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): July 20, 2004

GIGA-TRONICS INCORPORATED

(Exact name of registrant as specified in its charter)

California	0-12719	94-2656341
(State or jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		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 5. Other Events and Regulation FD Disclosure
	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 5. Other Events and Regulation FD Disclosure.

See the press release attached as Exhibit 99.1 and described in Item 12 below.

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 July 20, 2004 announcing the Registrant’s results for the fiscal quarter ended June 26, 2004 and the Company’s listing on the Nasdaq Small Cap. Market

Item 12. Results of Operations and Financial Condition.

     On July 20, 2004, Giga-tronics Incorporated issued a press release reporting its results for the fiscal quarter ended June 26, 2004 and the Company’s listing on the Nasdaq Small Cap. Market. 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: July 20, 2004	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 July 20, 2004 announcing the Registrant’s results for the fiscal quarter ended June 26, 2004 and the Company’s listing on the Nasdaq Small Cap. Market

EX-99.1

Exhibit 99.1

NEWS RELEASE
For Release on July 20, 2004
4:00 PM (ET) (925) 328-4656 Contact: Mark H. Cosmez II
Vice President, Finance/Chief Financial Officer

Giga-tronics Reports First Quarter Profit.
Lists on Nasdaq Small Cap.

     San Ramon, CA — Giga-tronics Incorporated (NASDAQ/NMS: GIGA) reported today a net profit of $357,000 or $0.08 per fully diluted share for the quarter ending June 26, 2004. This compares with a net loss of $3,632,000 or $0.77 per fully diluted share for the same period a year ago.

     Profit from continuing operations for the first quarter was $314,000 or $0.07 per fully diluted share compared to a loss from continuing operations of $1,276,000 or $0.27 per fully diluted share for the same period a year ago.

     Net sales from continuing operations increased 9% to $5,700,000 in the first quarter of fiscal 2005 versus $5,239,000 in the first quarter of fiscal 2004.

     Orders from continuing operations increased 23% in the first quarter of FY 2005 from the same quarter a year ago. Our book-to-bill ratio in the first quarter of fiscal 2005 was 0.61 compared to 0.54 in the first quarter of last year.

     Orders booked in the first quarter from continuing operations were $3,467,000 compared to $2,818,000 last year. Backlog at quarter end was $14.1 million (approximately $5.8 million is shippable within one year) as compared to $14.3 million (approximately $5.7 million was shippable within one year) at the end of the first quarter of the prior year.

     Cash and cash equivalents at June 26, 2004 were $2,376,000 compared to $2,752,000 as of March 27, 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.

     The Company also announced that its stock would commence listing on the Nasdaq Small Cap Market on July 22, 2004. Nasdaq previously informed the Company that it no longer met the National Market listing requirement of $10,000,000 in minimum shareholders’ equity. Because the Company does not expect to be able to increase its shareholders’ equity to this amount in the near term, it has applied for and been accepted for listing of its common stock on the Nasdaq Small Cap Market. Its ticker symbol will remain “GIGA”.

     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 July 20, 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 National Market (on and after July 22 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)	June 26, 2004			March 27, 2004
(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	2,376		$	2,752
Notes receivable		257			253
Trade accounts receivable, net		2,610			1,959
Inventories		6,875			6,920
Prepaid expenses		350			271
Total current assets		12,468			12,155
Property and equipment, net		1,089			1,251
Other assets		313			327
Total assets	$	13,870		$	13,733
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	1,421		$	1,686
Accrued commissions		243			293
Accrued payroll and benefits		875			889
Accrued warranty		512			548
Customer advances		358			58
Obligations under capital lease		2			10
Income taxes payable		4			—
Other current liabilities		539			674
Total current liabilities		3,954			4,158
Deferred rent		363			379
Total liabilities		4,317			4,537
Shareholders’ equity
Preferred stock of no par value; Authorized 1,000,000 shares; no shares outstanding at June 26, 2004 and March 27, 2004		—			—
Common stock of no par value;
Authorized 40,000,000 shares; 4,724,896 shares at June 26, 2004 and 4,724,896 shares at March 27, 2004 issued and outstanding		12,752			12,752
Retained earnings (accumulated deficit)		(3,199	)		(3,556	)
Total shareholders’ equity		9,553			9,196
Total liabilities and shareholders’ equity	$	13,870		$	13,733

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended
(In thousands except share data)	June 26, 2004		June 28, 2003
(Unaudited)
Net sales	$	5,700	$	5,239
Cost of sales		3,129		3,876
Gross profit		2,571		1,363
Product development		844		988
Selling, general and administrative		1,413		1,644
Operating expenses		2,257		2,632
Operating income (loss)		314		(1,269	)
Other expense		—		—
Interest income, net		4		(3	)
Income (loss) from continuing operations before income taxes		318		(1,272	)
Provision for income taxes		4		4
Income (loss) from continuing operations	$	314	$	(1,276	)
Income (loss) on discontinued operations, net of income taxes		43		(2,356	)
Net income (loss)	$	357	$	(3,632	)
Basic net income (loss) per share:
From continuing operations	$	0.07	$	(0.27	)
On discontinued operations		0.01		(0.50	)
Basic net income (loss) per share	$	0.08	$	(0.77	)
Diluted net income (loss) per share:
From continuing operations	$	0.07	$	(0.27	)
On discontinued operations		0.01		(0.50	)
Diluted net income (loss) per share	$	0.08	$	(0.77	)
Shares used in per share calculation:
Basic		4,725		4,693
Dilutive		4,745		4,693