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): July 31, 2007

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 July 31, 2007, Giga-tronics Incorporated announced its first quarter fiscal year 2008 results. 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: August 1, 2007	GIGA-TRONICS INCORPORATED
	By:	/s/ Patrick J. Lawlor
	Patrick J. Lawlor
	VP Finance, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 31, 2007

EX-99.1

Exhibit 99.1

NEWS RELEASE

For Release on July 31, 2007	Contact: Pat Lawlor
4:00 PM (ET) (925) 328-4656	Vice President, Finance/Chief Financial Officer

Giga-tronics Reports First Quarter Results

     San Ramon, CA — Giga-tronics Incorporated (NASDAQ: GIGA) reported today a net profit of $92,000 or $0.02 per fully diluted share for the quarter ending June 30, 2007. This compares with a net loss of $1,027,000 or $0.21 per fully diluted share for the same period a year ago. The net profit in the first quarter of fiscal 2008 resulted from a 37% net sales increase to $4,628,000 versus $3,386,000 in the first quarter of fiscal 2007 along with a 6.5% net margin improvement to 42%. Operating expenses decreased 14% or $317,000 in the first quarter of fiscal 2008 over fiscal 2007. This was primarily due to decreases of $375,000 in product development expenses. Also included in the $92,000 net profit for the first quarter of fiscal year 2008 was a one time restructuring charge of $80,000 or $0.02 per fully diluted share in severance costs.

     During the three month period ended June 30, 2007, the Company recorded $64,000 as income on discontinued operations due to the receipt of a payment of $18,000 on previously reserved receivables, a payment of $41,000 from the sale of a previously written off asset, and an adjustment of $5,000 to the sub-lease accrual.

     Orders improved 70% in the first quarter of fiscal 2008 to $4,980,000 from $2,933,000 for the first quarter of fiscal 2007. Our book-to-bill ratio increased to 1.08 versus 0.87 in the same period a year ago.

     Backlog at quarter end was $8.8 million (approximately $5.9 million is shippable within one year) as compared to $9.9 million (approximately $5.8 million was shippable within one year) at the end of the first quarter of the prior year.

     Cash and cash equivalents at June 30, 2007 were $1,815,000 compared to $1,804,000 as of March 31, 2007.

     Giga-tronics will host a conference call today at 4:30 p.m. ET to discuss the first quarter results. To participate in the call, dial (866) 463-5401, and enter Access Code 864928#. 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 July 31, 2007 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 (formerly 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-KSB for the fiscal year ended March 31, 2007 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 30, 2007			March 31, 2007
(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	1,815		$	1,804
Trade accounts receivable, net		2,394			2,750
Inventories		5,766			5,841
Prepaid expenses and other assets		465			360
Total current assets		10,440			10,755
Property and equipment, net		315			324
Other assets		29			82
Total assets	$	10,784		$	11,161
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	881		$	1,106
Accrued commissions		231			192
Accrued payroll and benefits		678			666
Accrued warranty		195			207
Customer advances		563			681
Income taxes payable		2			—
Other current liabilities		498			623
Total current liabilities		3,048			3,475
Deferred rent		203			293
Total liabilities		3,251			3,768
Commitments
Shareholders’ equity
Preferred stock of no par value; Authorized 1,000,000 shares; no shares outstanding at June 30, 2007 and March 31, 2007		—			—
Common stock of no par value; Authorized 40,000,000 shares; 4,809,021 shares at June 30, 2007 and March 31, 2007 issued and outstanding		13,213			13,165
Accumulated deficit		(5,680	)		(5,772	)
Total shareholders’ equity		7,533			7,393
Total liabilities and shareholders’ equity	$	10,784		$	11,161

Consolidated Statements Of Operations
	Three Months Ended
(In thousands except per share data)	June 30, 2007		June 24, 2006
(Unaudited)
Net sales	$	4,628	$	3,386
Cost of sales		2,684		2,187
Gross profit		1,944		1,199
Product development		586		961
Selling, general and administrative		1,275		1,297
Restructuring		80		—
Operating expenses		1,941		2,258
Operating income (loss)		3		(1,059	)
Other income		13		—
Interest income, net		14		29
Income (loss) from continuing operations before income taxes		30		(1,030	)
Provision for income taxes		2		—
Income (loss) from continuing operations		28		(1,030	)
Income on discontinued operations, net of income taxes		64		3
Net income (loss)	$	92	$	(1,027	)
Basic and diluted net income (loss) per share:
From continuing operations	$	0.01	$	(0.21	)
On discontinued operations		0.01		(0.00	)
Basic and diluted net income (loss) per share	$	0.02	$	(0.21	)
Shares used in per share calculation:
Basic		4,809		4,809
Diluted		4,863		4,809