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 29, 2003

TUT SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-25291	94-2958543
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

5200 Franklin Drive, Suite 100 Pleasanton, California (Address of principal executive offices) 94588 (Zip Code)

(925) 460-3900

(Registrant’s telephone number, including area code)

Item  12. Results of Operations and Financial Condition

The information contained in Item 12 of this Current Report is being furnished pursuant to “Item 12. Results of Operations and Financial Condition” in accordance with SEC Release No. 33-8176 (January 22, 2003).

On October 29, 2003, Tut Systems, Inc. issued a press release announcing its earnings for the third fiscal quarter ended September 30, 2003. The press release, attached hereto as Exhibit 99.1, is being furnished on this Form 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, thereunto duly authorized.

October 29, 2003	By:	/s/    SALVATORE D’AURIA
		Salvatore D’Auria, Chairman, President and Chief Executive Officer

Index to Exhibits

Exhibit	Description
99.1	Press release of Tut Systems, Inc. issued on October 29, 2003.

EX-99.1

EXHIBIT 99.1

TUT SYSTEMS, INC. REPORTS THIRD QUARTER 2003 RESULTS

Pleasanton, Calif., October 29, 2003 — Tut Systems, Inc. (Nasdaq: TUTS), today announced its results for the third quarter 2003. Revenue for the quarter ended September 30, 2003, was $8.5 million compared with revenue of $2.0 million for the quarter ended September 30, 2002. This represents a year-over-year increase in revenues of 319%. Revenue for the nine months ended September 30, 2003, was $23.0 million compared with $6.9 million for the nine months ended September 30, 2002. This represents a year-over-year increase in revenues of 233%. The increases are primarily attributable to the strategic acquisition of VideoTele.com in November 2002. Further, revenue of $8.5 million for the quarter ended September 30, 2003 represents an 8% increase over second quarter 2003 revenues of $7.9 million.

The net loss for the three and nine months ended September 30, 2003, was $(0.7) million or $(0.04) per basic and diluted share and $(5.0) million or $(0.25) per basic and diluted share, respectively. This compares with the net loss for the three and nine months ended September 30, 2002, of $(5.9) million or $(0.36) per basic and diluted share and $(24.6) million or $(1.50) per basic and diluted share, respectively.

Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) for the quarter ended September 30, 2003, improved by $4.9 million to $23 thousand, compared with a negative $4.9 million for the quarter ended September 30, 2002. EBITDA for the nine months ended September 30, 2003, improved by $18.9 million to a negative $2.8 million from a negative $21.7 million for the same period in 2002. The Company computes EBITDA, as reflected in the table appearing at the end of this press release, by adding net interest, depreciation and amortization expense to its GAAP reported net loss. (For a reconciliation of GAAP to non-GAAP figures, please see the accompanying table entitled “Third Quarter Fiscal Year 2003 GAAP to Non-GAAP Reconciliation.”)

Third Quarter Conference Call Information

Tut Systems will host a conference call to discuss third quarter results beginning today at 2:00 pm Pacific time. For callers within the United States, please dial 800-939-8871 at least 5 minutes before start time or visit http://www.tutsystems.com. International participants may dial 706-643-1559 or visit http://www.tutsystems.com.

For callers within the United States accessing the conference call replay, please dial 800-642-1687, conference identification code, 3597971. International participants may dial +1-706-645-9291. The replay will be available at http://www.tutsystems.com two hours after the call ends for at least one week.

Recent Announcements:

Significant announcements from Tut Systems since the second quarter earnings release include:

7/30/03	Tut Systems and Siemens Partner to Win Portugal Telecom ConcePT Hotel Program
7/30/03	Cameron and Wamego Using VideoTele.com’s IP TV Solution to Deliver Digital TV Services
7/30/03	Duo County and Dumont Telephone to Offer Digital Tier Cable TV Service Using VideoTele.com Solution
9/9/03	Hong Kong’s Leading Telecommunications Provider Selects VideoTele.com’s Astria(R) Digital TV Solution
9/23/03	Tut Systems and Teleste Join to Offer Open Solutions for Advanced Broadcast TV and VOD Applications
10/2/03	Tut Systems and RYCOM Partner to Deliver High-Performance Network Infrastructure for University of Toronto’s Student Housing
10/14/03	VideoTele.com Announces First Customer for New M2-10 Video Transport Solution

About Tut Systems, Inc.

Tut Systems, Inc. (NASDAQ: TUTS) delivers industry leading content processing and distribution products for deploying next-generation data and video services over broadband networks. Tut Systems products are used by telecommunications, cable, entertainment and communications companies, as well as government agencies from around the world, to enable the delivery of broadcast-quality video over any broadband network. VideoTele.com, a subsidiary of Tut Systems, is the world leader in delivering digital TV over xDSL networks.

Tut Systems is headquartered in Pleasanton, CA with administrative offices in Lake Oswego, OR and on the Internet at <http://www.tutsystems.com>. Tut Systems can be contacted at 925-460-3900, 503-594-1400 or 800-998-4888.

- FINANCIAL TABLES FOLLOW -

Contact:

Randy Gausman

Chief Financial Officer

Tut Systems

(503)-594-1400

RandallG@VideoTele.com

Jeff Schline

Manager, Corporate Communications

Tut Systems

(503) 594-1364

jschline@VideoTele.com

TUT SYSTEMS, INC.

THIRD QUARTER FISCAL YEAR 2003 GAAP TO NON-GAAP RECONCILIATION

(in thousands)

(unaudited)

Use of Non-GAAP Financial Measures

EBITDA is a financial measure that is not determined in accordance with generally accepted accounting principles (“GAAP”). EBITDA does not represent funds available for management’s discretionary use and is not intended to represent cash flow from operations. EBITDA should not be construed as a substitute for net loss or as a better measure of liquidity than cash flow from operating activities, both of which are determined in accordance with GAAP. EBITDA excludes components that are significant in understanding and assessing the Company’s results of operations and cash flows. In addition, EBITDA is not a term defined by GAAP and as a result, our measure of EBITDA might not be comparable to similarly titled measures used by other companies. The Company presents the reconciliation from net loss to EBITDA since the Company deems net loss the most directly comparable GAAP term.

However, the Company believes that EBITDA is relevant and useful information. Company management refers to EBITDA in making operating decisions because it provides meaningful supplemental information regarding the company’s operational performance. For instance, management believes that EBITDA is useful in assessing the Company’s core operating results and internal comparisons to the Company’s historical operating results. Accordingly, the Company is disclosing this information to permit a more comprehensive analysis of our operating performance, as an additional measure of performance and liquidity and to provide additional information with respect to the Company’s ability to meet future debt service, capital expenditures and working capital requirements.

	Three months ended September 30,						Nine months ended September 30,
	2003			2002			2003			2002
Net loss	$	(742	)	$	(5,867	)	$	(4,998	)	$	(24,621	)
Depreciation		297			813			796			2,599
Amortization		442			300			1,360			899
Interest expense (income), net		26			(158	)		28			(599	)
EBITDA	$	23		$	(4,912	)	$	(2,814	)	$	(21,722	)

TUT SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2003			2002			2003			2002
Revenues:
Product	$	8,283		$	1,840		$	22,384		$	6,317
License and royalty		239			195			604			590
Total revenues		8,522			2,035			22,988			6,907
Cost of goods sold:
Product		3,751			1,249			11,025			9,340
Gross margin (loss)		4,771			786			11,963			(2,433	)
		56.0	%		38.6	%		52.0	%		(35.2	)%
Operating expenses:
Sales and marketing		1,848			1,830			5,702			6,612
Research and development		1,887			3,172			6,221			9,959
General and administrative		1,018			642			3,325			3,844
Restructuring costs		292			870			292			870
Impairment of intangible assets								128
Amortization of intangible assets		442			300			1,360			899
Total operating expenses		5,487			6,814			17,028			22,184
Loss from operations		(716	)		(6,028	)		(5,065	)		(24,617	)
Impairment of certain equity investments											(592	)
Interest and other (expense) income, net		(26	)		161			67			588
Net loss	$	(742	)	$	(5,867	)	$	(4,998	)	$	(24,621	)
Net loss per share, basic and diluted	$	(0.04	)	$	(0.36	)	$	(0.25	)	$	(1.50	)
Shares used in computing net loss, basic and diluted		20,040			16,482			19,912			16,451

TUT SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

	September 30, 2003		December 31, 2002
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	13,956	$	25,571
Accounts receivable, net		7,187		1,972
Inventories, net		3,822		3,888
Prepaid expenses and other		1,517		1,082
Total current assets		26,482		32,513
Property and equipment, net		1,579		1,630
Intangibles and other assets		4,099		5,586
Total assets	$	32,160	$	39,729
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	4,575	$	7,196
Deferred revenue		170		921
Total current liabilities		4,745		8,117
Deferred revenue, net of current portion				35
Other liabilities		3,511		3,346
Total liabilities		8,256		11,498
Stockholders’ equity		23,904		28,231
Total liabilities and stockholders’ equity	$	32,160	$	39,729