8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 28, 2004

Giga-tronics Incorporated

(Exact name of registrant as specified in its charter)

California	94-2656341
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)
4650 Norris Canyon Road, San Ramon, CA	94583
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (925) 328-4650

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 2.02 Results of Operations and Financial Condition.

On October 28, 2004 Giga-tronics Incorporated announced its quarterly earnings for the second quarter of 2005. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

The list of exhibits called for by this Item is incorporated by reference to the exhibit index to this report.

SIGNATURES

     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 hereunto duly authorized.

Dated: October 29, 2004	GIGA-TRONICS INCORPORATED
	By	/s/ Mark H. Cosmez II VP Finance, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated October 28, 2004

EX-99.1

EXHIBIT 99.1

NEWS RELEASE
For Release on October 28, 2004	Contact: Mark H. Cosmez II
4:00 PM (ET) (925) 328-4656	Vice President, Finance/Chief Financial Officer

Giga-tronics Reports Second Quarter FY 2005 Results

     San Ramon, CA — Giga-tronics Incorporated (NASDAQ:GIGA) reported today a net profit from continuing operations of $148,000 or $0.03 per fully diluted share for the quarter ending September 25, 2004. This compares with a net loss of $357,000 or $0.08 per fully diluted share for the same period a year ago. For the six month period ending September 25, 2004 profit from continuing operations was $462,000 or $0.10 per fully diluted share compared to a loss of $1,633,000 or $0.35 per fully diluted share for the same period a year ago.

     For the three month period ended September 25, 2004, net profits including discontinued operations was $24,000 or $0.01 per fully diluted share. This compares with the net loss of $483,000 or $0.10 per fully diluted share for the same period a year ago. Net profit for six months ending September 25, 2004 was $381,000 or $0.08 per fully diluted share compared with a net loss of $4,115,000 or $0.88 per fully diluted share for the same period last year.

     Net sales from continuing operations increased 4.8% to $5,379,000 in the second quarter of fiscal 2005 versus $5,135,000 in the second quarter of fiscal 2004.

     During July 2004, Microsource renegotiated a long-term contract with an existing customer. As a result, the customer’s firm purchase commitment quantities have been significantly reduced, whereby the Company reversed its recorded backlog for deliveries beyond 12 months by approximately $4,854,000. Orders booked for the second quarter of fiscal 2005 were $6,107,000 before this order reversal as compared to $3,930,000 for the second quarter of fiscal 2004. Book to bill ratio exclusive of this reversal is 1.14 versus 0.77 for the same period a year ago. Backlog at quarter end was $9.9 million (approximately $7.4 million is shippable within one year) as compared to $13.1 million (approximately $5.4 million shippable within one year) in the second quarter of the prior year.

     Cash and cash equivalents at September 25, 2004 were $2,214,000 compared to $2,376,000 as of June 26, 2004.

     During the fourth quarter of fiscal 2004, Giga-tronics consummated the sale of Dymatix, which had been discontinued during the first quarter of fiscal 2004.

     Giga-tronics will host a conference call today at 4:30 PM ET to discuss the first quarter results. To participate in the call, dial 612-332-0345. The call will also be broadcast over the internet at www.gigatronics.com under “Corporate Info/Investor Relations”. The conference call discussion reflects management’s views as of October 28, 2004 only.

     Giga-tronics produces instruments, subsystems and sophisticated microwave components that have broad applications in both defense electronics and wireless telecommunications.

     Giga-tronics is a publicly held Company, traded on the NASDAQ Small Cap Market under the symbol “GIGA”.

     This press release contains forward-looking statements concerning profitability, backlog and shipments. Actual results may differ significantly due to risks and uncertainties, such as future orders, cancellations or deferrals, disputes over performance and the ability to collect receivables. For further discussion, see Giga-tronics’ annual report on Form 10-K for the fiscal year ended March 27, 2004 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”.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands except share data)	September 25, 2004			March 27, 2004
(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	2,214		$	2,752
Notes receivable		202			253
Trade accounts receivable, net		3,133			1,959
Inventories		6,708			6,920
Prepaid expenses		225			271
Total current assets		12,482			12,155
Property and equipment, net		918			1,251
Other assets		138			327
Total assets	$	13,538		$	13,733
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	941		$	1,686
Accrued commissions		362			293
Accrued payroll and benefits		906			889
Accrued warranty		488			548
Customer advances		406			58
Obligations under capital lease		—			10
Other current liabilities		512			674
Total current liabilities		3,615			4,158
Deferred rent		346			379
Total liabilities		3,961			4,537
Shareholders’ equity
Preferred stock of no par value; Authorized 1,000,000 shares; no shares outstanding at September 25, 2004 and March 27, 2004		—			—
Common stock of no par value;
Authorized 40,000,000 shares; 4,724,896 shares at September 25, 2004 and 4,724,896 shares at March 27, 2004 issued and outstanding		12,752			12,752
Accumulated deficit		(3,175	)		(3,556	)
Total shareholders’ equity		9,577			9,196
Total liabilities and shareholders’ equity	$	13,538		$	13,733

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Six Months Ended
(In thousands except per share data)	September 25, 2004			September 27, 2003			September 25, 2004			September 27, 2003
(Unaudited)
Net sales	$	5,379		$	5,135		$	11,079			10,374
Cost of sales		3,050			3,220			6,179			7,096
Gross profit		2,329			1,915			4,900			3,278
Product development		809			865			1,653			1,853
Selling, general and administrative		1,371			1,420			2,784			3,064
Operating expenses		2,180			2,285			4,437			4,917
Operating income (loss)		149			(370	)		463			(1,639	)
Interest income, net		(1	)		13			3			10
Income (loss) from continuing operations before income taxes		148			(357	)		466			(1,629	)
Provision for income taxes		—			—			4			4
Income (loss) from continuing operations		148			(357	)		462			(1,633	)
Loss on discontinued operations, net of income taxes		(124	)		(126	)		(81	)		(2,482	)
Net income (loss)	$	24		$	(483	)	$	381		$	(4,115	)
Basic net income (loss) per share:
From continuing operations	$	0.03		$	(0.08	)	$	0.10		$	(0.35	)
On discontinued operations		(0.02	)		(0.02	)		(0.02	)		(0.53	)
Basic net income (loss) per share	$	0.01		$	(0.10	)	$	0.08		$	(0.88	)
Diluted net income (loss) per share:
From continuing operations	$	0.03		$	(0.08	)	$	0.10		$	(0.35	)
On discontinued operations		(0.02	)		(0.02	)		(0.02	)		(0.53	)
Diluted net income (loss) per share	$	0.01		$	(0.10	)	$	0.08		$	(0.88	)
Shares used in per share calculation:
Basic		4,725			4,696			4,725			4,695
Dilutive		4,732			4,696			4,734			4,695