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 26, 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 October 26, 2010, we issued a press release, which sets forth certain preliminary financial results for the quarter ended September 26, 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 October 26, 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: October 26, 2010.	By:	/S/    JUSTIN R. SPENCER
		Justin R. 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 First Quarter

Fiscal 2011 Financial Results

Year over Year Increases in both Revenue and Earnings

• Net revenue of $54.4 million, up 4% from the prior year period

• Non-GAAP income from continuing operations of $0.13 per share, as compared to $0.06 per share in fiscal Q1’10

• Income from continuing operations of $0.07 per share, as compared to $0.01 per share for fiscal Q1’10

SAN JOSE, Calif. — October 26, 2010 — Symmetricom, Inc. (NASDAQ:SYMM), a world leader in precise time solutions, today reported financial results for its first quarter of fiscal 2011, ended September 26, 2010.

Net revenue for the first quarter of fiscal 2011 was $54.4 million, up $2.1 million or 4%, compared to the $52.3 million reported for the first quarter of fiscal 2010. Symmetricom reported income from continuing operations of $3.1 million, or $0.07 per share, for the first quarter of fiscal 2011, compared to $0.5 million, or $0.01 per share, in the first quarter of fiscal 2010. The income from continuing operations for the first quarter of fiscal 2011 included $2.9 million of restructuring charges, as compared to $1.3 million of restructuring charges for the first quarter of fiscal 2010.

In the first quarter of fiscal 2011, the Company continued its project to transfer its product fabrication processes from its Aguadilla, Puerto Rico facility to Sanmina-SCI facilities. In conjunction with these activities, the Company recorded approximately $3.7 million of restructuring charges for severance benefits, transition support services and additional depreciation.

Non-GAAP income from continuing operations in the first quarter of fiscal 2011 was $5.6 million, or $0.13 per share, an increase from the $2.6 million, or $0.06 per share, reported in the same period of the prior year.

Cash, cash equivalents and short-term investments totaled $72.8 million as of September 26, 2010, a decrease of $2.8 million from the $75.6 million reported as of June 27, 2010. This decrease included $2.0 million for the repurchase of approximately 397,000 shares of common stock and roughly $5 million of expenditures for buffer inventories and other manufacturing transfer support payments.

Symmetricom Reports First Quarter Fiscal Year 2011 Financial Results

October 26, 2010

Page 2 of 8

“We are pleased with our first quarter financial results as well as progress on our key strategic initiatives,” said Dave Côté, president and chief executive officer of Symmetricom. “In our communications business, we made progress in next generation deployments as our new PTP PackeTime products continued to ramp. In our government business, we received more than $9 million in research contracts related to the development of next-generation atomic clock technology.

“We are also encouraged about activities in several new markets that we believe hold the potential for growth, including oil and gas exploration and the power utility market,” continued Côté. “We are actively engaged in product and market development in each of these markets.”

Business Results

Revenue in the Communications Business in the first quarter of fiscal 2011 was $33.1 million, compared to $32.4 million reported in the same period of the prior fiscal year. This revenue increase reflected continuing momentum within the portfolio of next-generation communications products.

Revenue in the Government Business in the first quarter of fiscal 2011 was $21.2 million, compared to $19.9 million reported in the same period of the prior fiscal year. The 7% year-over-year increase was due primarily to higher sales of instrument and enterprise products.

Second Quarter 2011 Guidance

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

• Net revenue is expected to be in the range of $52 million to $57 million

• GAAP earnings (loss) per share from continuing operations is expected to be in the range of $(0.05) to $0.04

• Non-GAAP earnings per share from continuing operations is expected to be in the range of $0.07 to $0.12

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 +1-402-998-0923 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.

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Symmetricom Reports First Quarter Fiscal Year 2011 Financial Results

October 26, 2010

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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, losses on repayment of convertible notes, non-cash interest expense charges that the Company does not consider indicative of its ongoing performance. The income tax effect after these non-GAAP adjustments was 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.

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 second 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, customers’ ability and need to upgrade existing equipment, the Company’s 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 27, 2010 and subsequent Form 10-Q’s and 8-K’s.

SYMM-F

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Symmetricom Reports First Quarter Fiscal Year 2011 Financial Results

October 26, 2010

Page 4 of 8

SYMMETRICOM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(unaudited)

	Three months ended
	September 26, 2010			June 27, 2010			September 27, 2009
Net revenue	$	54,379		$	55,660		$	52,268
Cost of sales:
Cost of products and services		26,606			28,101			29,537
Amortization of purchased technology		287			268			368
Restructuring charges		3,747			3,384			862
Total cost of sales		30,640			31,753			30,767
Gross profit		23,739			23,907			21,501
Gross margin		43.7	%		43.0	%		41.1	%
Operating expenses:
Research and development		6,606			6,190			5,714
Selling, general and administrative		12,799			14,560			13,539
Amortization of intangible assets		62			62			95
Restructuring charges		(881	)		2,657			476
Total operating expenses		18,586			23,469			19,824
Operating income		5,153			438			1,677
Loss on repayment of convertible notes, net		—			(7,026	)		—
Interest income, net of amortization (accretion) of premium (discount) on investments		(108	)		278			461
Interest expense		(55	)		(792	)		(1,274	)
Income (loss) from continuing operations before taxes		4,990			(7,102	)		864
Income tax provision (benefit)		1,896			(3,521	)		315
Income (loss) from continuing operations		3,094			(3,581	)		549
Income (loss) from discontinued operations, net of tax		127			(58	)		(375	)
Net income (loss)	$	3,221		$	(3,639	)	$	174
Earnings (loss) per share - basic:
Income (loss) from continuing operations	$	0.07		$	(0.08	)	$	0.01
Income (loss) from discontinued operations		—			—			(0.01	)
Net income (loss)	$	0.07		$	(0.08	)	$	—
Weighted average shares outstanding - basic		43,430			43,593			43,177
Earnings (loss) per share - diluted:
Income (loss) from continuing operations	$	0.07		$	(0.08	)	$	0.01
Income (loss) from discontinued operations		—			—			(0.01	)
Net income (loss)	$	0.07		$	(0.08	)	$	—
Weighted average shares outstanding - diluted		43,772			43,593			43,815

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Symmetricom Reports First Quarter Fiscal Year 2011 Financial Results

October 26, 2010

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SYMMETRICOM, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(unaudited)

	September 26, 2010			June 27, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	21,972		$	21,794
Short-term investments		50,791			53,825
Accounts receivable, net		41,425			40,075
Inventories		42,946			37,229
Prepaids and other current assets		15,594			15,108
Total current assets		172,728			168,031
Property, plant and equipment, net		22,787			23,077
Intangible assets, net		3,396			3,745
Deferred taxes and other assets		34,394			36,534
Total assets	$	233,305		$	231,387
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,763		$	6,768
Accrued compensation		16,613			18,731
Accrued warranty		2,339			2,900
Other accrued liabilities		11,594			10,506
Total current liabilities		40,309			38,905
Long-term obligations		7,276			8,296
Deferred income taxes		334			334
Total liabilities		47,919			47,535
Stockholders’ equity:
Common stock		200,394			202,450
Accumulated other comprehensive income (loss)		13			(356	)
Accumulated deficit		(15,021	)		(18,242	)
Total stockholders’ equity		185,386			183,852
Total liabilities and stockholders’ equity	$	233,305		$	231,387

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Symmetricom Reports First Quarter Fiscal Year 2011 Financial Results

October 26, 2010

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SYMMETRICOM, INC.

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(In thousands, except per share amounts)

(unaudited)

	Three months ended
	September 26, 2010			June 27, 2010			September 27, 2009
Reconciliation from GAAP to Non-GAAP
GAAP Income (loss) from continuing operations	$	3,094		$	(3,581	)	$	549
Non-GAAP adjustments:
Equity-based compensation expense:
Cost of products and services		23			161			210
Research and development		138			136			200
Selling, general and administrative		291			803			194
Total equity-based compensation expense		452			1,100			604
Amortization of intangible assets:
Cost of products and services		287			268			368
Operating expenses		62			62			95
Total amortization of intangible assets		349			330			463
Restructuring charges		2,866			6,041			1,338
Non-cash interest expense on convertible notes		—			500			768
Loss on repayment of convertible notes, net		—			7,026			—
Income tax effect of Non-GAAP adjustments		(1,177	)		(6,125	)		(1,117	)
Non-GAAP income from continuing operations	$	5,584		$	5,291		$	2,605
Earnings (loss) per share - diluted:
GAAP income (loss) from continuing operations	$	0.07		$	(0.08	)	$	0.01
Non-GAAP income from continuing operations	$	0.13		$	0.12		$	0.06
Weighted average shares outstanding - diluted		43,772			44,092			43,815

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Symmetricom Reports First Quarter Fiscal Year 2011 Financial Results

October 26, 2010

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SYMMETRICOM, INC.

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(In thousands, except per share amounts)

(unaudited)

			Three months ended
			September 26, 2010			June 27, 2010			September 27, 2009
GAAP Revenue			$	54,379		$	55,660		$	52,268
Reconciliation from GAAP to Non-GAAP Gross Profit from continuing operations:
GAAP Gross profit	(A	)	$	23,739		$	23,907		$	21,501
GAAP Gross margin				43.7	%		43.0	%		41.1	%
Non-GAAP adjustments:
Equity-based compensation expense				23			161			210
Amortization of intangible assets				287			268			368
Restructuring charges				3,747			3,384			862
Non-GAAP Gross profit	(B	)	$	27,796		$	27,720		$	22,941
Non-GAAP Gross margin				51.1	%		49.8	%		43.9	%
Reconciliation from GAAP to Non-GAAP Operating
Expense from continuing operations:
GAAP Operating expenses	(C	)	$	18,586		$	23,469		$	19,824
Operating expense % to revenue				34.2	%		42.2	%		37.9	%
Non-GAAP adjustments:
Equity-based compensation expense				(429	)		(939	)		(394	)
Amortization of intangible assets				(62	)		(62	)		(95	)
Restructuring charges				881			(2,657	)		(476	)
Non-GAAP operating expenses	(D	)	$	18,976		$	19,811		$	18,859
Non-GAAP operating expenses % to revenue				34.9	%		35.6	%		36.1	%
Reconciliation from GAAP to Non-GAAP Operating
Income from continuing operations:
GAAP Operating income	(A	) - (C)	$	5,153		$	438		$	1,677
Operating income % to revenue				9.5	%		0.8	%		3.2	%
Non-GAAP Operating income	(B	) - (D)	$	8,820		$	7,909		$	4,082
Operating income % to revenue				16.2	%		14.2	%		7.8	%

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Symmetricom Reports First Quarter Fiscal Year 2011 Financial Results

October 26, 2010

Page 8 of 8

SYMMETRICOM, INC.

RECONCILIATION OF FORWARD-LOOKING GUIDANCE FOR GAAP REVENUE AND EPS

TO NON-GAAP GUIDANCE FOR REVENUE AND EPS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ending December 26, 2010
	Revenue				Earnings Per Share
		From		To		From			To
GAAP Guidance	$	52,000	$	57,000	$	(0.05	)	$	0.04
Estimated Non-GAAP Adjustments
Equity-based compensation expense						0.03			0.02
Amortization of intangible assets						0.01			0.01
Restructuring charges						0.14			0.09
Income tax effect of non-GAAP adjustments						(0.06	)		(0.04	)
Total Non-GAAP Adjustments						0.12			0.08
Non-GAAP Guidance	$	52,000	$	57,000	$	0.07		$	0.12

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