SYMMETRICOM INC
10-Q, 1997-10-21
TELEPHONE & TELEGRAPH APPARATUS
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                    UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q
            (Mark One)

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997

                                       or

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF 1934

                For the transition period from to
            .

                          Commission file number 0-2287

                                SYMMETRICOM, INC.
             (Exact name of registrant as specified in its charter)

        California                                         No. 95-1906306
       (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                     Identification No.)

              2300 Orchard Parkway, San Jose, California 95131-1017
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (408) 943-9403


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No

          Applicable Only to Issuers Involved in Bankruptcy Proceedings
                        During the Preceding Five Years:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes   No

                      Applicable Only to Corporate Issuers:

     Indicate  number of shares  outstanding of each of the issuer's  classes of
common stock, as of the latest practical date:

           CLASS                   OUTSTANDING  AS OF  September  30, 1997

        Common Stock                          15,899,747

<PAGE>



                                SYMMETRICOM, INC.

                                    FORM 10-Q

                                      INDEX


                                                                         Page

         PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements:

              Consolidated Balance Sheets --
                 September 30, 1997 and June 30, 1997                      3

              Consolidated Statements of Operations --
                 Three months ended September 30, 1997 and 1996            4

              Consolidated Statements of Cash Flows --
                 Three months ended September 30, 1997 and 1996            5

              Notes to Consolidated Financial Statements                   6

         Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                       8

         PART II.  OTHER INFORMATION

         Item 6. Exhibits and Reports on Form 8-K                         14

         SIGNATURES                                                       14


                                       2
<PAGE>


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                                SYMMETRICOM, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)

                                                          September 30, June 30,
                                                               1997       1997
ASSETS
Current assets:
   Cash and cash equivalents                                 $ 28,068   $ 28,203
   Short-term investments                                       7,503     13,384
                                                             --------   --------
     Cash and investments                                      35,571     41,587
   Accounts receivable, net                                    20,393     21,349
   Inventories                                                 22,784     22,023
   Other current assets                                         4,263      3,830
                                                             --------   --------
     Total current assets                                      83,011     88,789

Property, plant and equipment, net                             39,228     39,617
Other assets, net                                                 727        899
                                                             --------   --------
                                                             $122,966   $129,305
                                                             ========   ========
LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities:
   Accounts payable                                          $  6,477   $  8,189
   Accrued liabilities                                         14,812     16,546
   Current maturities of long-term obligations                    159      5,729
                                                             --------   --------
     Total current liabilities                                 21,448     30,464

Long-term obligations                                           8,533      8,583
Deferred income taxes                                           2,746      2,655

Shareholders' equity:
   Preferred stock, no par value:
     Authorized--500 shares
     Issued--none                                                --         --
   Common stock, no par value:
     Authorized--32,000 shares
     Issued and outstanding--15,900 and 15,879 shares          25,561     25,608
   Retained earnings                                           64,678     61,995
                                                             --------   --------
     Total shareholders' equity                                90,239     87,603
                                                             --------   --------
                                                             $122,966   $129,305
                                                             ========   ========

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       3
<PAGE>



                                SYMMETRICOM, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

                                                          Three months ended
                                                              September 30,
                                                          -------------------

                                                          1997           1996

Net sales                                              $ 33,983        $ 32,023
Cost of sales                                            17,802          18,366
                                                       --------        --------
     Gross profit                                        16,181          13,657
Operating expenses:
   Research and development                               4,603           3,954
   Selling, general and administrative                    8,141           7,103
                                                       --------        --------
     Operating income                                     3,437           2,600
Interest income                                             520             458
Interest expense                                           (292)           (148)
                                                       --------        --------
     Earnings before income taxes                         3,665           2,910
Income taxes                                                982             652
                                                       --------        --------
     Net earnings                                      $  2,683        $  2,258
                                                       ========        ========

Net earnings per common and common
   equivalent share                                    $    .17        $    .14
                                                       ========        ========

Weighted average common and common
   equivalent shares outstanding                         16,242          16,117
                                                       ========        ========













The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       4
<PAGE>





                                SYMMETRICOM, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                          Three months ended
                                                             September 30,
                                                       -------------------------

                                                               1997        1996
Cash flows from operating activities:
   Cash received from customers                            $ 34,232    $ 29,056
   Cash paid to suppliers and employees                     (32,522)    (27,255)
   Interest received                                            319         340
   Interest paid                                               (292)       (148)
   Income taxes paid                                           (533)        (11)
                                                           --------    --------
Net cash provided by operating activities                     1,204       1,982
                                                           --------    --------
Cash flows from investing activities:
   Purchases of short-term investments                       (6,619)     (8,470)
   Maturities of short-term investments                      12,500       1,000
   Purchases of plant and equipment, net                     (1,549)     (2,045)
   Other assets                                                  (4)          4
                                                           --------    --------
Net cash provided by (used for) investing activities          4,328      (9,511)
                                                           --------    --------
Cash flows from financing activities:
   Repayment of long-term debt                               (5,620)        (13)
   Proceeds from issuance of common stock                       777         715
   Repurchase of common stock                                  (824)         --
                                                           --------    --------
Net cash provided by (used for) financing activities         (5,667)        702
                                                           --------    --------
     Net decrease in cash and cash equivalents                 (135)     (6,827)
     Cash and cash equivalents at beginning of period        28,203      31,327
                                                           --------    --------
     Cash and cash equivalents at end of period            $ 28,068    $ 24,500
                                                           ========    ========

Reconciliation of net earnings to net cash
 provided by operating activities:
   Net earnings                                            $  2,683    $  2,258
   Adjustments:
     Depreciation and amortization                            2,084       1,523
     Net deferred income taxes                                  131         300
     Changes in assets and liabilities:
       Accounts receivable                                      956      (2,949)
       Inventories                                             (761)        (35)
       Accounts payable                                      (1,712)        587
       Accrued liabilities                                   (1,734)        903
       Other                                                   (443)       (605)
                                                           --------    --------
     Net cash provided by operating activities             $  1,204    $  1,982
                                                           ========    ========
                                                                          

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       5
<PAGE>



                                SYMMETRICOM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1. Basis of Presentation.  The consolidated financial statements included herein
have been  prepared  by  SymmetriCom,  Inc.,  (the  "Company"),  without  audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain  information and footnote  disclosures,  normally  included in financial
statements prepared in accordance with generally accepted accounting principles,
have been condensed or omitted pursuant to such rules and regulations.  Although
the Company  believes that the  disclosures  which are made are adequate to make
the  information   presented  not   misleading,   it  is  suggested  that  these
consolidated  financial  statements be read in conjunction with the consolidated
financial  statements  and the notes thereto  included in the  Company's  Annual
Report on Form 10-K for the year ended June 30, 1997.

   In the opinion of the  management,  these  unaudited  statements  contain all
adjustments  (consisting  only of normal  recurring  adjustments)  necessary  to
present fairly the financial  position of the Company at September 30, 1997, the
results of operations  and its cash flows for the three month period then ended.
The  results  of  operations  for  the  period  presented  are  not  necessarily
indicative of those that may be expected for the full year.

2.  Inventories.  Inventories  are  stated  at  the  lower  of  cost  (first-in,
first-out) or market. Inventories consist of:

                                             September 30, June 30,
                                                 1997        1997
                                                  (In thousands)
Raw materials                               $ 5,889        $ 6,454
Work-in-process                              10,121          8,450
Finished goods                                6,774          7,119
                                            -------        -------
                                            $22,784        $22,023
                                            =======        =======


3.  Reclassifications.  Certain  reclassifications  have  been  made to the 1996
consolidated statements of cash flows to conform to the 1997 presentation.  Such
reclassifications  had no effect on previously reported results of operations or
retained earnings.

4. Recent Accounting  Pronouncements.  In February 1997,  Statement of Financial
Accounting  Standards No. 128 (SFAS 128), "Earnings per Share," was issued which
establishes  new  standards  for  computing  and  presenting  earnings per share
information.  SFAS 128 requires the  presentation of basic and diluted  earnings
per share information. Basic earnings per share excludes potential common shares
such  as  stock  options  and  is  computed  by  dividing  net  earnings  by the
weighted-average  number of common shares  outstanding  for the period.  Diluted
earnings per share is computed similarly to the existing  requirements for fully
diluted  earnings per share.  The  statement is effective for interim and annual
periods ending after December 15, 1997. Accordingly, the Company will adopt SFAS
128 starting with its second quarter ending  December 31, 1997.  The

                                       6
<PAGE>


Company does not  anticipate  that the earnings per share  calculation  with the
adoption  of SFAS 128  would  have been  materially  different  for the  periods
presented.

5. Contingencies. In January 1994, a securities class action complaint was filed
against  the Company and three of its  officers  in the United  States  District
Court,  Northern  District  of  California.  The action was filed on behalf of a
putative  class of purchasers of the Company's  stock during the period April 6,
1993 through  November 10, 1993. The complaint seeks  unspecified  money damages
and  alleges  that the  Company and  certain of its  officers  violated  federal
securities  laws in connection  with various public  statements  made during the
putative  class  period.  The  Court  dismissed  the first  and  second  amended
complaints with leave to amend.  The plaintiff  filed a third amended  corrected
complaint  in  August  1997.  The  Company  and its  officers  believe  that the
complaint is entirely without merit, and intend to continue to defend the action
vigorously.  The Company is also a party to certain  other  claims in the normal
course of its  operations.  While the results of such claims cannot be predicted
with certainty,  management,  after consultation with counsel, believes that the
final  outcome of such  matters will not have a material  adverse  effect on the
Company's financial position or results of operations.




                                       7
<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Business Outlook and Risk Factors

    Certain  trend  analysis and other  information  contained  in  Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
consists of "forward  looking  statements"  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 are subject to the safe harbor provisions
of those  Sections.  The Company's  actual results could differ  materially from
those  discussed in the forward  looking  statements  due to a number of factors
including the factors listed below.

    Fluctuations  in  Operating  Results.  The  Company's  quarterly  and annual
operating  results have  fluctuated in the past and may continue to fluctuate in
the future due to several factors, including, without limitation, the volume and
timing of orders from customers and shipments to customers,  the  cancelation or
rescheduling  of customer  orders,  changes in the  product or  customer  mix of
sales,  the gain or loss of  significant  customers,  the  Company's  ability to
introduce new products on a timely and  cost-effective  basis, the timing of new
product  introductions  by the Company and its  competitors,  customer delays in
qualification  of new products,  increased  competition and competitive  pricing
pressures,  market  acceptance of new or enhanced  versions of the Company's and
its competitors'  products,  the long sales cycles associated with the Company's
products,  cyclical  conditions  in  the  telecommunications  and  semiconductor
industries,   fluctuations  in  manufacturing  yields  and  other  factors.  The
Company's expense levels are based in part on its expectations  regarding future
net sales and in the short term are to a large extent  fixed.  If the Company is
unable to adjust  spending in a timely manner to compensate  for any  unexpected
future sales shortfall, the Company's business,  financial condition and results
of  operations  could  be  materially  and  adversely  affected.  The  Company's
operations  entail a high level of fixed costs and require an adequate volume of
production and sales to maintain  reasonable gross profit margins.  Accordingly,
any significant decline in demand for the Company's products or reduction in the
Company's average selling prices, or any material delay in customer orders would
have a material adverse effect on the Company's  business,  financial  condition
and results of operations.  In addition,  the Company's future results depend in
large part on growth in the markets for the  Company's  products.  The growth in
each of these  markets  may depend on,  among other  things,  changes in general
economic  conditions,  or conditions which relate specifically to the markets in
which the  Company  competes,  changes in  regulatory  conditions,  legislation,
export rules or  conditions,  interest  rates and  fluctuations  in the business
cycle for any particular market segment.

    Uncertainty  of  Timing of  Product  Sales.  A  substantial  portion  of the
Company's  quarterly  net  sales is often  dependent  upon  shipment  of  orders
received  during that quarter,  of which, a significant  portion may be received
during  the last month or even the last few days of that  quarter.  Furthermore,
most  orders in backlog  can be  rescheduled  or  canceled  without  significant
penalty.  As a result,  the timing of the receipt and shipment of an order,  and
the magnitude of such order, may have a significant  impact on the Company's net
sales and results of  operations  for a particular  quarter.  In  addition,  the
uncertainty in the timing and the receipt of orders,  delays in product shipment
and  unanticipated  rescheduling  or cancelation  of orders may cause  quarterly
operating results to vary significantly from the Company's expectations.

                                       8
<PAGE>

    Customer   Concentration.   A  relatively  small  number  of  customers  has
historically  accounted  for,  and is expected  to  continue  to account  for, a
significant portion of the Company's net sales. In fiscal 1997, AT&T Corporation
(AT&T), a Telecom  Solutions'  customer,  accounted for 16% of the Company's net
sales.  In fiscal 1995, SBC  Communications  Inc.,  another  Telecom  Solutions'
customer, accounted for 11% of the Company's net sales. No other single customer
accounted for 10% or more of net sales in fiscal years 1997,  1996 or 1995.  The
loss of one or more of the  Company's  significant  customers,  or a significant
reduction in sales to any such customer, could have a material adverse effect on
the Company's business, financial condition and results of operations. There can
be no  assurance  that the Company  will  continue to receive  large orders from
significant customers.  Also, in the past, some of the Company's large customers
have significantly reduced or delayed product purchases.  The Company's sales to
its largest  customers have fluctuated in the past and the Company believes such
large   customer   sales  will   continue  to   fluctuate   significantly   from
quarter-to-quarter  and year-to-year in the future.  For example,  the Company's
sales to AT&T  increased  to $22.5  million in fiscal 1997 from $2.6  million in
fiscal 1996 and are expected to decrease significantly in fiscal 1998.

    New  Product   Development.   The  market  for  the  Company's  products  is
characterized   by  rapidly   changing   technologies,   frequent   new  product
introductions, evolving industry standards and changes in end-user requirements.
Technological  advancements  could render the  Company's  products  obsolete and
unmarketable.  The  Company's  success  will depend on its ability to respond to
changing  technologies  and customer  requirements and on its ability to develop
and introduce,  in a cost-effective and timely basis, new and enhanced products.
Delays in new product  development or delays in production  startup could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of  operations.  Such delays have happened in the past, and there can be
no  assurance  that  such  delays  will  not  recur  or that  the  Company  will
successfully  respond to technological  changes and develop and introduce new or
enhanced  products,  or that such new or enhanced  products will achieve  market
acceptance.

    Product  Performance  and  Reliability.  The Company's  customers  establish
demanding specifications for product performance and reliability.  The Company's
products  are  complex  and use  state  of the  art  components,  processes  and
techniques.  There can be no  assurance  that new  products or  enhancements  of
existing  products  will not contain  undetected  errors,  design flaws or other
failures due to the complexities of such products.  Undetected errors and design
flaws have  occurred  in the past.  Any such  unforeseen  problems  could have a
material  adverse  effect  on the  Company's  business,  operating  results  and
financial condition.

    Competition.  The  telecommunications  and semiconductor  industries and the
markets  which  they  serve  are  highly  competitive.  Many  of  the  Company's
competitors or potential  competitors are more  established than the Company and
have greater financial, manufacturing, technical and marketing resources. In the
telecommunications market, Telecom Solutions' primary competitors are Datum Inc.
and   Hewlett-Packard    Company.   In   addition,    the   enactment   of   The
Telecommunications  Act of 1996, which permits Regional Bell Operating Companies
(RBOCs), under certain conditions, to manufacture  telecommunications  equipment
may  result  in  competition  from  these  customers  of  the  Company.  In  the
semiconductor  market,  Linfinity competes with a number of large  multinational
companies and smaller niche companies.


                                       9
<PAGE>

    The Company's  ability to compete  successfully is dependent on its response
to the entry of new  competitors  or the  introduction  of new  products  by the
Company's  competitors,  changing technology and customer  requirements,  timely
development  or  acquisition  of new or  enhanced  products,  the  timing of new
product  introductions by the Company or its competitors,  continued improvement
of existing products,  cost effectiveness,  quality,  price,  service and market
acceptance  of the  Company's  products.  Operating  results may  fluctuate as a
result of unforeseen  actions by  competitors,  the entry of new competitors and
the introduction of new or enhanced competing products.  Competition for many of
the Company's  products continues to increase in existing markets and in the new
markets  in  which  the  Company  has  entered.  Furthermore,  the  Company  has
experienced,  and  expects  to  continue  to  experience,   significant  pricing
pressures in these markets.

    Dependence  on  Foundries,  Assembly  and  Test  Services.  The  Company  is
utilizing IMP, Inc., an independent  semiconductor  foundry located in San Jose,
California,  to supply most of its BiCMOS wafer  requirements.  The Company uses
its own  semiconductor  fabrication  facility  to  manufacture  bipolar  wafers.
Reliance on outside foundries minimizes fixed costs and capital expenditures but
increases  certain  operational  risks,  including  the lack of an assured wafer
supply and limited  control over delivery  schedules and  manufacturing  yields.
Delayed  wafer  supply  or  reduced  manufacturing  yields  may  materially  and
adversely  affect the  Company's  business,  financial  condition  and operating
results.  In addition,  any sudden  demand for an increased  amount of wafers or
sudden  reduction or elimination of wafers from the Company's  outside  foundry,
whether as a result of financial or operational  difficulties at such foundry or
otherwise,  could result in a material  delay in the  shipment of the  Company's
products and have a material adverse effect on the Company's business, financial
condition and results of operations.

    Linfinity also relies on independent contract  manufacturers in the Far East
to assemble and test a  significant  percentage of its  integrated  circuits and
most of its electronic modules. Reliance on independent contractors can lengthen
manufacturing  cycle  times,  especially  if the  Company  is  required,  due to
capacity constraints, to compete against others for these contractors' services.
Any inability to obtain  sufficient  manufacturing  capacity through existing or
alternative  sources at favorable  prices,  if and as required,  could result in
delays or reductions in product  shipments which, in turn, could have a material
adverse effect on the Company's customer relationships and operating results.

    Proprietary  Technology.  The Company's success will depend, in part, on its
ability to protect trade secrets,  obtain or license patents and operate without
infringing  on the rights of others.  The  Company  relies on a  combination  of
trademark,  copyright  and patent  registration,  contractual  restrictions  and
internal security to establish and protect its proprietary rights.  There can be
no assurance  that such  measures  will provide  meaningful  protection  for the
Company's trade secrets or other proprietary information. The Company has United
States patents and patent applications  pending covering certain technology used
by its Telecom Solutions and Linfinity  operations.  However,  while the Company
believes  that  its  patents  have  value,   the  Company  relies  primarily  on
innovation,  technological  expertise and  marketing  competence to maintain its
competitive advantage.  The telecommunications and semiconductor  industries are
both  characterized  by the  existence of a large number of patents and frequent
litigation based on allegations of patent  infringement.  The Company intends to
continue its efforts to obtain patents,  whenever

                                       10
<PAGE>

possible,  but there can be no assurance that patents will be issued or that any
existing   patents  or  patents  that  are  obtained  will  not  be  challenged,
invalidated  or  circumvented  or that  the  rights  granted  will  provide  any
commercial  benefit to the  Company.  The Company is also subject to the risk of
adverse claims and litigation alleging infringement of the intellectual property
rights of others.  From time to time the Company has received  claims from other
parties asserting that their proprietary rights had been infringed, although the
Company is not a party to any intellectual property litigation.  There can be no
assurance  that third parties will not assert  infringement  claims  against the
Company  in the  future  or that  any such  claims  will not  result  in  costly
litigation  or require  the  Company to obtain a license  for such  intellectual
property  rights  regardless  of the merit of such claims.  No assurance  can be
given that any necessary licenses will be available or that, if available,  such
licenses can be obtained on commercially reasonable terms.

    Environmental  Matters.  The  Company's  operations  are subject to numerous
federal, state and local environmental  regulations related to the storage, use,
discharge and disposal of toxic,  volatile or otherwise hazardous chemicals used
in its  manufacturing  process.  While  the  Company  has  not  experienced  any
materially  adverse  effects on its operations from  environmental  regulations,
there can be no assurance that changes in such  regulations  will not impose the
need for  additional  capital  equipment or other  requirements  or restrict the
Company's  ability  to  expand  its  operations.  Failure  to  comply  with such
regulations could result in suspension or cessation of the Company's operations,
or could subject the Company to significant future liabilities.

    Governmental Regulations.  Federal and state regulatory agencies,  including
the Federal  Communications  Commission  and the various  state  public  utility
commissions  and public  service  commissions,  regulate  most of the  Company's
domestic  telecommunications  customers.  Although the Company is generally  not
directly  affected by such  legislation,  the effects of such  regulation on the
Company's  customers may, in turn,  adversely impact the Company's  business and
operating  results.  For  instance,  the sale of the  Company's  products may be
affected by the  imposition  upon certain of the  Company's  customers of common
carrier  tariffs  and  the  taxation  of  telecommunications   services.   These
regulations  are  continuously  reviewed  and  subject to change by the  various
governmental    agencies.   In   addition,   the   recent   enactment   of   The
Telecommunications  Act of 1996  allows  RBOCs,  which are  among the  Company's
largest  customers,  to  manufacture  telecommunications  equipment.  RBOCs may,
therefore,  increasingly  become  competitors  of the  Company in the markets it
serves.  Changes in current or future laws or regulations,  in the United States
or elsewhere, could materially and adversely affect the Company's business.

    Risks Associated with International Sales. The Company's export sales, which
were primarily to the Far East,  Canada and Western  Europe,  accounted for 26%,
28% and 24% of the  Company's  net sales in fiscal  years  1997,  1996 and 1995,
respectively. Export sales to the Far East accounted for 16%, 13% and 11% of net
sales in fiscal years 1997, 1996 and 1995, respectively. International sales may
be subject to certain  risks,  including  but not limited to,  foreign  currency
fluctuations,  export restrictions, longer payment cycles and unexpected changes
in regulatory  requirements or tariffs. To date, sales and purchase  obligations
denominated in foreign currencies have not been significant.  However, if in the
future,  a higher portion of such sales and purchases are denominated in foreign
currencies,  gains and  losses on the  conversion  to U.S.  dollars  of  foreign
currency  accounts  receivable and accounts  payable arising from  international
operations  may  contribute  to 

                                       11
<PAGE>

fluctuations in the Company's business and operating results.  Accordingly,  the
Company does not  currently  engage in foreign  currency  hedging  activities or
derivative  arrangements  but may do so in the  future to the  extent  that such
obligations become more significant.  Additionally,  currency fluctuations could
have an  adverse  effect on the  demand for the  Company's  products  in foreign
markets.  Higher international sales also subject the Company to increased risks
associated with political and economic instability and changes in diplomatic and
trade  relationships.  There  can be no  assurance  that such  factors  will not
materially  and  adversely  affect  the  Company's  operations  in the future or
require the Company to modify  significantly its current business practices.  In
addition,  the laws of certain  foreign  countries may not protect the Company's
proprietary technology to the same extent as do the laws of the United States.

    Changes to Effective Tax Rate. The Company's  effective tax rate is affected
by the percentage of qualified  Puerto Rico earnings  compared to total earnings
as most of the Company's Puerto Rico earnings are taxed under Section 936 of the
U.S.  Internal  Revenue Code which exempts  qualified  Puerto Rico earnings from
federal  income  taxes.  This  exemption  expires at the end of fiscal 2006.  In
addition,  the  benefit  of the  exemption  is  subject  to  certain  wage-based
limitations.  This benefit will be further  limited  based on certain prior year
Puerto Rico earnings  during fiscal years 2003 through 2006. The Company expects
the fiscal 1998 effective tax rate to increase due to the  anticipated  increase
in the  percentage  of total  earnings that is expected to be earned in the U.S.
compared to fiscal 1997.

    Fluctuations  in Stock  Price.  The  Company's  stock price has been and may
continue to be subject to significant  volatility.  Many factors,  including any
shortfall in sales or earnings from levels  expected by securities  analysts and
investors could have an immediate and significant  adverse effect on the trading
price of the Company's common stock.

Results of Operations

   The Company operates in two different industry segments. Telecom Solutions, a
division of the Company,  designs,  manufactures  and markets  advanced  network
synchronization    systems   and    intelligent    access    systems   for   the
telecommunications  industry.  Linfinity  Microelectronics Inc., a subsidiary of
the  Company,  designs,   manufactures  and  markets  linear  and  mixed  signal
integrated circuits, and modules for use in desktop power system, portable power
system and data communications applications.

   Net  sales  increased  by $2.0  million  (6%) to $34.0  million  in the first
quarter of fiscal 1998 from $32.0  million in the first  quarter of fiscal 1997.
Telecom  Solutions net sales  decreased by $1.5 million (8%) to $18.5 million in
the first quarter of fiscal 1998 from $20.0 million in the corresponding  period
of fiscal 1997 primarily due to lower sales of transmission products.  Linfinity
Microelectronics  Inc.  (Linfinity) net sales increased by $3.5 million (29%) to
$15.5  million  in the first  quarter of fiscal  1998 from $12.0  million in the
first quarter of fiscal 1997 principally due to higher unit volume.

    The Company's gross profit,  as a percentage of net sales,  increased to 48%
in the first  quarter of fiscal  1998,  compared to 43% in the first  quarter of
fiscal 1997  principally  due to a shift to higher  profit  margin  products and
increased  manufacturing  efficiencies at both  operations.  Future gross profit
margins  will  largely  depend on product mix,  manufacturing  efficiencies  and
selling prices.

                                       12
<PAGE>


    Research and  development  expense was $4.6 million (or 14% of net sales) in
the first quarter of fiscal 1998, compared to $4.0 million (or 12% of net sales)
in the first quarter of fiscal 1997 as the Company  increased its  investment in
new product development and existing product enhancement at Telecom Solutions.

    Selling,  general and  administrative  expense increased to $8.1 million (or
24% of net sales) in the first  quarter of fiscal 1998 from $7.1 million (or 22%
of net  sales) in the first  quarter  of fiscal  1997  principally  due to costs
associated with higher sales at Linfinity and to the substantial  enhancement of
Linfinity's  sales,  marketing  and  administrative  staff.  This  increase  was
partially offset by lower expenditures at Telecom Solutions.

    Interest income was $.5 million in both the first quarter of fiscal 1998 and
fiscal 1997.

    The Company's effective tax rate was 27% in the first quarter of fiscal 1998
compared to 22% in the first quarter of fiscal 1997.  The effective tax rate for
fiscal 1998 is expected to be lower than the federal tax rate  primarily  due to
the benefit of lower  income tax rates on Puerto Rico  earnings.  The  Company's
effective  tax rate is  affected  by the  percentage  of  qualified  Puerto Rico
earnings  compared  to  total  earnings  as most of the  Company's  Puerto  Rico
earnings  are taxed under  Section 936 of the U.S.  Internal  Revenue Code which
exempts  qualified  Puerto  earnings from federal  income taxes.  This exemption
expires at the end of fiscal  2006.  In  addition,  the benefit of  exemption is
subject to certain wage-based limitations.  This benefit will be further limited
based on certain  prior year  Puerto  Rico  earnings  during  fiscal  years 2003
through 2006. The Company  expects the effective tax rate to be higher in fiscal
1998 due to an anticipated  increase in the percentage of total earnings that is
expected to be earned in the U.S. in fiscal 1998 compared to fiscal 1997.

   As a result of the factors  discussed  above, net income in the first quarter
of fiscal 1998  increased to $2.7 million,  or $.17 per share,  compared to $2.3
million, or $.14 per share, in the first quarter of fiscal 1997.

Liquidity and Capital Resources

      Working  capital  increased to $61.6  million at  September  30, 1997 from
$58.3 million at June 30 1997,  while the current ratio  increased to 3.9 to 1.0
from 2.9 to 1.0. The increase in the current ratio  resulted  primarily from the
repayment of a $5.7 million long-term note.  During the same period,  cash, cash
equivalents  and  short-term  investments  decreased to $35.6 million from $41.6
million  primarily  due to the  early  repayment  of the  long-term  note due in
November  1997 and $1.5  million used for capital  expenditures  which more than
offset $1.2 million in cash provided by operating  activities.  At September 30,
1997,  the Company had $7.0 million of unused  credit  available  under its bank
line of credit.

      The Company believes that cash, cash equivalents,  short-term investments,
funds  generated  from  operations  and funds  available  under its bank line of
credit will be sufficient to satisfy  working capital  requirements  and capital
expenditures  over the near term.  At  September  30,  1997,  the Company had no
material outstanding commitments to purchase capital equipment.


                                       13
<PAGE>


PART II.   OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K

(a)     Exhibits

        27.1Financial Data Schedule

(b)     Reports on Form 8-K

        No  reports  on Form  8-K were  filed  during  the  three  months  ended
September 30, 1997.


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                          SYMMETRICOM, INC.
                                          (Registrant)

DATE:  October 21, 1997                         By:

                                      /s/ J. Scott Kamsler
                                      --------------------  
                                      J. Scott Kamsler
                                      Senior Vice President, Finance
                                      and Chief Financial Officer
                                      (for Registrant and as Principal
                                      Financial and Accounting Officer)



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<FISCAL-YEAR-END>                              JUN-30-1998
<PERIOD-START>                                 JUL-01-1997
<PERIOD-END>                                   SEP-30-1997
<CASH>                                            28,068
<SECURITIES>                                       7,503
<RECEIVABLES>                                     20,887
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<TOTAL-ASSETS>                                   122,966
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                                  0 
                                            0
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