form10qfy2010q2.htm

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:

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. (Check one):

PART I - FINANCIAL INFORMATION				Page No.
	Item 1.	Financial Statements
			Condensed Consolidated Balance Sheets (Unaudited) as of September 26, 2009 and March 28, 2009	3
			Condensed Consolidated Statements of Operations (Unaudited), three and six months ended September 26, 2009 and September 27, 2008	4
			Condensed Consolidated Statements of Cash Flows (Unaudited), six months ended September 26, 2009 and September 27, 2008	5
			Notes to Unaudited Condensed Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		14
	Item 4T.	Controls and Procedures		15

PART II - OTHER INFORMATION
	Item 1.	Legal Proceedings		15
	Item 1A.	Risk Factors		15
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		15
	Item 3.	Defaults Upon Senior Securities		15
	Item 4.	Submission of Matters to a Vote of Security Holders		15
	Item 5.	Other information		16

SIGNATURES				17

	Item 6.	Exhibits
			31.1 Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act.	18
			31.2 Certification of CFO pursuant to Section 302 of Sarbanes-Oxley Act.	19
			32.1 Certification of CEO pursuant to Section 906 of Sarbanes-Oxley Act.	20
			32.2 Certification of CFO pursuant to Section 906 of Sarbanes-Oxley Act.	21

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands except share data)	September 26, 2009			March 28, 2009
Assets
Current assets
Cash and cash equivalents	$	1,345		$	1,518
Trade accounts receivable, net of allowance of $94 and $102,
respectively		3,569			3,110
Inventories, net		6,204			5,409
Prepaid expenses and other current assets		341			430
Total current assets		11,459			10,467

Property and equipment, net		236			306
Other assets		16			16
Total assets	$	11,711		$	10,789

Liabilities and shareholders’ equity
Current liabilities
Line of credit	$	500		$	---
Accounts payable		694			1,219
Accrued commissions		191			144
Accrued payroll and benefits		550			397
Accrued warranty		177			177
Deferred revenue		1,075			959
Deferred rent		32			118
Capital lease obligations		16			16
Other current liabilities		253			306
Total current liabilities		3,488			3,336

Long term obligation – Deferred rent		76			96
Long term obligation – Capital lease		17			25
Total liabilities		3,581			3,457

Commitments and contingencies		---			---

Shareholders’ equity
Preferred stock of no par value;
Authorized 1,000,000 shares; no shares outstanding at
September 26, 2009 and March 28, 2009		---			---
Common stock of no par value;
Authorized 40,000,000 shares; 4,832,521 shares at
September 26, 2009 and 4,824,021 shares at March 28, 2009
issued and outstanding		13,760			13,668
Accumulated deficit		(5,630	)		(6,336	)
Total shareholders’ equity		8,130			7,332
Total liabilities and shareholders’ equity	$	11,711		$	10,789

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
	Three Months Ended						Six Months Ended
(In thousands except per share data)	September 26, 2009			September 27, 2008			September 26, 2009			September 27, 2008
Net sales	$	4,623		$	3,689		$	9,092		$	7,177
Cost of sales		2,510			2,351			4,865			4,442
Gross profit		2,113			1,338			4,227			2,735

Engineering		363			522			744			1,078
Selling, general and administrative		1,371			1,437			2,765			2,801
Total operating expenses		1,734			1,959			3,509			3,879

Operating income (loss) from continuing operations		379			(621	)		718			(1,144	)

Other expense		---			---			(1	)		---
Interest (expense) income, net		(6	)		6			(9	)		9
Income (loss) from continuing operations before income taxes		373			(615	)		708			(1,135	)
Provision for income taxes		---			---			2			2
Income (loss) from continuing operations		373			(615	)		706			(1,137	)
Income on discontinued operations, net of income taxes		---			75			---			75
Net income (loss)	$	373		$	(540	)	$	706		$	(1,062	)

Basic and diluted earnings (loss) per share:
From continuing operations	$	0.08		$	(0.13	)	$	0.15		$	(0.24	)
On discontinued operations		---			0.02			---			0.02
Basic and diluted earnings (loss) per share	$	0.08		$	(0.11	)	$	0.15		$	(0.22	)

Shares used in per share calculation:
Basic		4,828			4,824			4,826			4,824
Diluted		4,844			4,824			4,829			4,824

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	Six Months Ended
(In thousands)	September 26, 2009			September 27, 2008
Cash flows from operations:
Net income (loss)	$	706		$	(1,062	)
Adjustments to reconcile net income (loss) to net cash used in operations:
Depreciation and amortization		73			82
Loss on sale of fixed asset		1			---
Share based compensation		80			118
Deferred rent		(106	)		(191	)
Changes in operating assets and liabilities		(1,427	)		802
Net cash used in operations		(673	)		(251	)

Cash flows from investing activities:
Purchases of property and equipment		(4	)		(64	)
Net cash used in investing activities		(4	)		(64	)

Cash flows from financing activities:
Issuance of common stock		12			---
Proceeds from line of credit		500			---
(Repayment of) proceeds from capital lease		(8	)		47
Net cash provided by financing activities		504			47

Decrease in cash and cash equivalents		(173	)		(268	)

Cash and cash equivalents at beginning of period		1,518			1,845
Cash and cash equivalents at end of period	$	1,345		$	1,577

Supplementary disclosure of cash flow information:
Cash paid for income taxes	$	2		$	2
Cash paid for interest	$	11		$	---

See accompanying notes to unaudited condensed consolidated financial statements.

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 only normal recurring accruals) 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 28, 2009.

The Company adopted The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162 effective September 26, 2009. This statement modifies the Generally Accepted Accounting Principles (“GAAP”) hierarchy by establishing only two levels of GAAP, authoritative and nonauthoritative accounting literature. Effective July 2009, the FASB Accounting Standards Codification (“ASC”), also know collectively as the “Codification,” is considered the single source of authoritative U.S. accounting and reporting standards, except for additional authoritative rules and interpretive releases issued by the SEC. Nonauthoritative guidance and literature would include, among other things, FASB Concepts Statements, American Institute of Certified Public Accounts Issue Papers and Technical Practice Aids and accounting textbooks. The Codification was developed to organize GAAP pronouncements by topic so that users can more easily access authoritative accounting guidance. It is organized by topic, subtopic, section, and paragraph, each of which is identified by a numerical designation. All accounting references have been updated, and therefore SFAS references have been replaced with ASC references.

The company recognizes revenue in accordance with GAAP which dictates that revenue is recorded when there is evidence of an arrangement, delivery has occurred, the price is fixed and determinable, and collectability is assured. This occurs when products are shipped, unless the arrangement involves acceptance terms. If the arrangement involves acceptance terms, the Company defers revenue until product acceptance is received.

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 one to three years depending on the product. 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.

Basic earnings (loss) per share (EPS) is calculated by dividing net income or loss by the weighted average common shares outstanding during the period. Diluted earnings (loss) per share reflects the net incremental shares that would be issued if dilutive outstanding stock options were exercised, using the treasury stock method. In the case of a net loss, it is assumed that no incremental shares would be issued because they would be antidilutive. In addition, certain options are considered antidilutive because the options' exercise price was above the average market price during the period. The shares used in per share computations are as follows:

	Three Months Ended						Six Months Ended
(In thousands except per-share data)		September 26, 2009		September 27, 2008			September 26, 2009		September 27, 2008
Net income (loss)		$	373	$	(540	)	$	706	$	(1,062	)
Weighted average:
Common shares outstanding			4,828		4,824			4,826		4,824
Potential common shares			16		---			3		---
Common shares assuming dilution			4,844		4,824			4,829		4,824

Net income (loss) per share of
common stock		$	0.08	$	(0.11	)	$	0.15	$	(0.22	)
Net income (loss) per share of
common stock assuming dilution		$	0.08	$	(0.11	)	$	0.15	$	(0.22	)
Stock options not included in
computation			703		965			942		965

The number of stock options not included in the computation of diluted EPS for the three and six month periods ended September 26, 2009 reflect stock options where the exercise prices were greater than the average market price of the common shares and are, therefore, antidilutive. The number of stock options not included in the computation of diluted EPS for the three and six month periods ended September 27, 2008 is a result of the Company’s loss from continuing operations and, therefore, the options are anitdilutive. The weighted average exercise price of excluded options was $1.93 and $1.92 as of September 26, 2009 and September 27, 2008, respectively.

The Company has established the 2000 Stock Option Plan and the 2005 Equity Incentive Plan, each of which provided for the granting of options for up to 700,000 shares of Common Stock. The company accounts for share based compensation in accordance with GAAP which requires compensation cost to be recorded at fair value over the requisite service period. There were 199,500 option grants made in the first half of fiscal 2010 and 140,000 option grants made in the first half of fiscal 2009.

Cash flows resulting from the tax benefits derived from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as a cash flow from financing in the condensed consolidated statements of cash flows. These excess tax benefits were not significant for the Company, for each of the three and six month periods ended September 26, 2009 and September 27, 2008.

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 terms based on the expected term of the option on the date of grant.

As of September 26, 2009, there was $438,071 of total unrecognized compensation cost related to non-vested options granted under the plans. That cost is expected to be recognized over a weighted average period of 1.37 years and will be adjusted for subsequent changes in estimated forfeitures. There were 59,849 options that vested during the quarter ended September 26, 2009. There were 46,851 options that vested during the quarter ended September 27, 2008. The total fair value of options vested during each of the quarters ended September 26, 2009 and September 27, 2008 was $50,487 and $42,166, respectively. There were 82,349 and 59,351 options that vested during the six month periods ended September 26, 2009 and September 27, 2008, respectively. The total fair value of options vested during the six month periods ended September 26, 2009 and September 27, 2008 was $75,898 and $58,716, respectively. Cash received from the exercise of stock options for the three and six month periods ended September 26, 2009 was $12,070. No cash was received from stock option exercises for the three and six month periods ended September 27, 2008.

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. Microsource develops and manufactures a broad line of YIG (Yttrium, Iron, Garnet) tuned oscillators, filters and microwave synthesizers, which are used in a wide variety of microwave instruments and devices.

	Three Months Ended				Three Months Ended
(Dollars in thousands)	September 26, 2009				September 27, 2008
	Net Sales		Net Income (Loss)		Net Sales		Net Income (Loss)
Giga-tronics Division	$	3,205	$	231	$	2,438	$	(628	)
Microsource		1,418		142		1,251		88
Total	$	4,623	$	373	$	3,689	$	(540	)


	Six Months Ended					Six Months Ended
(Dollars in thousands)	September 26, 2009					September 27, 2008
	Net Sales		Net Income (Loss)			Net Sales		Net Income (Loss)
Giga-tronics Division	$	5,741	$	(34	)	$	5,098	$	(1,143	)
Microsource		3,351		740			2,079		81
Total	$	9,092	$	706		$	7,177	$	(1,062	)

	Three Months Ended						Six Months Ended
(Dollars in thousands)	September 26, 2009			September 27, 2008			September 26, 2009			September 27, 2008
Balance at beginning of period	$	178		$	196		$	177		$	190
Provision, net		40			19			51			127
Warranty costs incurred		(41	)		(31	)		(51	)		(133	)
Balance at end of period	$	177		$	184		$	177		$	184

The Company accounts for income taxes using the asset and liability method. 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. A valuation allowance is applied to deferred tax assets which are less than likely to be realized on a future tax return. Benefits from uncertain tax positions are recorded only if they are more likely than not to be realized.

The forward-looking statements included in this report including, without limitation, statements containing the words "believes", "anticipates", "estimates", "expects", "intends" and words of similar import, which reflect management’s best judgment based on factors currently known, involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including but not limited to those listed in Giga-tronics’ Annual Report on Form 10-K for the fiscal year ended March 28, 2009 Part I, under the heading “Certain Factors Which May Adversely Affect Future Operations or an Investment in Giga-tronics”, and Part II, under the heading “Management’s Discussion and Analysis of Financial Conditions and Results of Operations”.

The Company’s business is highly dependent on government spending in the defense electronics sector and on the wireless telecommunications market. The Company has seen an improvement in defense and commercial orders during the second quarter of fiscal 2010 versus the second quarter of fiscal 2009. The Company has seen a reduction in defense orders for the six month period ended September 26, 2009 as compared to the same period last year. However, commercial orders have improved for the six month period ended September 26, 2009 as compared to the same period last year.

The Company continues to monitor costs, including reductions in personnel, facilities and other expenses, to more appropriately align costs with revenues. In March 2007, the Company moved ASCOR’s engineering, sales and marketing, and administrative activities to the San Ramon, California facility, effectively abandoning its Fremont, California facility. Subsequently, in fiscal 2009, the ASCOR subsidiary was combined into the Giga-tronics Instrument Division. As a result, the Company has accrued its future lease obligations, net of estimated sub-lease income, through June 2009. As of June 30, 2009, the Fremont lease obligation has terminated. Microsource sales and marketing and engineering activities were also consolidated into the San Ramon facility to better integrate our component development activities with the Company’s overall new product plans. The Microsource facility in Santa Rosa, California, however, remains open as a manufacturing operation.

New Orders
	Three Months Ended
(Dollars in thousands)		September 26, 2009		September 27, 2008		% change
Giga-tronics Division		$	4,421	$	2,347		88	%
Microsource			429		742		(42	%)
Total		$	4,850	$	3,089		57	%


	Six Months Ended
(Dollars in thousands)		September 26, 2009		September 27, 2008		% change
Giga-tronics Division		$	6,623	$	6,405		3	%
Microsource			760		908		(16	%)
Total		$	7,383	$	7,313		1	%

New orders received in the second quarter of fiscal 2010 increased by 57% to $4,850,000 from the $3,089,000 received in the second quarter of fiscal 2009. New orders received in the first half of fiscal 2010 increased 1% to $7,383,000 from the $7,313,000 received in the first half of fiscal 2009. Orders at Giga-tronics increased for the three and six month periods ended September 26, 2009 primarily due to an increase in new military orders whereas orders at Microsource decreased for the three and six month periods ended September 26, 2009 primarily due to a decrease in military demand for its products.

Backlog
	Three Months Ended
(Dollars in thousands)	September 26, 2009		September 27, 2008		% change
Backlog of unfilled orders	$	7,396	$	7,664		(3	%)
Backlog of unfilled orders
shippable within one year		6,980		6,248		12	%
Previous fiscal year end backlog
reclassified during quarter as
shippable later than one year		---		---		---
Net cancellations during the quarter		---		---		---

Allocation of Net Sales
	Three Months Ended
(Dollars in thousands)	September 26, 2009		September 27, 2008		% change
Giga-tronics Division	$	3,205	$	2,438		31	%
Microsource		1,418		1,251		13	%
Total	$	4,623	$	3,689		25	%


	Six Months Ended
(Dollars in thousands)	September 26, 2009		September 27, 2008		% change
Giga-tronics Division	$	5,741	$	5,098		13	%
Microsource		3,351		2,079		61	%
Total	$	9,092	$	7,177		27	%

Fiscal 2010 second quarter net sales were $4,623,000, a 25% increase from the $3,689,000 in the second quarter of fiscal 2009. Sales at Giga-tronics Division increased 31% or $767,000 primarily due to an increase in military shipments. Sales at Microsource increased 13% or $167,000 during the second quarter of fiscal 2009 versus the second quarter of fiscal 2009 primarily due to an increase in military shipments.

Net sales for the six month period ended September 26, 2009 were $9,092,000, a 27% increase from the $7,177,000 in the six month period ended September 27, 2008. Sales at Giga-tronics increased 13% or $643,000 primarily due to an increase in military shipments. Sales at Microsource increased 61% or $1,272,000 during the first half of fiscal 2010 versus the first half of fiscal 2009 primarily due to an increase in military shipments.

In the second quarter of fiscal 2010, cost of sales increased 7% to $2,510,000 from $2,351,000 for the same period last year due to increased volume. Cost of sales as a percentage of sales improved by 9.4% for the second quarter of fiscal 2010 to 54.3% compared to 63.7% for the second quarter of fiscal 2009. The improvement was driven by a change in product mix.

For the six months ended September 26, 2009, cost of sales increased 10% to $4,865,000 from $4,442,000 for the similar period ended September 27, 2008 due to increased volume. Cost of sales as a percentage of sales improved by 8.4% for the first half of fiscal 2010 to 53.5% compared to 61.9% from the first half of fiscal 2009. The improvement was driven by a change in product mix.

Operating Expenses
	Three Months Ended
(Dollars in thousands)		September 26, 2009		September 27, 2008		% change
Engineering		$	363	$	522		(30	%)
Selling, general and administrative			1,371		1,437		(5	%)
Total		$	1,734	$	1,959		(11	%)


	Six Months Ended
(Dollars in thousands)		September 26, 2009		September 27, 2008		% change
Engineering		$	744	$	1,078		(31	%)
Selling, general and administrative			2,765		2,801		(1	%)
Total		$	3,509	$	3,879		(10	%)

Operating expenses decreased 11% or $225,000 in the second quarter of fiscal 2010 over fiscal 2009 due to greater manpower efficiencies gained as a result of implementing a new Enterprise Resource Plan (ERP) computer software system, as well as a decrease of $159,000 in product development expenses excluding customer order development (COD) engineering costs and a decrease of $66,000 in selling, general and administrative expenses. The non-recurring engineering (NRE) expenses, which are engineering efforts directed by the customer and are not internally directed projects or sustaining engineering, charged to cost of sales in the second quarter of fiscal 2010 was $106,000. In the second quarter of fiscal 2009 the engineering labor charged to cost of sales was not material. The decrease in selling, general and administrative expense is a result of lower marketing of $97,000 offset by higher administrative expenses of $19,000 and higher commission expenses of $12,000.

Operating expenses decreased 10% or $370,000 in the first half of fiscal 2010 over fiscal 2009 due to greater manpower efficiencies gained as a result of implementing a new ERP computer software system, as well as a decrease of $334,000 in product development expenses excluding COD engineering costs and a decrease of $36,000 in selling, general and administrative expenses. The NRE expenses charged to cost of sales in the first half of fiscal 2010 was $254,000. In the first half of fiscal 2009 the engineering labor charged to cost of sales was not material. The decrease in selling, general and administrative expense is a result of lower marketing of $36,000 and lower administrative expenses of $18,000 offset by higher commission expenses of $18,000.

Giga-tronics recorded a net profit of $373,000 or $0.08 per fully diluted share for the second quarter of fiscal 2010 compared to a net loss of $540,000 or $0.11 per fully diluted share in the same period last year. Giga-tronics recorded a net profit of $706,000 or $0.15 per fully diluted share for the first half of fiscal 2010 compared to a net loss of $1,062,000 or $0.22 per fully diluted share in the same period last year. A $2,000 provision for income taxes was incurred in both the first half of fiscal 2010 and fiscal 2009.

	Three Months Ended						Six Months Ended
(In thousands except per-share data)		September 26, 2009		September 27, 2008			September 26, 2009		September 27, 2008
Net income (loss) as reported		$	373	$	(540	)	$	706	$	(1,062	)
Share based Compensation			44		54			80		118
Net income (loss) non-GAAP		$	417	$	(486	)	$	786	$	(944	)


Basic and diluted earnings (loss)
per share as reported		$	0.08	$	(0.11	)	$	0.15	$	(0.22	)
Impact of share based compensation
on earnings (loss) per share			0.01		0.01			0.02		0.02
Basic and diluted earnings (loss)
per share non-GAAP		$	0.09	$	(0.10	)	$	0.17	$	(0.20	)

Shares used in per share
calculation:
Basic			4,828		4,824			4,826		4,824
Diluted			4,844		4,824			4,829		4,824

Non-GAAP net income, which excludes share based compensation, for the three month period ended September 26, 2009 would have been $44,000 higher or $417,000. Non-GAAP basic and diluted earnings per share would have been $0.09 compared to $0.08 as reported. For the same period last year, the Company’s non-GAAP net loss would have been $54,000 lower or $486,000 and the basic and diluted share loss would have been $0.10 compared to $0.11 as reported.

Non-GAAP net income, which excludes share based compensation, for the six month period ended September 26, 2009 would have been $80,000 higher or $786,000. Non-GAAP basic and diluted earnings per share would have been $0.17 compared to $0.15 as reported. For the same period last year, the Company’s non-GAAP net loss would have been $118,000 lower or $944,000 and the basic and diluted share loss would have been $0.20 compared to $0.22 as reported.

Cash used in operations amounted to $673,000 for the six months ended September 26, 2009. Cash used in operations amounted to $251,000 in the same period of fiscal 2009. Cash used in operations in the first half of fiscal 2010 is primarily attributed to increases in accounts receivable and inventory and a decrease in accounts payable partially offset by the operating profit. Cash used in operations in the first half of fiscal 2009 is primarily attributed to the operating loss offset by the net change in operating assets and liabilities in the year.

On June 16, 2009, the Company renewed its secured revolving line of credit for $1,500,000, with interest payable at prime rate plus 1.5%. The borrowing under this line of credit is based on the Company’s accounts receivable and inventory and is secured by all of the assets of the Company. The Company borrowed $500,000 under this line of credit during the six month period ended September 26, 2009 and was in compliance with all required covenants at September 26, 2009.

Future tax benefits are subject to a valuation allowance when management is unable to conclude that its deferred tax assets will more likely than not be realized from the results of operations. The Company has recorded a valuation allowance to reflect the estimated amount of deferred tax assets that may not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. Based on historical taxable income and projections for future taxable income over the periods in which the deferred tax assets become deductible, the Company may not realize benefits of these deductible differences as of September 26, 2009. Management has, therefore, established a full valuation allowance against its net deferred tax assets as of September 26, 2009.

The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures provide reasonable assurances that the information the Company is required to disclose in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period required by the Commission’s rules and forms. There were no significant changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

		GIGA-TRONICS INCORPORATED
		(Registrant)

		By:



Date:	November 4, 2009	/s/ John R. Regazzi
		John R. Regazzi
		President and Chief Executive Officer
		(Principal Executive Officer)



Date:	November 4, 2009	/s/ Patrick J. Lawlor
		Patrick J. Lawlor
		Vice President Finance/
		Chief Financial Officer & Secretary
		(Principal Accounting Officer)

[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	September 26, 2009

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from		to

California		94-2656341
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4650 Norris Canyon Road, San Ramon, CA		94583
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	[ ]	Accelerated filer	[ ]

Non-accelerated filer	[ ]	Smaller reporting company	[ X ]
(Do not check if a smaller reporting company)

(Dollars in thousands)	September 26, 2009		March 28, 2009
Raw materials	$	3,514	$	3,263
Work-in-progress		1,753		1,127
Finished goods		431		559
Demonstration inventory		506		460
Total inventory	$	6,204	$	5,409

	Three and Six Months Ended September 26, 2009
Dividend yield	None
Expected volatility	95.07%
Risk-free interest rate	1.55%
Expected term (years)	3.75

	No. of Votes on Proposal	Percent of Votes Cast
For	3,638,878	75.43%
Against	9,623	0.20%
Abstain	13,778	0.37%
Quorum	3,662,279	76.00%