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 31, 2003

GIGA-TRONICS INCORPORATED

(Exact name of registrant as specified in its charter)

California	0-12719	94-2656341
(State or jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4650 Norris Canyon Road
San Ramon, CA 94583
(Address, including zip code, of principal executive offices)

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

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

TABLE OF CONTENTS

	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
	Item 12. Results of Operations and Financial Condition.
SIGNATURE
Exhibit Index
Exhibit 99.1

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

     (a)  Financial Statements.

               Not applicable.

     (b)  Pro Forma Financial Information.

               Not applicable.

     (c)  Exhibits

99.1 Press Release dated October 30, 2003 announcing the Registrant’s results for the fiscal quarter ended September 27, 2003.

Item 12. Results of Operations and Financial Condition.

     On October 30, 2003, Giga-tronics Incorporated issued a press release reporting its results for the fiscal quarter ended September 27, 2003. The full text of the press release is set forth in Exhibit 99.1 hereto.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GIGA-TRONICS INCORPORATED
Dated: October 31, 2003	By:	/s/ Mark H. Cosmez II
		Mark H. Cosmez II, VP Finance,
		Chief Financial Officer and
		Secretary

Exhibit Index

Exhibit Number	Exhibit Title
99.1	Press Release dated October 30, 2003 announcing the Registrant’s results for the fiscal quarter ended September 27, 2003.

EX-99.1 3 f94117exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

NEWS RELEASE

For Release on October 30, 2003	Contact: Mark H. Cosmez II
4:00 PM (ET) (925) 328-4656	Vice President, Finance/Chief Financial Officer

Giga-tronics Reports Improved Results for the Second Quarter of FY 2004

          San Ramon, CA — Giga-tronics Incorporated (NASDAQ/NMS: GIGA) reported today that continuing cost reduction efforts have resulted in a substantial decline in losses.

          Net loss from continuing operations for the second quarter was $357,000 or $0.08 per fully diluted share, down 72% from $1,276,000 or $0.27 per fully diluted share of the preceding quarter, and down 61% from $918,000 or $0.20 per fully diluted share for the same period a year ago.

          For the six month period, net loss from continuing operations was $1,633,000 or $0.35 per fully diluted share, down 26% from $2,204,000 or $0.47 per fully diluted share last year. Net sales from continuing operations were flat quarter to quarter and for the six months decreased 4% from the prior year. In the latter part of the first quarter of FY 2004, Giga-tronics elected to discontinue the operations at its Dymatix division.

     When discontinued operations are included, the net loss in the second quarter decreased 63% to $483,000 or $0.10 per fully diluted share compared to $1,298,000 or $0.28 per fully diluted share for the second quarter last year as our actions to decrease our cost structure improved our results. For the six months, the net loss was $4,115,000 or $0.88 per share fully diluted versus $2,897,000 or $0.62 per fully diluted share for the same period a year ago.

     Orders booked in the second quarter from continuing operations increased slightly to $3,930,000 from $3,872,000 last year and for the six months were $6,748,000 compared to $6,700,000 a year ago. Backlog at quarter end was $13.1 million (approximately $5.4 million is shippable within one year) as compared to $17.1 million (approximately $6.9 million shippable within one year) in the second quarter of the prior year.

     Cash and cash equivalents at September 27, 2003 increased 8% or $321,000 to $4,132,000 versus $3,811,000 as of June 28, 2003.

     Giga-tronics will host a conference call today at 4:30 PM ET to discuss the second quarter results. To participate in the call, dial 612-332-0418. The call will also be broadcast on the internet at www.gigatronics.com under “Corporate Info/Investor Relations”. The conference call discussion reflects management’s views as of October 30, 2003 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 National 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 29, 2003 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”.

GIGA-TRONICS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)

		Three Months Ended						Six Months Ended
		Sept. 27, 2003			Sept. 28, 2002			Sept. 27, 2003			Sept 28, 2002
Net sales		$	5,135		$	5,112		$	10,374		$	10,843
Cost of sales			3,220			3,384			7,096			7,314
Gross profit			1,915			1,728			3,278			3,529
Product development			865			1,042			1,853			2,530
Selling, general and administrative			1,420			1,571			3,064			3,252
Amortization of intangibles			—			6			—			10
Operating expenses			2,285			2,619			4,917			5,792
Operating loss			(370	)		(891	)		(1,639	)		(2,263	)
Other expense (income)			—			(45	)		—			(71	)
Interest income, net			13			18			10			30
Loss from continuing operations before income taxes			(357	)		(918	)		(1,629	)		(2,304	)
Provision (benefit) for income taxes			—			—			4			(100	)
Loss from continuing operations		$	(357	)	$	(918	)	$	(1,633	)	$	(2,204	)
Loss on discontinued operations, net of income taxes			(126	)		(380	)		(2,482	)		(693	)
Net loss		$	(483	)	$	(1,298	)	$	(4,115	)	$	(2,897	)
Basic and diluted net loss per share:
	From continuing operations	$	(0.08	)	$	(0.20	)	$	(0.35	)	$	(0.47	)
	On discontinued operations		(0.02	)		(0.08	)		(0.53	)		(0.15	)
	Basic and diluted net loss per share	$	(0.10	)	$	(0.28	)	$	(0.88	)	$	(0.62	)
Shares used in per share calculation:
	Basic and dilutive		4,696			4,666			4,695			4,661

GIGA-TRONICS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share data)

		Sept. 27, 2003			March 29, 2003
Assets
Current assets
	Cash and cash equivalents	$	4,132		$	5,005
	Trade accounts receivable, net		2,292			3,245
	Inventories		7,190			10,244
	Income tax refund receivable		—			100
	Prepaid expenses		347			488
Total current assets			13,961			19,082
Property and equipment, net			1,689			2,274
Other assets			388			433
Total assets		$	16,038		$	21,789
Liabilities and shareholders’ equity
Current liabilities
	Accounts payable	$	976		$	1,723
	Accrued commissions		240			249
	Accrued payroll and benefits		1,005			1,038
	Accrued warranty		784			859
	Customer advances		70			796
	Obligations under capital lease		45			76
	Other current liabilities		737			719
Total current liabilities			3,857			5,460
Obligations under capital lease, net of current portion			—			10
Deferred rent			325			359
Total liabilities			4,182			5,829
Shareholders’ equity
Preferred stock of no par value Authorized 1,000,000 shares; no shares outstanding at Sept. 27, 2003 and March 29, 2003			—			—
Common stock of no par value; Authorized 40,000,000 shares; 4,703,786 shares at Sept. 27, 2003 and 4,693,080 shares at March 29, 2003 issued and outstanding			12,706			12,695
Retained earnings			(850	)		3,265
Total shareholders’ equity			11,856			15,960
Total liabilities and shareholders’ equity		$	16,038		$	21,789

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EX-99.1

exv99w1