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 22, 2012

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 No.)

2300 Orchard Parkway

San Jose, California 95131-1017

(Address of Principal Executive Offices)

(408) 433-0910

(Registrant’s telephone number, including area code)

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):

¨ 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 24, 2012, Symmetricom, Inc. (the “Company”) issued a press release, which sets forth certain preliminary financial results for the quarter ended September 30, 2012. 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 2.05.   Costs Associated with Exit or Disposal Activities.

On October 22, 2012, the Company committed to closing its research and development operation in Beijing, China. After evaluating the Beijing R&D operation against current and future needs, the Company decided to consolidate its engineering resources into its existing U.S. facilities, placing test engineering and development engineering positions in closer geographic proximity. The Company is therefore closing its Beijing R&D operation, eliminating approximately 35 positions in China, primarily system test engineering positions. The closure and transition is expected to be completed in the second half of fiscal 2013. After relocating a certain number of these positions to the U.S., the Company expects to incur restructuring and other transition related costs of approximately $3.0 million over the next few quarters, and once completed, anticipates the transition to be cost neutral. Total restructuring and other transition charges are expected to include severance and employee termination benefits of approximately $0.6 million, facility lease termination costs of approximately $0.4 million, legal fees and other intellectual property related costs of approximately $1.2 million, equipment write-off and re-location costs of approximately $0.3 million and travel and other position re-location costs of approximately $0.5 million. Total cash expenditures associated with the closure are expected to be approximately $2.8 million.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated October 24, 2012

Forward-Looking Statements

This Current Report on Form 8-K 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 the timing of events related to the Company’s closure of its China based R&D operation and expectations regarding charges and total cash expenditures associated with the closure. The statements in this Current Report on Form 8-K are made as of the date of this filing, even if subsequently made available by the Company on its website or otherwise. The Company expressly disclaims any obligation to update or revise any forward-looking statement contained herein, whether as a result of any change in its expectations, a change in any events, conditions or circumstances on which a forward-looking statement is based, or otherwise. The Company’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 estimated in or suggested by such forward-looking statements include, but are not limited to, the risk that the costs associated with the closure of the Company’s China based R&D operation exceeds current estimates or that the Company is unable to recognize anticipated cost savings associated with the closure, risks and uncertainties in general economic conditions in the markets the Company addresses and the telecommunications and government markets in general, and the other risks and uncertainties set forth from time to time in the Company’s reports filed with the Securities and Exchange Commission, including the annual report on Form 10-K for the fiscal year ended July 1, 2012 and subsequent Forms 10-Q and 8-K.

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 24, 2012	SYMMETRICOM, INC.
	By:	/s/ Justin Spencer
	Name:	Justin Spencer
	Title:	Executive Vice President, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated October 24, 2012

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 Year 2013 Financial Results

• Net revenue of $56.4 million in fiscal Q1’13

• Net loss of $0.2 million, or $0.01 per share

• Non-GAAP net income of $1.6 million, or $0.04 per share

• Free Cash Flow of $6.8 million

SAN JOSE, Calif. — October 24, 2012 — Symmetricom, Inc. (NASDAQ:SYMM), a worldwide leader in precision time and frequency technologies, today reported financial results for its first quarter of fiscal year 2013 ended September 30, 2012.

Net revenue for the first quarter of fiscal 2013 was $56.4 million, a level comparable to the net revenue reported in the same period of the prior year. Shipments of Quantum^TM SA.45s Chip Scale Atomic Clocks (CSAC) and PackeTime^® products for wireless and Ethernet backhaul deployments continued to increase in the first quarter of fiscal 2013. Symmetricom reported a net loss of $0.2 million, or $0.01 per share, for the first quarter of fiscal 2013, compared to net income of $2.7 million, or $0.06 per share, in the first quarter of fiscal 2012. The first quarter of fiscal 2013 results were impacted by CSAC manufacturing ramp-up costs, off-shore development transition costs, along with operating expense investments we’re making to fuel key growth initiatives.

Non-GAAP net income for the first quarter of fiscal 2013 was $1.6 million, or $0.04 per share, compared to $4.1 million, or $0.10 per share, reported for the first quarter of fiscal 2012. Included in both our GAAP and non-GAAP net income was approximately $1.0 million, net of tax, or $0.02 per share, of manufacturing costs associated with the ramp-up of our CSAC production volumes.

Cash, cash equivalents and short-term investments totaled $71.6 million as of September 30, 2012, an increase of $4.7 million from the $66.9 million reported as of July 1, 2012, reflecting strong cash inflows from operations, offset by approximately $3.8 million in stock repurchases during the first quarter of fiscal 2013. Net cash generated from operating activities in the first quarter was approximately $7.8 million, driven by a sequential decrease in inventories compared to the prior quarter. After subtracting approximately $1.0 million of property, plant and equipment purchases, free cash flow was approximately $6.8 million.

Symmetricom Reports First Quarter Fiscal Year 2013 Financial Results

October 24, 2012

Page 2 of 8

“Although our first quarter results were below our expectations, we saw relative stability in our business, especially in light of the continued challenges of the macro-economic environment. Revenue was driven by strength in our key growth initiatives, including our industry-leading PackeTime^® and Quantum^TM SA.45s Chip Scale Atomic Clock (CSAC) solutions as well as in our government programs. Our business for government instruments and clocks was challenged, given the uncertainty in government spending. This was contrasted by near record bookings in our Government Programs business, which are aligned well with space, defense, and intelligence priorities in the U.S,” said Dave Côté, president and chief executive officer of Symmetricom

Business Results

Revenue in the Communications Business in the first quarter of fiscal 2013 was $31.4 million, compared to $33.6 million reported in the first quarter of fiscal 2012. Revenue in the Government and Enterprise Business in the first quarter of fiscal 2013 was $25.0 million, compared to $22.8 million reported in the first quarter of fiscal 2012.

Second Quarter 2013 Guidance

Symmetricom’s guidance for the second quarter of fiscal 2013 is as follows:

• Net revenue is expected to be in the range of $55 million to $62 million

• GAAP earnings (loss) per share is expected to be in the range of $(0.03) to $0.04

• Non-GAAP earnings per share is expected to be in the range of $0.04 to $0.10

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 +1-210-234-0044 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 +1-203-369-3246.

About Symmetricom, Inc.

Symmetricom (NASDAQ:SYMM), 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^® timing. Symmetricom is based in San Jose, California, with offices worldwide. For more information, visit: http://www.symmetricom.com or join the dialogue at http://www.twitter.com/symmetricom.

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, acquisition-related costs, amortization of intangible assets, restructuring charges, and off-shore

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Symmetricom Reports First Quarter Fiscal Year 2013 Financial Results

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development transition costs 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 or used in 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 or used in 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 2013 guidance and future performance 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 expressly disclaims any obligation to update or revise any forward-looking statement contained herein, whether as a result of a change in its expectations, a change in any events, conditions or circumstances on which a forward-looking statement is based, 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, but are not limited to, the extent and magnitude of customer orders received and shipped within the same quarter, risks relating to general economic conditions in the markets we address and the telecommunications and government markets in general, risks related to the development of our new products and services, reliance on our contract manufacturer, the effects of increasing competition and competitive pricing pressure, uncertainties associated with changing intellectual property laws or misappropriation of intellectual property, developments in and expenses related to litigation, the inability to obtain sufficient amounts of key components, the rescheduling or cancellation of key customer orders, the loss of a key customer, the effects of new and emerging technologies, the risk that excess inventory may result in write-offs, price erosion and decreased demand, fluctuations in the rate of exchange of foreign currency, changes in our effective tax rate, market acceptance of our new products and services, technological advancements, undetected errors, design flaws, defects in our products or start-up manufacturing difficulties, the risks associated with our international sales, potential short-term investment losses and other risks due to credit market dislocation, geopolitical risks and risk of terrorist activities, the risks associated with attempting to integrate other companies and businesses we acquire, 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 July 1, 2012 and subsequent Forms 10-Q and 8-K.

SYMM-F

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October 24, 2012

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SYMMETRICOM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(unaudited)

	Three months ended
	September 30, 2012			July 1, 2012			October 2, 2011
Net revenue	$	56,391		$	62,606		$	56,378
Cost of sales:
Cost of products and services		31,900			34,214			29,830
Acquisition-related costs		234			174			186
Restructuring charges		(45	)		22			417
Total cost of sales		32,089			34,410			30,433
Gross profit		24,302			28,196			25,945
Gross margin		43.1	%		45.0	%		46.0	%
Operating expenses:
Research and development		8,313			7,385			6,898
Selling, general and administrative		16,227			14,966			14,810
Amortization of intangible assets		86			86			52
Restructuring charges		55			(78	)		96
Total operating expenses		24,681			22,359			21,856
Operating income (loss)		(379	)		5,837			4,089
Interest income, net of amortization (accretion) of premium (discount) on investments		(36	)		287			66
Income (loss) before taxes		(415	)		6,124			4,155
Income tax provision (benefit)		(212	)		2,167			1,406
Net income (loss)	$	(203	)	$	3,957		$	2,749
Earnings (loss) per share:
Basic	$	(0.01	)	$	0.10		$	0.06
Diluted	$	(0.01	)	$	0.09		$	0.06
Shares used in computing earnings (loss) per share:
Weighted average shares outstanding - basic		40,510			41,152			42,687
Weighted average shares outstanding - diluted		40,510			41,927			43,294

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SYMMETRICOM, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(unaudited)

	September 30,			July 1,
	2012			2012
ASSETS
Current assets:
Cash and cash equivalents	$	27,814		$	27,659
Short-term investments		43,811			39,280
Accounts receivable, net		41,392			45,952
Inventories		45,899			47,618
Prepaids and other current assets		17,919			16,943
Total current assets		176,835			177,452
Property, plant and equipment, net		22,284			22,702
Intangible assets, net		3,196			3,458
Deferred taxes and other assets		27,773			27,413
Total assets	$	230,088		$	231,025
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	13,941		$	9,300
Accrued compensation		10,692			14,574
Accrued warranty		1,779			1,722
Other accrued liabilities		10,671			11,841
Total current liabilities		37,083			37,437
Long-term obligations		5,241			5,472
Deferred income taxes		334			334
Total liabilities		42,658			43,243
Stockholders’ equity:
Common stock		193,210			193,478
Accumulated other comprehensive loss		(113	)		(232	)
Accumulated deficit		(5,667	)		(5,464	)
Total stockholders’ equity		187,430			187,782
Total liabilities and stockholders’ equity	$	230,088		$	231,025

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SYMMETRICOM, INC.

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(In thousands, except per share amounts)

(unaudited)

	Three months ended
	September 30,			July 1,			October 2,
	2012			2012			2011
Reconciliation from GAAP to Non-GAAP
GAAP Net income (loss)	$	(203	)	$	3,957		$	2,749
Non-GAAP adjustments:
Equity-based compensation expense:
Cost of products and services		291			261			119
Research and development		361			287			289
Selling, general and administrative		1,120			1,013			755
Total equity-based compensation expense		1,772			1,561			1,163
Acquisition-related costs and amortization of intangible assets:
Cost of products and services		234			174			186
Operating expenses		86			86			52
Total acquisition-related costs and amortization of intangible assets		320			260			238
Restructuring charges		10			(56	)		513
Off-shore development transition costs		729			—			—
Income tax effect of Non-GAAP adjustments		(1,070	)		(511	)		(536	)
Non-GAAP Net income	$	1,558		$	5,211		$	4,127
Earnings (loss) per share - diluted:
GAAP Net income (loss)	$	(0.01	)	$	0.09		$	0.06
Non-GAAP Net income	$	0.04		$	0.12		$	0.10
Weighted average shares outstanding - diluted		41,675			41,927			43,294

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SYMMETRICOM, INC.

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(In thousands, except per share amounts)

(unaudited)

		Three months ended
		September 30,			July 1,			October 2,
		2012			2012			2011
GAAP Net revenue		$	56,391		$	62,606		$	56,378
Reconciliation from GAAP to Non-GAAP Gross Profit:
GAAP Gross profit	(A)	$	24,302		$	28,196		$	25,945
GAAP Gross margin			43.1	%		45.0	%		46.0	%
Non-GAAP adjustments:
Equity-based compensation expense			291			261			119
Acquisition-related costs			234			174			186
Restructuring charges			(45	)		22			417
Non-GAAP Gross profit	(B)	$	24,782		$	28,653		$	26,667
Non-GAAP Gross margin			43.9	%		45.8	%		47.3	%
Reconciliation from GAAP to Non-GAAP Operating Expense:
GAAP Operating expenses	(C)	$	24,681		$	22,359		$	21,856
Operating expense % to revenue			43.8	%		35.7	%		38.8	%
Non-GAAP adjustments:
Equity-based compensation expense			(1,481	)		(1,300	)		(1,044	)
Amortization of intangible assets			(86	)		(86	)		(52	)
Restructuring charges			(55	)		78			(96	)
Off-shore development transition costs			(729	)		—			—
Non-GAAP operating expenses	(D)	$	22,330		$	21,051		$	20,664
Non-GAAP operating expenses % to revenue			39.6	%		33.6	%		36.7	%
Reconciliation from GAAP to Non-GAAP Operating Income:
GAAP Operating income (loss)	(A) - (C)	$	(379	)	$	5,837		$	4,089
Operating income % to revenue			-0.7	%		9.3	%		7.3	%
Non-GAAP Operating income	(B) - (D)	$	2,452		$	7,602		$	6,003
Operating income % to revenue			4.3	%		12.1	%		10.6	%

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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 30, 2012
	Revenue				Earnings Per Share from Continuing Operations
	From		To		From			To
GAAP Guidance	$	55,000	$	62,000	$	(0.03	)	$	0.04
Estimated Non-GAAP Adjustments
Equity-based compensation expense						0.05			0.04
Amortization of intangible assets						0.01			0.01
Integration and restructuring charges						0.05			0.04
Income tax effect of non-GAAP adjustments						(0.04	)		(0.03	)
Total Non-GAAP Adjustments		—		—		0.07			0.06
Non-GAAP Guidance	$	55,000	$	62,000	$	0.04		$	0.10

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