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): August 10, 2010

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)

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:

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

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

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

¨ 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 August 10, 2010, we issued a press release, which sets forth certain financial results for the quarter and year ended June 27, 2010. 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.

Item 9.01: Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits.

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

99.1 Press Release dated August 10, 2010.

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: August 10, 2010.	By:	/S/    JUSTIN SPENCER
		Justin Spencer
		Executive Vice President, Chief Financial Officer and Secretary

EX-99.1

Exhibit 99.1

Contact:

Dan Madden

VP Finance & Investor Relations

+1-408-428-7929

dmadden@symmetricom.com

Symmetricom Reports Fourth Quarter and

Fiscal Year 2010 Financial Results

• Net revenue of $55.7 million in fiscal Q4’10 and $221.3 million for fiscal 2010

• 33% year-over-year increase in non-GAAP income from continuing operations to $0.12 per share in fiscal Q4’10, as compared to $0.09 per share in fiscal Q4’09

• Loss from continuing operations of $0.08 per share in fiscal Q4’10, as compared to Income from continuing operations of $0.05 per share for fiscal Q4’09

• Free cash flow of $19.6 million for the fiscal year 2010

• Repurchased all outstanding convertible notes at par for $56.9 million, ending the fiscal year with no remaining debt

SAN JOSE, Calif. — August 10, 2010 — Symmetricom, Inc. (NASDAQ:SYMM), a world leader in precise time solutions, today reported financial results for its fourth quarter and the fiscal year ended June 27, 2010.

Net revenue for the fourth quarter of fiscal 2010 was $55.7 million, compared to the $60.3 million reported for the fourth quarter of fiscal 2009. Symmetricom reported a loss from continuing operations of $3.6 million, or $0.08 per share, for the fourth quarter of fiscal 2010, compared to income from continuing operations of $2.0 million, or $0.05 per share, in the fourth quarter of fiscal 2009. The loss from continuing operations in the fourth quarter of fiscal 2010 was principally driven by a $7.0 million non-cash charge related to the repayment of convertible notes and $6.0 million of restructuring charges.

Net revenue for fiscal 2010 was $221.3 million, compared to $219.7 million for fiscal 2009. Symmetricom reported income from continuing operations of $2.5 million, or $0.06 per share, in fiscal 2010, compared with a loss from continuing operations of $43.8 million, or $1.01 per share, in fiscal 2009. The income from continuing operations for fiscal 2010 included $10.3 million of restructuring charges and $7.0 million of non-cash charges related to the repayment of convertible notes, while the loss from continuing operations for fiscal 2009 included $48.1 million of goodwill impairments, $9.7 million of restructuring charges, and $5.6 million of non-cash charges related to the repayment of convertible notes.

Symmetricom Reports Fourth Quarter and Fiscal Year 2010 Financial Results

August 10, 2010

Page 2 of 9

In the fourth quarter of fiscal 2010, Symmetricom used $56.9 million of cash, cash equivalents and short-term investments to repurchase all outstanding convertible notes at par prior to their maturity, ending the fiscal year with no remaining debt outstanding.

Also in the fourth quarter of fiscal 2010, as previously announced, the Company initiated its expansion of its outsourcing relationship with Sanmina-SCI and began the transition of its product fabrication processes from its Aguadilla, Puerto Rico facility to Sanmina-SCI facilities. In conjunction with these activities, the Company recorded approximately $3.2 million of restructuring charges for severance benefits, transition support services and accelerated depreciation.

Non-GAAP income from continuing operations in the fourth quarter of fiscal 2010 was $5.3 million, or $0.12 per share, compared with $4.1 million, or $0.09 per share, in the same period of the prior year. Non-GAAP income from continuing operations for fiscal 2010 was $18.7 million, or $0.42 per share, compared with $18.9 million, or $0.43 per share, for the prior year.

Cash, cash equivalents and short-term investments totaled $75.6 million as of June 27, 2010, a decrease of $57.9 million from the $133.5 million reported as of March 28, 2010. The decrease was driven by the convertible notes repayment of $56.9 million. Net cash provided by operating activities in the fourth quarter was approximately $2.2 million, while property, plant and equipment purchases were $1.4 million, resulting in free cash flow of $0.8 million for the quarter. Free cash flow for fiscal 2010 was $19.6 million.

“In the quarter, we again increased the portion of our Communications Business tied to the development of next generation networks, including our new IEEE1588 packet timing products and our embedded solutions,” said Dave Côté, president and chief executive officer of Symmetricom. “In our Government Business, we bolstered our leadership position in the important GPS space with additional funding on the GPS Block III program and the achievement of a key milestone on GPS Block IIF.

“This was a year of establishing our new strategic direction, building operational excellence and positioning the company to maximize our core leadership and expertise in time,” continued Côté. “We’ve made significant changes organizationally and launched a number of initiatives aimed at driving growth and creating a more efficient business model. Plus, we now have a stronger balance sheet, with no debt and a solid cash flow profile.”

Business Results

Revenue in the Communications Business in the fourth quarter was $33.0 million compared to $36.6 million reported in the same period of last year. The 10% year-over-year decline was driven primarily by reduced sales of cable and sync products, somewhat offset by stronger sales of next generation product including embedded systems for WiMAX base stations and continued growth in PackeTime. For the full year, Communications revenue was $135.8 million, stable versus the prior year.

Revenue in the Government Business in the fourth quarter was $22.7 million compared to $23.7 million reported in the same period of last year. The 4% year-over-year decline in revenues was due primarily to lower sales of atomic clocks and sync products to government agencies. For the full year, revenue increased slightly to $85.5 million.

-more-

Symmetricom Reports Fourth Quarter and Fiscal Year 2010 Financial Results

August 10, 2010

Page 3 of 9

First Quarter 2011 Guidance

Symmetricom’s guidance for the first quarter of fiscal 2011 is as follows:

• Net revenue is expected to be in the range of $50 million to $55 million

• GAAP earnings (loss) per share is expected to be in the range of $(0.06) to $0.00

• Non-GAAP earnings per share is expected to be in the range of $0.04 to $0.08

A reconciliation of GAAP and non-GAAP guidance is provided at the end of this press release.

Investor Conference Call

As previously announced, management will hold a conference call to discuss these results today, at 1:30 p.m. Pacific Time. Investors are invited to join the conference call by dialing +1-415-228-5002 and referencing “Symmetricom.” A live webcast will also be available on the investor relations section of the company’s website at www.symmetricom.com. An audio replay will be available for one week and can be accessed by dialing +1-203-369-1101 and referencing the passcode 5220.

About Symmetricom, Inc.

Symmetricom, a world leader in precise time solutions, sets the world’s standard for time. The Company generates, distributes and applies precise time for the communications, aerospace/defense, IT infrastructure and metrology industries. Symmetricom’s customers, from communications service providers and network equipment manufacturers to governments and their suppliers worldwide, are able to build more reliable networks and systems by using the Company’s advanced timing technologies, atomic clocks, services and solutions. All products support today’s precise timing standards, including GPS-based timing, IEEE 1588 (PTP), Network Time Protocol (NTP), Synchronous Ethernet and DOCSIS(R) timing. Symmetricom is based in San Jose, California, with offices worldwide. For more information, visit: http://www.symmetricom.com.

Non-GAAP Information

Certain non-GAAP financial information is included in this press release. In the reconciliation of GAAP to non-GAAP results, Symmetricom excludes certain items related to non-cash equity-based compensation, amortization of acquired intangibles, restructuring charges, impairment of goodwill and other intangibles, gains and losses on investments and repayment of convertible notes, non-cash interest expense charges, and other items that the Company does not consider indicative of its ongoing performance. The income tax effect after these non-GAAP adjustments is determined based upon Symmetricom’s estimate of its annual non-GAAP effective tax rate excluding these non-GAAP adjustments. Symmetricom believes that excluding such items provides investors, analysts and management with a representation of the Company’s core operating performance and with information useful in assessing, in conjunction with GAAP results, underlying trends in operating performance. Management uses such non-GAAP information to evaluate financial results and to establish operational goals. Non-GAAP information should not be considered superior to or as a substitute for data prepared in accordance with GAAP. A reconciliation of the non-GAAP results to the GAAP results is provided in the financial schedules portion of this press release.

Free cash flow is defined as net cash provided by operating activities minus purchases of property, plant and equipment. Symmetricom believes this metric provides useful information to its investors, analysts, and management about the level of cash generated by normal business operations, including the use of cash for the purchase of property, plant and equipment. Management also views it as a measure of cash available to pay debt and return cash to stockholders. Free cash flow is not a GAAP financial measure and should not be considered superior to or a substitute for operating cash flow or other cash flow data prepared in accordance with GAAP.

-more-

Symmetricom Reports Fourth Quarter and Fiscal Year 2010 Financial Results

August 10, 2010

Page 4 of 9

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 first quarter fiscal 2011 guidance, as well as the information regarding the usefulness of the non-GAAP financial information. The statements in this press release are made as of the date of this press release, even if subsequently made available by Symmetricom on its website or otherwise. 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, cable products or test and measurement products, reduced rates or changes in government spending patterns, our customers’ ability and need to upgrade existing equipment, our ability to maintain or reduce manufacturing and operating costs, timing of orders, cancellation or delay of customer orders, loss of customers, customer acceptance of new products, recessionary pressures, 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 the annual report on Form 10-K for the fiscal year ended June 28, 2009 and subsequent Form 10-Q’s and 8-K’s.

SYMM-F

-more-

Symmetricom Reports Fourth Quarter and Fiscal Year 2010 Financial Results

August 10, 2010

Page 5 of 9

SYMMETRICOM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(unaudited)

	Three months ended									Twelve months ended
	June 27, 2010			March 28, 2010			June 28, 2009 (1)			June 27, 2010			June 28, 2009 (1)
Net revenue	$	55,660		$	56,526		$	60,260		$	221,316		$	219,746
Cost of sales:
Cost of products and services		28,101			28,367			30,918			116,889			111,184
Amortization of purchased technology		268			278			369			1,282			1,474
Restructuring charges		3,384			448			1,591			5,625			3,866
Total cost of sales		31,753			29,093			32,878			123,796			116,524
Gross profit		23,907			27,433			27,382			97,520			103,222
Gross margin		43.0	%		48.5	%		45.4	%		44.1	%		47.0	%
Operating expenses:
Research and development		6,190			5,684			6,819			23,701			23,421
Selling, general and administrative		14,560			14,385			16,494			56,743			58,119
Amortization of intangible assets		62			62			103			281			411
Restructuring charges		2,657			998			1,368			4,666			5,840
Impairment of goodwill		—			—			—			—			48,144
Total operating expenses		23,469			21,129			24,784			85,391			135,935
Operating income (loss)		438			6,304			2,598			12,129			(32,713	)
Loss on repayment of convertible notes, net		(7,026	)		—			—			(7,026	)		(5,623	)
Loss on short-term investments, net		—			—			—			—			(1,368	)
Interest income		278			350			226			1,594			1,807
Interest expense		(792	)		(1,318	)		(1,219	)		(4,654	)		(5,321	)
Income (loss) from continuing operations before income taxes		(7,102	)		5,336			1,605			2,043			(43,218	)
Income tax provision (benefit)		(3,521	)		1,648			(404	)		(503	)		588
Income (loss) from continuing operations		(3,581	)		3,688			2,009			2,546			(43,806	)
Income (loss) from discontinued operations, net of tax		(58	)		804			(523	)		(20	)		(1,951	)
Net income (loss)	$	(3,639	)	$	4,492		$	1,486		$	2,526		$	(45,757	)
Earnings (loss) per share - basic:
Income (loss) from continuing operations	$	(0.08	)	$	0.08		$	0.05		$	0.06		$	(1.01	)
Income (loss) from discontinued operations		—			0.02			(0.01	)		—			(0.04	)
Net earnings (loss)	$	(0.08	)	$	0.10		$	0.04		$	0.06		$	(1.05	)
Weighted average shares outstanding - basic		43,593			43,438			43,028			43,380			43,500
Earnings (loss) per share - diluted:
Income (loss) from continuing operations	$	(0.08	)	$	0.08		$	0.05		$	0.06		$	(1.01	)
Income (loss) from discontinued operations		—			0.02			(0.01	)		—			(0.04	)
Net earnings (loss)	$	(0.08	)	$	0.10		$	0.04		$	0.06		$	(1.05	)
Weighted average shares outstanding - diluted		43,593			43,934			43,619			43,897			43,500

(1) Adjusted for the retrospective adoption of recently issued authoritative guidance on accounting for our contingent convertible subordinated notes

-more-

Symmetricom Reports Fourth Quarter and Fiscal Year 2010 Financial Results

August 10, 2010

Page 6 of 9

SYMMETRICOM, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(unaudited)

	June 27, 2010			June 28, 2009 (1)
ASSETS
Current assets:
Cash and cash equivalents	$	21,794		$	72,064
Short-term investments		53,825			40,737
Accounts receivable, net		40,075			42,389
Inventories, net		37,229			38,566
Prepaids and other current assets		15,108			16,143
Total current assets		168,031			209,899
Property, plant and equipment, net		23,077			20,749
Intangible assets, net		3,745			5,308
Deferred taxes and other assets		36,534			36,431
Total assets	$	231,387		$	272,387
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,768		$	8,116
Accrued compensation		18,731			19,093
Accrued warranty		2,900			3,737
Other accrued liabilities		10,506			9,810
Total current liabilities		38,905			40,756
Long-term obligations		8,296			51,769
Deferred income taxes		334			334
Total liabilities		47,535			92,859
Stockholders’ equity:
Common stock		202,450			200,152
Accumulated other comprehensive income (loss)		(356	)		144
Accumulated deficit		(18,242	)		(20,768	)
Total stockholders’ equity		183,852			179,528
Total liabilities and stockholders’ equity	$	231,387		$	272,387

(1) Adjusted for the retrospective adoption of recently issued authoritative guidance on accounting for our contingent convertible subordinated notes

-more-

Symmetricom Reports Fourth Quarter and Fiscal Year 2010 Financial Results

August 10, 2010

Page 7 of 9

SYMMETRICOM, INC.

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(In thousands, except per share amounts)

(unaudited)

	Three months ended									Twelve months ended
	June 27, 2010			March 28, 2010			June 28, 2009 (1)			June 27, 2010			June 28, 2009 (1)
Reconciliation from GAAP to Non-GAAP
GAAP Income (loss) from continuing operations	$	(3,581	)	$	3,688		$	2,009		$	2,546		$	(43,806	)
Add Non-GAAP adjustments:
Equity-based compensation expense:
Cost of products and services		161			176			182			809			630
Research and development		136			228			193			792			627
Selling, general and administrative		803			776			641			2,473			2,035
Total equity-based compensation expense		1,100			1,180			1,016			4,074			3,292
Amortization of intangible assets:
Cost of products and services		268			278			369			1,282			1,474
Operating expenses		62			62			103			281			411
Total amortization of intangible assets		330			340			472			1,563			1,885
Restructuring charges		6,041			1,446			2,959			10,291			9,706
Impairment of goodwill		—			—			—			—			48,144
Loss on repayment of convertible notes, net		7,026			—			—			7,026			5,623
Loss on short-term investments, net		—			—			—			—			1,368
Non-cash interest expense on convertible notes		500			812			736			2,844			3,075
CEO post-employment compensation		—			—			—			—			1,007
Income tax effect of Non-GAAP adjustments		(6,125	)		(1,035	)		(3,110	)		(9,690	)		(11,380	)
Non-GAAP Income from continuing operations	$	5,291		$	6,431		$	4,082		$	18,654		$	18,914
Earnings from continuing operations per share-diluted:
GAAP income (loss) from continuing operations	$	(0.08	)	$	0.08		$	0.05		$	0.06		$	(1.01	)
Non-GAAP income from continuing operations	$	0.12		$	0.15		$	0.09		$	0.42		$	0.43
Shares used in diluted shares calculation		44,092			43,934			43,619			43,897			44,046

(1) Adjusted for the retrospective adoption of recently issued authoritative guidance on accounting for our contingent convertible subordinated notes

-more-

Symmetricom Reports Fourth Quarter and Fiscal Year 2010 Financial Results

August 10, 2010

Page 8 of 9

SYMMETRICOM, INC.

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(In thousands, except per share amounts)

(unaudited)

		Three months ended									Twelve months ended
		June 27, 2010			March 28, 2010			June 28, 2009 (1)			June 27, 2010			June 28, 2009 (1)
GAAP Revenue		$	55,660		$	56,526		$	60,260		$	221,316		$	219,746
Reconciliation from GAAP to Non-GAAP Gross Margin:
GAAP Gross profit	(A)	$	23,907		$	27,433		$	27,382		$	97,520		$	103,222
GAAP Gross margin			43.0	%		48.5	%		45.4	%		44.1	%		47.0	%
Add Non-GAAP adjustments:
Equity-based compensation expense			161			176			182			809			630
Amortization of intangible assets			268			278			369			1,282			1,474
Restructuring charges			3,384			448			1,591			5,625			3,866
Non-GAAP Gross profit	(B)	$	27,720		$	28,335		$	29,524		$	105,236		$	109,192
Non-GAAP Gross margin			49.8	%		50.1	%		49.0	%		47.6	%		49.7	%
Reconciliation from GAAP to Non-GAAP Operating Expense:
GAAP Operating expenses	(C)	$	23,469		$	21,129		$	24,784		$	85,391		$	135,935
Operating expense % to revenue			42.2	%		37.4	%		41.1	%		38.6	%		61.9	%
Add Non-GAAP adjustments:
Equity-based compensation expense			939			1,004			834			3,265			2,662
Amortization of intangible assets			62			62			103			281			411
Restructuring charges			2,657			998			1,368			4,666			5,840
Impairment of goodwill			—			—			—			—			48,144
CEO post-employment compensation			—			—			—			—			1,007
Non-GAAP operating expenses	(D)	$	19,811		$	19,065		$	22,479		$	77,179		$	77,871
Non-GAAP operating expenses % to revenue			35.6	%		33.7	%		37.3	%		34.9	%		35.4	%
Reconciliation from GAAP to Non-GAAP Operating Income (loss):
GAAP Operating income (loss)	(A) - (C)	$	438		$	6,304		$	2,598		$	12,129		$	(32,713	)
Operating income (loss) % to revenue			0.8	%		11.2	%		4.3	%		5.5	%		-14.9	%
Non-GAAP Operating income (loss)	(B) - (D)	$	7,909		$	9,270		$	7,045		$	28,057		$	31,321
Operating income (loss) % to revenue			14.2	%		16.4	%		11.7	%		12.7	%		14.3	%

(1) Adjusted for the retrospective adoption of recently issued authoritative guidance on accounting for our contingent convertible subordinated notes

-more-

Symmetricom Reports Fourth Quarter and Fiscal Year 2010 Financial Results

August 10, 2010

Page 9 of 9

Symmetricom, Inc.

RECONCILIATION OF FORWARD-LOOKING GUIDANCE FOR NON-GAAP FINANCIAL MEASURES

TO PROJECTED GAAP REVENUE AND EPS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ending September 26, 2010
	Revenue				Income (Loss) Per Share  from Continuing Operations
	From		To		From			To
GAAP Guidance	$	50,000	$	55,000	($	0.06	)	$	0.00
Estimated Non-GAAP Adjustments
Equity-based compensation expense					$	0.02		$	0.01
Amortization of intangible assets					$	0.01		$	0.01
Integration and restructuring charges					$	0.13		$	0.10
Income tax effect of non-GAAP adjustments					($	0.06	)	($	0.04	)
Total Non-GAAP Adjustments					$	0.10		$	0.08
Non-GAAP Guidance	$	50,000	$	55,000	$	0.04		$	0.08

###