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): April 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 April 29, 2004.

Item 12: Results of Operations and Financial Condition.

On April 29, 2004, we issued a press release, which sets forth our results of operations for the quarter ended March 31, 2004. 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: April 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 April 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 3RD QUARTER FINANCIAL RESULTS

Company Returns to Profitability and Positive Cash Flow; Revenue Hits Post-Acquisition

High of $43.7 Million

SAN JOSE, Calif. — April 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 third quarter ended March 31, 2004.

Fiscal third quarter revenue was $43.7 million, an increase of $2.8 million, or 6.8 percent, over prior quarter revenue of $41.0 million, and an increase of $6.9 million, or 18.7 percent, over the same period last year. For the nine month period ended March 31, 2004, revenue was $123.2 million, an increase of $28.1 million, or 29.5 percent, over the prior year period. The net profit from continuing operations for the fiscal third quarter was $1.8 million, or $0.04 per share on a fully diluted basis, which compares to a net loss from continuing operations for the prior quarter of $3.9 million, or $(0.09) per share, including a $0.10 per share restructuring charge. The company posted a net loss from continuing operations of $5.4 million, or $(0.13) per share, for the same period last year, which includes acquisition related restructuring charges of $0.03 per share. The net loss from continuing operations for the nine month period ended March 31, 2004, was $4.4 million, or $(0.10) per share, including various acquisition related charges of $0.11 per share. This compares to a net loss from continuing operations in the prior year period of $27.9 million, or $(0.83) per share, including acquisition related charges of $0.57 per share.

Comparison of nine month revenue and net loss results may not be meaningful as prior year results do not include full period results for Datum and TrueTime, which were both acquired in October 2002.

“All of our hard work over the last year has resulted in the company’s return to profitability,” said Thomas Steipp, chief executive officer of Symmetricom. “Revenue hit a post-acquisition high on the strength of our wireline, wireless and government businesses, while our continued focus on cost control and efficiency led to improved gross margins, exclusive of restructuring costs, for the fourth consecutive quarter. We are also pleased that our strong performance increased our cash and investment balances to $36.2 million in the third fiscal quarter from $28.9 million at the end of the prior quarter.”

Outlook for Q4 FY04

Symmetricom expects fiscal fourth quarter revenue to be between $43 million and $48 million and fiscal fourth quarter earnings to be between $0.04 and $0.07 per share. As a result of the acquisitions of Datum and TrueTime, Symmetricom has excess office and manufacturing space that it is seeking to sub-lease. Should Symmetricom be unable to find tenants for these vacant facilities, the company will have to take an additional lease impairment charge that will impact operating results.

INVESTOR CONFERENCE CALL

As previously announced, management will hold a conference call to discuss these results today, April 29, 2004 at 1:30 p.m. Pacific Time. Those wishing to join should dial 712-257-0003, 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 800-282-5583.

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 or test and measurement products, timing of orders, cancellation or delay of customer orders, difficulties in manufacturing products to specification or customer volume requirements, 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 subsequent Form 10-Q and Form 8-K filings.

Note: Financial schedules attached

SYMMETRICOM, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(unaudited)

	Three months ended March 31,						Nine months ended March 31,
	2004			2003			2004			2003
Net revenue	$	43,748		$	36,861		$	123,179		$	95,111
Cost of products and services		25,624			21,697			73,031			57,303
Amortization of purchased technology		978			1,057			2,940			2,176
Write-off of Telmax royalty		—			—			—			567
Integration and restructuring charges		—			160			5,641			203
Gross Profit		17,146			13,947			41,567			34,862
Operating Expenses:
Research and development		3,798			6,027			12,600			14,781
Selling, general and administrative		10,740			13,179			32,887			32,254
Amortization of intangibles		218			229			619			953
Integration and restructuring charges		—			2,223			1,890			3,231
Impairment of goodwill		—			—			—			15,335
Acquired In-process research and development		—			—			—			1,561
Operating income (loss)		2,390			(7,711	)		(6,429	)		(33,253	)
Loss on investments		—			—			—			(450	)
Interest income		95			158			260			516
Interest expense		(143	)		(169	)		(448	)		(465	)
Earnings (loss) before income taxes		2,342			(7,722	)		(6,617	)		(33,652	)
Income tax provision (benefit)		592			(2,322	)		(2,244	)		(5,791	)
Net earnings (loss) from continuing operations		1,750			(5,400	)		(4,373	)		(27,861	)
Loss from discontinued operations, net of tax		(1	)		(694	)		(17	)		(1,184	)
Net earnings (loss)	$	1,749		$	(6,094	)	$	(4,390	)	$	(29,045	)
Earnings (loss) per share - basic:
Earnings (loss) from continuing operations	$	0.04		$	(0.13	)	$	(0.10	)	$	(0.83	)
Loss from discontinued operations		—			(0.01	)		—			(0.04	)
Net earnings (loss)	$	0.04		$	(0.14	)	$	(0.10	)	$	(0.87	)
Weighted average shares outstanding - basic		44,226			42,131			43,386			33,465
Earnings (loss) per share - diluted:
Earnings (loss) from continuing operations	$	0.04		$	(0.13	)	$	(0.10	)	$	(0.83	)
Loss from discontinued operations		—			(0.01	)		—			(0.04	)
Net earnings (loss)	$	0.04		$	(0.14	)	$	(0.10	)	$	(0.87	)
Weighted average shares outstanding - diluted		46,014			42,131			43,386			33,465

SYMMETRICOM, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

(unaudited)

	March 31, 2004			June 30, 2003
ASSETS
Current assets:
Cash and cash equivalents	$	22,288		$	32,284
Restricted cash		3,000			3,396
Short-term investments		10,886			735
Accounts receivable, net		27,958			23,776
Inventories, net		29,359			29,070
Prepaids and other current assets		14,684			13,853
Total current assets		108,175			103,114
Property, plant and equipment, net		28,291			31,222
Goodwill, net		49,248			50,200
Other intangible assets, net		15,758			19,128
Deferred taxes and other assets		31,000			29,726
Note receivable from employee		500			500
Total assets	$	232,972		$	233,890
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,864		$	12,246
Accrued compensation		8,279			12,191
Accrued warranty		3,529			4,021
Other accrued liabilities		9,537			10,528
Current maturities of long-term obligations		1,108			996
Total current liabilities		34,317			39,982
Long-term obligations		9,102			10,057
Deferred income taxes		416			419
Total liabilities		43,835			50,458
Stockholders’ equity:
Common stock		169,183			159,194
Stockholder note receivable		(555	)		(555	)
Accumulated other comprehensive loss		(16	)		(178	)
Deferred compensation		(1,189	)		(1,133	)
Retained earnings		21,714			26,104
Total stockholders’ equity		189,137			183,432
Total liabilities and stockholders’ equity	$	232,972		$	233,890