8-K

UNITED STATES 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, 2006

Giga-tronics Incorporated

(Exact name of registrant as specified in its charter)

California	0-12719	94-2656341
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification Number)

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):

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

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

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

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

Item 2.02     Results of Operations and Financial Condition.

On October 31, 2006, Giga-tronics Incorporated announced its quarterly earnings for the second quarter of fiscal 2007. 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 31, 2006	GIGA-TRONICS INCORPORATED
	By	/s/ Mark H. Cosmez II
		Mark H. Cosmez II
		VP Finance, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 31, 2006

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

For Release on October 31, 2006
4:00 p.m. (ET)    (925) 328-4656 Contact: Mark H. Cosmez II
Vice President, Finance/Chief Financial Officer

Giga-tronics Reports Second Quarter FY 2007 Results

     San Ramon, CA — Giga-tronics Incorporated (NASDAQ:GIGA) reported today a net loss of $403,000 or $0.08 per fully diluted share for the quarter ending September 30, 2006. This compares with the net loss of $1,137,000 or $0.24 per fully diluted share for the same period a year ago. Net loss for the six months ending September 30, 2006 was $1,430,000 or $0.30 per fully diluted share compared with a net loss of $904,000 or $0.19 per fully diluted share for the same period last year.

     Orders improved 215% in the second quarter of fiscal 2007 to $5,812,000 from $1,847,000 for the second quarter of fiscal 2006. Our book to bill ratio increased to 1.48 versus 0.51 for the same period a year ago.

     Net sales from continuing operations increased 8.9% to $3,934,000 in the second quarter of fiscal 2007 versus $3,614,000 in the second quarter of fiscal 2006.

     Backlog at quarter end was $11.8 million (approximately $8.0 million is shippable within one year) as compared to $13.7 million (approximately $7.0 million shippable within one year) at second quarter end of the prior year.

     Cash and cash equivalents decreased 11.8% to $3,286,000 at September 30, 2006 compared to $3,726,000 as of June 24, 2006.

     Giga-tronics will host a conference call today at 4:30 p.m. ET to discuss the second quarter results. To participate in the call, dial 612-288-0329. The call will also be broadcast over the internet at www.gigatronics.com under “Investor Relations”. The conference call discussion reflects management’s views as of October 31, 2006 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 Capital 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-KSB for the fiscal year ended March 25, 2006 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 30, 2006			March 25, 2006
(Unaudited)
Assets
Current assets Cash and cash equivalents	$	3,286		$	3,412
Notes receivable		—			3
Trade accounts receivable, net		1,557			3,435
Inventories		5,767			4,813
Prepaid expenses and other assets		260			219
Total current assets		10,870			11,882
Property and equipment, net		375			337
Other assets		103			127
Total assets	$	11,348		$	12,346
Liabilities and shareholders’ equity
Current liabilities Accounts payable	$	1,019		$	870
Accrued commissions		117			171
Accrued payroll and benefits		733			781
Accrued warranty		190			250
Customer advances		997			521
Other current liabilities		379			433
Total current liabilities		3,435			3,026
Deferred rent		173			222
Total liabilities		3,608			3,248
Shareholders’ equity
Preferred stock of no par value; Authorized 1,000,000 shares; no shares outstanding at September 30, 2006 and March 25, 2006		—			—
Common stock of no par value; Authorized 40,000,000 shares; 4,809,021 shares at September 30, 2006 and March 25, 2006 issued and outstanding		13,075			13,003
Accumulated deficit		(5,335	)		(3,905	)
Total shareholders’ equity		7,740			9,098
Total liabilities and shareholders’ equity	$	11,348		$	12,346

CONSOLIDATED STATEMENTS OF OPERATIONS
	Three Months Ended						Six Months Ended
(In thousands except per share data)	September 30, 2006			September 24, 2005			September 30, 2006			September 24, 2005
(Unaudited)
Net sales	$	3,934		$	3,614		$	7,320			9,397
Cost of sales		2,077			2,391			4,264			5,529
Gross profit		1,857			1,223			3,056			3,868
Product development		938			1,043			1,899			2,009
Selling, general and administrative		1,368			1,331			2,665			2,784
Operating expenses		2,306			2,374			4,564			4,793
Operating loss		(449	)		(1,151	)		(1,508	)		(925	)
Interest income, net		37			9			66			14
Loss from continuing operations before income taxes		(412	)		(1,142	)		(1,442	)		(911	)
Provision for income taxes		1			—			1			4
Loss from continuing operations		(413	)		(1,142	)		(1,443	)		(915	)
Income on discontinued operations, net of income taxes		10			5			13			11
Net loss	$	(403	)	$	(1,137	)	$	(1,430	)	$	(904	)
Basic net loss per share:
From continuing operations	$	(0.08	)	$	(0.24	)	$	(0.30	)	$	(0.19	)
On discontinued operations		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Basic net loss per share	$	(0.08	)	$	(0.24	)	$	(0.30	)	$	(0.19	)
Diluted net loss per share:
From continuing operations	$	(0.08	)	$	(0.24	)	$	(0.30	)	$	(0.19	)
On discontinued operations		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Diluted net loss per share	$	(0.08	)	$	(0.24	)	$	(0.30	)	$	(0.19	)
Shares used in per share calculation:
Basic		4,809			4,778			4,809			4,755
Dilutive		4,809			4,778			4,809			4,755