by PFG, including all its accounts, inventory, equipment, deposit accounts, intellectual property and all other personal property. The PFG loan is subordinate to the Bridge Bank line of credit (see Note 6, Accounts Receivable Line of Credit).

The requirement to issue 60,000 shares of the Company’s common stock over the term of the loan is an embedded derivative (an embedded equity forward). The Company evaluated the embedded derivative in accordance with ASC 815-15-25. The embedded derivative is not clearly and closely related to the debt host instrument and therefore has been separately measured at fair value, with subsequent changes in fair value recognized in the Condensed Consolidated Statements of Operations.

The proceeds received upon issuing the loan was allocated to: i) common stock, for the fair value of the 190,000 shares of common stock initially issued to the lender; ii) the fair value of the embedded derivative; and iii) the loan host instrument. Upon issuance of the loan, the Company recognized $1,576,000 of principal payable to PFG, representing the stated principal balance of $1,500,000 plus the initial back-end fee of $76,000. The initial carrying value of the loan was recognized net of debt discount aggregating approximately $326,000, which is comprised of the following:

The bifurcated embedded derivative and the debt discount are presented net with the related loan balance in the Condensed Consolidated Balance Sheets. The debt discount is amortized to interest expense over the loan’s term using the effective interest method.

The Company amortized approximately $22,000 to interest expense in the quarter ended June 24, 2017. Additionally, the Company recognized a loss of approximately $500 in the in the quarter ended June 24, 2017 due to the estimated increase in fair value of the embedded equity forward.

PFG’s ability to call the debt on default (contingent put) and its ability to assess interest rate at a default rate (contingent interest) are embedded derivatives which the Company evaluated. The fair value of these embedded features were determined to be immaterial and were not bifurcated from the debt host for accounting purposes.

As of June 24, 2017, the Company was not in compliance with certain financial covenants associated with the PFG loan. On August 2, 2017, the Company and PFG entered into a short-term forbearance arrangement (through the end of August) with respect to such noncompliance. No assurance can be given that the Company will be able to comply with the terms of the forbearance agreement that the parties agreed on, or that PFG will agree to a further extension of forbearance at the end of the initial forbearance period. There is a 6% default rate associated with the forbearance agreement. The Company will most likely be required to raise additional capital to rectify the noncompliance.  No assurance can be given that the Company will be able to raise sufficient capital on timely basis.

On March 13, 2014, the Company entered into a three year, $2.0 million term loan agreement with PFG (Partners For Growth IV, L.P.) under which the Company received $1.0 million on March 14, 2014 (“Initial Borrowing”First Draw”). Interest on the initial $1.0 million term loan borrowing was fixed at 9.75% and required monthly interest only payments during the first six months of the agreement followed by monthly principal and interest payments over the remaining thirty months. The Company could prepay the loan at any time prior to maturity by paying all future scheduled principal and interest payments. As of September 24, 2016, the Company’s total outstanding debt associated with the initial PFG loan was $140,000.

. On June 16, 2014, the Company amended its loan agreement with PFG (the “Amendment”). Under the terms of the Amendment, PFG made a revolving credit line available to Giga-tronics in the amount of $500,000, for whichand the Company borrowed the entire amount on June 17, 2014. The revolving credit line had a thirty-three month term. The Amendment reduced the future amount potentially available for the Company to borrow under the PFG Loan agreement from $1.0 million to $500,000. The interest on the PFG revolving credit line was fixed, calculated on a daily basis at a rate of 12.50% per annum. The Company was allowed to prepayas of June 24, 2017, and March 25, 2017 had fully repaid both the $1.0 million term loan and the $500,000 revolving credit line borrowings at any time prior to its March 13, 2017 maturity date without a penalty.line.

On June 3, 2015,In connection with the March 2014 loan agreement, the Company further amended its loan agreement with PFG (the “Second Amendment”). The Second Amendment cancelled the Company’s $500,000 of remaining term loan borrowing availability under the June 2014 Amendment and required the Company to pay PFG $150,000 towards its existing $500,000 outstanding balance under the revolving line of credit, which the Company paid in July 2015. The Company also agreed to pay PFG an additional $10,000 per month towards its remaining credit line balance until repaid, followed by like payments towards its term loan balance until repaid. The revolving credit line balance was fully repaid in March 2016.

The PFG loan is secured by all of the Company’s assets under a lien that is junior to the Bridge Bank debt described in Note 6, and limits borrowing under the Bridge Bank credit line to $2.5 million. 

The PFG loan agreement contains financial covenants associated with the Company achieving minimum quarterly net sales and maintaining a minimum monthly shareholders’ equity. In the event of default by the Company, all or any part of the Company’s obligation to PFG could become immediately due. As of September 24, 2016, the Company was in compliance with all the financial covenants under the agreement.

The PFG loan agreement also initially provided for the issuance ofissued warrants convertible into 300,000 shares of the Company’s common stock, of which 180,000 were exercisable upon receipt of the initial $1.0 million term loan borrowing from the Initial Borrowing,First Draw, and 80,000 became exercisable with the first Amendment and 40,000 were cancelled with the SecondFirst Amendment. Each warrant issued under the loan agreement has a term of five years and an exercise price of $1.42 which was equal to the average NASDAQ closing price of the Company’s common stock for the ten trading days prior to the Initial Borrowing.First Draw.

If the warrants are not exercised before expiration on March 13,31, 2019, the Company would be required to pay PFG $150,000 and $67,000 as settlement for warrants associated with the Initial BorrowingFirst Draw and the Amendment, respectively. The warrants could be settled for cash at an earlier date in the event of any acquisition or other change in control of the Company, future public issuance of Company securities or liquidation (or substantially similar event) of the Company. The Company currently has no definitive plans for any of the aforementioned events, and as a result, the cash payment date is estimated to be the expiration date unless warrants are exercised before then. The warrants have the characteristics of both debt and equity and are accounted for as a derivative liability measured at fair value each reporting period with the change in fair value recorded in earnings. The initial fair value of the warrants associated with the Initial Borrowing and Amendment were $173,000 and $168,000, respectively.

As of SeptemberJune 24, 2016,2017, and March 25, 2017, the estimated fair values of the derivative liabilities associated with the warrants issued in connection with the Initial BorrowingFirst Draw and Amendment were $167,000$133,000 and $112,000,$89,000, respectively, for a combined value of $279,000. As of March 26, 2016,$222,000, respectively. There was no change in the estimated fair value of the derivativewarrant liability associated within the warrant issued in connection with the Initial Borrowing and Amendment was $212,000 and $141,000, respectively for a combined value of $353,000.

During the three and six month periodsfirst quarter ended SeptemberJune 24, 2016, the2017. The change in the fair value of the warrant liability totaled $28,000$46,000 for the first quarter ended June 25, 2016 and $74,000 respectively. During the three and six month periods ended September 26, 2015, the change in the fair value of the warrant liability totaled $110,000 and $47,000, respectively. These changes areis reported in the accompanying statement of operations as a gain on adjustment of derivative liability to fair value.

The initial $1.0 million There was no accretion recorded in proceeds under the termfirst quarter ended June 24, 2017 in connection with the March 2014 loan agreement were allocated betweenas the PFG loan andwas paid in full. For the warrants based on their relative fair values on the date of issuance which resulted in initial carrying values of $822,000 and $178,000, respectively. The resulting discount of $178,000 on the PFG loan is being accreted to interest expense under the effective interest method over the term of the PFG loan. During the three and six month periodsquarter ended September 24,June 25, 2016, the Company recorded accretion of discount expense associated with the warrants issued with the PFG loanLoan of $7,000 and $18,000 respectively. During the three and six month periods ended September 26, 2015, the Company recorded accretion of discount expense associated with the warrants issued with the PFG loan of and $63,000 and $105,000, respectively.$11,000.  

(8)(8)       FairFair Value

Pursuant to the accounting guidance for fair value measurement and its subsequent updates, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The accounting guidance establishes a hierarchy for inputs used in measuring fair value that minimizes the use of unobservable inputs by requiring the use of observable market data when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on active market data. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances.  

The fair value hierarchy is broken down into the three input levels summarized below:

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the three month period ended June 24, 2017. The carrying amountsvalues of the Company’s cash and cash-equivalents andcash equivalents, trade accounts receivable, line of credit, term debt and accounts payable approximate their fair values at each balance sheet date due togiven their short-term nature. As of June 24, 2017, the short-term maturitycarrying value of these financial instruments, and generally result in inputs categorized as Level 1 within the outstanding PFG loan approximates the estimated aggregate fair value, hierarchy.since the embedded equity forward is recognized at fair value and classified with the loan host. The fair valuesvalue estimate of term debt arethe embedded equity forward is based on the present value of expected future cash flows and assumptions about current interest rates and the creditworthiness of the Company and generally result in inputs categorized as Level 3 within the fair value hierarchy. At September 24, 2016 and March 26, 2016, the carrying amountsclosing price of the Company’s term debt totaled $137,000common stock on the measurement date, the risk-free rate, the date of expiration, and $370,000, respectively andany expected cash distributions of the underlying asset before expiration. The estimated fair value totaled $137,000 and $384,000, respectively.of the embedded equity forward represents a Level 2 measurement.

Derivatives The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including notes payable, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company accounts for certain of its warrants as derivatives. Changes in fair values are reported in earnings as gain or loss on adjustment of warrant liability to fair value.

Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, was calculated using a discounted cash flow model and utilized a 20% discount rate. The rateswith changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are commensurateclassified with market rates given the remaining term, principal repayment schedule,related host contract in the Company’s creditworthiness and outstanding loan balance.balance sheet.

The Company’s derivative warrant liability is measured at fair value on a recurring basis and is categorized as Level 3 in the fair value hierarchy. The derivative warrant liability is valued using a Monte Carlo simulation model, which used the following assumptions as of SeptemberJune 24, 2016:2017: (i) the remaining expected life of 2.51.7 years, (ii) the Company’s historical volatility rate of 116.4%101.1%, (iii) risk-free interest rate of 0.84%1.26%, and (iv) a discount rate of 20%.thirty percent.

The aforementioned derivative warrant liability isand equity forward are the Company’s only asset and liability recognized and measured at fair value on a recurring or non-recurring basis. The following table presents the fair value measurements for warrant liability:basis and are follows:

There were no transfers between Level 1, Level 2 or Level 3 for the three and six month periodsquarter ended SeptemberJune 24, 2016 and March 26, 2016.2017. 

The table below summarizes changes in gains and losses recorded in earnings for Level 3 assets and liabilities that are still held at SeptemberJune 24, 2016:2017:

There were no assets measured at fair value on a recurring basis and there were no assets or liabilities measured on a non-recurring basis at SeptemberJune 24, 2016 or2017 and March 26, 2016.25, 2017.

The following table presents quantitative information about recurring Level 3 fair value measurements at SeptemberJune 24, 20162017 and March 26, 2016:25, 2017:

The discount rate of thirty percent at June 24, 2017, and twenty four percent at March 25, 2017 is management’s estimate of the current cost of capital given the Company’s credit worthiness. A significant increase in the discount rate would significantly decrease the fair value, but the magnitude of this decrease would be less significant in a scenario where the Company’s stock price is significantly higher than the exercise price since the holder’s option to take a cash payment at maturity represents a smaller component of the total fair value when the Company’s stock price is higher. The Monte Carlo simulation model simulated the Company’s stock price through the maturity date of March 31, 2019. At the end of the simulated period, the value of the warrant was determined based on the greater of (1) the net share settlement value, (2) the net exercise value, or (3) the fixed cash put value.

(9)       Sale of Product Lines 

On June 20, 2016, the Company entered into an Asset Purchase Agreement for the sale of its Switch product line to Astronics Test Systems Inc. (Astronics). Upon signing the agreement, Astronics paid $850,000 for the intellectual property of the product line. The Company recognized a net gain of $802,000 in the first quarter endingended June 25, 2016 after related expenses were subtracted from the sales price. The following table presents the breakdown of the gain recognized in the quarter related to the asset sale:

In calculating the gain included in the accompanying consolidated financial statements, the Company released $278,000 of deferred warranty obligations related to the Switch asset. Pursuant to the terms of the agreement, Astronics assumed all the warranty obligations for the Switch product line, including the products sold prior to the asset being transferred to Astronics. The deferred warranty obligation was previously included in other current liabilities in the consolidated financial statements. The Company also had an existinga previous agreement with a consultant supporting the Switch product line, which included a three percent commission on the sales of the Switch product line for a period of 4 years ending in January 2020. The agreement allowed for a buyout of future commissions associated with the Switch product, which the Company exercised in connection with the Astronics transactionsales in June 2016 resultingwhich resulted in a payment by the Company during June of $170,000. Astronics also purchased approximately $500,000 of related materials inventory from Giga-tronics between July and August of 2016.

DuringThe Company had no revenues or gross margin associated with the three and six months periodSwitch product line in the first quarter ended SeptemberJune 24, 2016, the2017. The Switch product line accounted for approximately $960,000 and $2.1$1.1 million in product revenue respectively. There was no margin associated withfor the sales during the three month periodsfiscal quarter ended September 24, 2016, as the revenues were primarily attributable to inventory transferred at book value to Astronics, in accordance with the Asset Purchase Agreement. Gross margins of theJune 25, 2016. The Switch product lineline’s gross margin on revenues was $437,000 for the six month periodfiscal quarter ended September 24, 2016 was $437,000. During the three and six months period ended September 26, 2015, the Switch product line accounted for approximately $631,000 and $1.2 million in product revenue, respectively, and related margins were $171,000 and $388,000 respectively.June 25, 2016. While the Company is able to distinguish revenue and gross margin information related to the sale of the Switch product line, to Astronics, the Company is unable to present meaningful information about results of operation and cash flows from the Switch product line.

On December 15, 2015, the Company entered into an Asset Purchase Agreement with Spanawave Corporation, whereby Spanawave agreed to purchase the Giga-tronics’ Division product lines for its Power Meters, Amplifiers, and Legacy Signal Generators for $1.5 million. The agreement provided for the transfer of these product lines to Spanawave sequentially in six phases beginning with certain sensor and amplifier products. The Company had transferred the Power Meters and Amplifiers in phases one through five, the Company still holds the right to phase 6 (Legacy Signal Generators). During the second quarter ended September 24, 2016, the Company and Spanawave became engaged in a dispute, including litigation initiated by Spanawave and an arbitration proceeding initiated by Spanawave’s affiliate Liberty Test Equipment, Inc., as to whether the Company has fulfilled all the requirements to close phases one through five and become entitled to the $375,000 received by the Company during the first quarter of fiscal 2017.2017 (see below).

The complaint seeks specific performance of the agreement and damages. Spanawave’s affiliate Liberty Test Equipment also filed an arbitration claim for $440,000 under a distribution agreement between the Company and Liberty. The Company has filed cross-complaints in both the litigation and arbitration asserting breach of the respective agreements by Spanawave and Liberty. The Company had previously asserted that the distribution agreement does not extend to the products with respect to which the claim has been made. Certain customers of the lines of business sold to Spanawave are also customers of the Company’s ongoing Advance Signal Generator business. Continued disruption of the phase 6 signal generator business could have an adverse effect on the ASG business. The parties have negotiated in an effort to settle the dispute notwithstanding the filings. The expenses and potential liability of negotiation, any settlement or continued litigation or arbitration could have a material adverse effect on the Company.

During the six months ended September 24, 2016,fiscal 2017, the Company had received $750,000 from Spanawave under the agreement. Of this amount, the Company returned the $375,000 to Spanawave on July 28, 2016 resulting from the dispute regarding the status of phases one through five. The remaining $375,000 is included in deferred liability related to asset sales in the consolidated balance sheet. In addition, in June 2016, the Company received approximately $275,000 in exchange for raw materials as of September 24, 2016.material purchases. The purchase price of the raw materials approximated its carrying value, therefore no gain or loss was recognized. The parties are currently attempting to resolve this dispute. No gain has been recognized in connection with this product line sale because of the aforementioned dispute. These product lines accounted for approximately $75,000$95,000 and $350,000$275,000 in revenue during the threefiscal quarter ended June 24, 2017, and six month periodsJune 25, 2016, respectively. For the fiscal quarter ended SeptemberJune 24, 2016. These product lines also accounted for $528,000 and $1.5 million respectively during the three and six month periods ended September 26, 2015.2017, gross margin was immaterial. There was no margin associated with the revenue forderived in the first halfquarter of fiscal 2017 as the revenues were primarily related to inventory transfer at book value. For the three and six month periods ended September 26, 2015, gross margins on these revenues were $116,000 and $356,000 respectively. While the Company is able to distinguish revenue and gross margin information related to the sale of these product lines, the Company is unable to present meaningful information about results of operation and cash flows from these product lines.

(10)10)         Loss Per Share

Basic loss per 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. In addition, certain options are considered antidilutive because assumed proceeds from exercise price, related tax benefits and average future compensation was greater than the weighted average number of options outstanding multiplied by the average market price during the period. The shares used in per share computations are as follows:  

The exclusion of stock options, restricted stock, convertible preferred stocks and warrants fromnot included in the computation of diluted earnings per share (EPS) for the three month period ended June 24, 2017 and six month periods ended September 24,June 25, 2016 and September 26, 2015 is a result of the Company’s net loss and, therefore, the effect of these instruments would be anti-dilutive.

(11)          Share Based Compensation

The Company has established the 2005 Equity Incentive Plan, which providesprovide for the granting of options and restricted stock for up to 2,850,000 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. The 2005 Plan has been extended to be effective until 2025. Option grants under the 2000 Stock Option Plan are no longer available. 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 SeptemberJune 24, 2016,2017, no SAR’s have been granted under the option plan. As of SeptemberJune 24, 2016,2017, the total number of shares of common stock available for issuance was 1,172,627.934,677. All outstanding options have a ten year life from the date of grant. The Company records compensation cost associated with share-based compensation equivalent to the estimated fair value of the awards over the requisite service period.

StockOptions

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:

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 six monththree-month period ended SeptemberJune 24, 20162017 and the fiscal year ended March 26, 201625, 2017 is as follows:

As of SeptemberJune 24, 2016,2017, there was $233,000$156,000 of total unrecognized compensation cost related to non-vested options. That cost is expected to be recognized over a weighted average period of 2.5 years.3.06 years and will be adjusted for subsequent changes in estimated forfeitures. There were 102,650 options and 252,65029,500 options that vested during the quarter ended SeptemberJune 24, 20162017, and September 26, 2015, respectively.28,500 options that vested during the quarter ended June 25, 2016. The total grant date fair value of options vested during each of the quarters ended SeptemberJune 24, 2017 and June 25, 2016 was $33,000 and September 26, 2015 was $126,000 and $243,000,$1,000 respectively. There were 237,700 and 291,150no options that vested during the six month period ended September 24, 2016 and September 26, 2015, respectively. The total grant date fair value of options vested during the six month periods ended September 24, 2016 and September 26, 2015 was $1,000 and $285,000, respectively. No shares were exercised in the three month and six monththree-month period ended SeptemberJune 24, 2016. No shares were exercised in the three month period ended September 26, 20152017 and options of 12,000 shares were exercised in the six month period ended September 26, 2015.June 25, 2016. Share based compensation cost related to stock options recognized in operating results for the three month periodsmonths ended SeptemberJune 24, 2017 and June 25, 2016 totaled $37,000 and September 26, 2015 totaled $79,000 and $109,000, respectively. Share based compensation cost recognized in operating results for the six month periods ended September 24, 2016 and September 26, 2015 totaled $151,000 and $223,000,$72,000, respectively.

Restricted Stock

The Company granted 350,450 restricted awards during the first quarter of fiscal 2018. No restricted awards were granted during the secondfirst quarter or first half of fiscal 2017 and fiscal 2016.2017. No restricted awards vested during the second quarter or first half of fiscal 2017. The Company granted 50,000 shares of restricted stock outside the 2005 Plan in fiscal 2013 that vested in the first quarter of fiscal 2016.2018 and 2017. 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. ThereAs of June 24, 2017, there was no$204,000 of total unrecognized compensation cost related to non-vested awards. That cost is expected to be recognized over a weighted average period of 1.98 years and will be adjusted for restricted and unrestricted stock awards during the second quarter or first half of fiscal 2017.subsequent changes in estimated forfeitures. Compensation cost recognized for the restricted and unrestricted stock awards during the first quarter of 2018 was $9,000. There was no compensation recognized for the threerestricted and six month periods ended September 26, 2015 was $89,000 and $309,000, respectively.unrestricted stock awards during the first quarter of fiscal 2017.

A summary of the changes in non-vested restricted stock awards outstanding for the three-month period ended June 24, 2017 and the fiscal year ended March 25, 2017 is as follows: