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): January 29, 2004

SYMMETRICOM, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-02287	95-1906306
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2300 Orchard Parkway, San Jose, California 95131-1017

(Address of principal executive offices, including zip code)

(408) 433-0910

(Registrant’s telephone number, including area code)

Not Applicable

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

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

(c) Exhibits.

The following exhibits are filed with this Form 8-K:

99.1 Press Release dated January 29, 2004.

Item 12: Results of Operations and Financial Condition.

On January 29, 2004, we issued a press release, which sets forth our results of operations for the quarter ended December 31, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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SIGNATURES

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

Date:    January 29, 2004	By:	/s/  Thomas W. Steipp
		Thomas W. Steipp
		President and Chief Executive Officer

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Exhibit Index

Exhibit 99.1 Press Release dated January 29, 2004.

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EX-99.1

Exhibit 99.1

For more information contact:
Bill Slater	Ellen Brook
Chief Financial Officer	Stapleton Communications Inc.
(408) 428-7801	(650) 470-0200
bslater@symmetricom.com	ellen@stapleton.com

SYMMETRICOM REPORTS FISCAL 2ND QUARTER FINANCIAL RESULTS

Completes integration of Datum and TrueTime; Revenues increase 6 percent sequentially

SAN JOSE, Calif. — Jan. 29, 2004 — Symmetricom, Inc. (NASDAQ:SYMM), a leading worldwide supplier of atomic clocks and network synchronization and timing solutions, today reported results for its fiscal second quarter ended December 31, 2003.

Fiscal second quarter net sales were $41.0 million, an increase of $2.5 million, or 6.4 percent, over prior quarter sales of $38.5 million.

The net loss for the fiscal second quarter was $3.8 million, or $(0.09) per share. The loss includes a restructuring charge of $6.8 million, which equates to $(0.10) per share after tax, primarily related to the closure and consolidation of the Irvine manufacturing plant. The net loss for the prior quarter was $2.3 million, or $(0.05) per share, including a restructuring charge of $770,000, which equated to $(0.01) per share after tax.

“I am pleased with Symmetricom’s performance this quarter, especially with regard to revenue, gross margin and operating expenses,” said Thomas Steipp, chief executive officer of Symmetricom. “We completed the closure of the Irvine facility, marking the completion of the integration of Datum and TrueTime into Symmetricom. We also had a significant increase in China-related revenue, which reached six percent of total revenue, and the addition of two new broadband customers for a total of $1.7 million in orders to be shipped over the next four quarters.”

Outlook for Q3 FY04

Symmetricom expects fiscal third quarter FY04 revenue to be within a range of $40 million and $45 million and fiscal third quarter earnings to be in the range of $0.02 to $0.05 per share.

INVESTOR CONFERENCE CALL

As previously announced, management will hold a conference call to discuss these results today, January 29, 2004 at 1:30 p.m. Pacific Time. Those wishing to join should dial 773-756-4625, passcode “Symmetricom”. Please reference the conference leader: Thomas Steipp. A live webcast of the conference call will also be available via the company’s website at www.symmetricom.com or www.vcall.com. A replay of the call will be available for one week. To access the replay, please dial 888-562-6119.

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About Symmetricom

Symmetricom, Inc. is a leading worldwide supplier of atomic clocks and network synchronization and timing solutions. The company designs, manufactures, markets and provides services for wireline and wireless synchronization; space, defense and aerospace systems; network time servers; as well as G.shdsl-based broadband network equipment for the telecom, government and enterprise markets. Symmetricom is based in San Jose, California. For more information visit http://www.symmetricom.com.

Safe Harbor

This press release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbor created by those sections. These forward-looking statements include statements concerning estimates of future revenue and earnings. Symmetricom’s actual results could differ materially from those projected or suggested in these forward-looking statements. Factors that could cause future actual results to differ materially from the results projected in or suggested by such forward-looking statements include: reduced rates of demand for telecommunication products and test and measurement products, timing of orders, cancellation or delay of customer orders, difficulties in manufacturing products to specification, customer acceptance of new products, customer delays in qualification and field trials of key new products, geopolitical risks such as terrorist acts and the risk factors listed from time to time in Symmetricom’s reports filed with the Securities and Exchange Commission, including but not limited to, the report on Form 10-K for the year ended June 30, 2003 and the report on Form 10-Q for the quarter ended September 30, 2003.

Note: Financial schedules attached

SYMMETRICOM, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(unaudited)

	Three months ended December 31,						Six months ended December 31,
	2003			2002			2003			2002
Net sales	$	40,953		$	39,967		$	79,431		$	58,250
Cost of sales		24,174			23,727			47,407			35,606
Amortization of purchased technology		975			861			1,962			1,119
Write-off of Telmax royalty		—			567			—			567
Integration and restructuring charges		5,199			43			5,641			43
Gross Profit		10,605			14,769			24,421			20,915
Operating Expenses:
Research and development		4,043			5,561			8,802			8,754
Selling, general and administrative		10,670			12,025			22,147			19,075
Amortization of intangibles		208			659			401			724
Integration and restructuring charges		1,562			884			1,890			1,008
Impairment of goodwill		—			15,335			—			15,335
Acquired In-process research and development		—			1,561			—			1,561
Operating loss		(5,878	)		(21,256	)		(8,819	)		(25,542	)
Loss on investments		—			(252	)		—			(450	)
Interest income		91			169			165			358
Interest expense		(154	)		(147	)		(305	)		(296	)
Loss before income taxes		(5,941	)		(21,486	)		(8,959	)		(25,930	)
Income tax benefit		(2,074	)		(2,122	)		(2,836	)		(3,469	)
Net loss from continuing operations		(3,867	)		(19,364	)		(6,123	)		(22,461	)
Gain (Loss) from discontinued operations, net of tax		18			(490	)		(16	)		(490	)
Net loss	$	(3,849	)	$	(19,854	)	$	(6,139	)	$	(22,951	)
Loss per share - basic and diluted:
Loss from continuing operations	$	(0.09	)	$	(0.54	)	$	(0.14	)	$	(0.77	)
Loss from discontinued operations		—			(0.01	)		—			(0.02	)
Net loss	$	(0.09	)	$	(0.55	)	$	(0.14	)	$	(0.79	)
Weighted average shares outstanding - basic and diluted		43,416			36,213			42,965			29,133

SYMMETRICOM, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

(unaudited)

	December 31, 2003			June 30, 2003
ASSETS
Current assets:
Cash and cash equivalents	$	15,160		$	32,284
Restricted cash		3,000			3,396
Short-term investments		10,760			735
Accounts receivable, net		24,756			23,776
Inventories, net		29,845			29,070
Prepaids and other current assets		15,774			13,853
Total current assets		99,295			103,114
Property, plant and equipment, net		29,626			31,222
Goodwill, net		49,248			50,200
Other intangible assets, net		16,894			19,128
Deferred taxes and other assets		33,798			29,726
Note receivable from employee		500			500
Total assets	$	229,361		$	233,890
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,237		$	12,246
Accrued compensation		8,870			12,191
Accrued warranty		4,141			4,021
Other accrued liabilities		10,618			10,528
Current maturities of long-term obligations		1,068			996
Total current liabilities		35,934			39,982
Long-term obligations		10,064			10,057
Deferred income taxes		411			419
Total liabilities		46,409			50,458
Stockholders’ equity:
Common stock		164,460			159,194
Stockholder note receivable		(555	)		(555	)
Accumulated other comprehensive income (loss)		102			(178	)
Deferred compensation		(1,020	)		(1,133	)
Retained earnings		19,965			26,104
Total stockholders’ equity		182,952			183,432
Total liabilities and stockholders’ equity	$	229,361		$	233,890