Symmetricom Reports First Quarter Fiscal Year 2014 Financial Results Enters Proposed Transaction with Microsemi Corporation

- Net revenue of $48.0 million

- Net loss of $1.0 million, or $0.02 per share

- Non-GAAP net income of $0.9 million, or $0.02 per share

- Free cash flow of $2.7 million

SAN JOSE, Calif., Oct. 21, 2013 /PRNewswire/ -- Symmetricom, Inc. (NASDAQ: SYMM), a worldwide leader in precision time and frequency technologies, today reported financial results for its first quarter of fiscal year 2014 ended September 29, 2013. 

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In a separate announcement earlier today, Symmetricom and Microsemi Corporation announced that they have entered into a definitive agreement whereby Microsemi will acquire Symmetricom for $7.18 per share, in a transaction valued at approximately $230 million, net of Symmetricom's projected cash balance at closing.   As a result of this pending transaction Symmetricom has accelerated the release of its first quarter fiscal 2014 earnings, suspended its prior practice of providing quarterly financial guidance and cancelled its conference call to discuss first quarter fiscal 2014 results scheduled for Tuesday, October 22, at 1:30 p.m. Pacific Time

Net revenue for the first quarter of fiscal 2014 was $48.0 million, compared to $56.4 million reported for the first quarter of fiscal 2013.  Symmetricom reported a net loss of $1.0 million, or $0.02 per share, for the first quarter of fiscal 2014, compared to net loss of $0.2 million, or $0.01 per share, in the first quarter of fiscal 2013.

Non-GAAP net income for the first quarter of fiscal 2014 was $0.9 million, or $0.02 per share, compared to $1.6 million, or $0.04 per share, reported for the first quarter of fiscal 2013. 

Cash, cash equivalents and short-term investments totaled $79.8 million as of September 29, 2013 compared to $75.5 million reported as of June 30, 2013. Net cash provided by operating activities in the first quarter was $4.3 million, and property, plant and equipment purchases were approximately $1.6 million, resulting in free cash flow of $2.7 million

"We made significant progress executing our business plan in the quarter, as we delivered results in-line with our expectations," said Liz Fetter, Chief Executive Officer of Symmetricom.

Business Segment Revenue Results

Revenue in the Communications Business in the first quarter of fiscal 2014 was $23.6 million, compared to $31.4 million reported in the first quarter of fiscal 2013.  Revenue in the Government and Enterprise Business in the first quarter of fiscal 2014 was $24.5 million, compared to $25.0 million reported in the first quarter of fiscal 2013.

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.

Important Information and Where To Find It
The transaction referred to above will be effected through a tender offer which has not yet commenced.  No statement in this document is an offer to purchase or a solicitation of an offer to sell any shares of the common stock of Symmetricom or any other securities.  At the time the Offer is commenced, Microsemi Corporation ("Microsemi") and PETT Acquisition Corp., a wholly owned subsidiary of Microsemi, will file a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (the "SEC"), and Symmetricom will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC.  Any offers to purchase or solicitations of offers to sell may be made only pursuant to such tender offer statement.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  These materials, when prepared and ready for release, will be made available to Symmetricom's stockholders at no expense to them.  In addition, investors and security holders may obtain a free copy of such materials (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the tender offer, which will be named in the tender offer statement.

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, executive transition costs and off-shore 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 the expected closing of the acquisition, and future performance and growth 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, risks associated with uncertainties as to the timing of the tender offer and the subsequent merger; uncertainties as to how many of Symmetricom's stockholders will tender their shares of common stock in the tender offer; the possibility that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the offer or the merger; the effects of disruption from the transactions on Symmetricom's business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the risk that stockholder litigation in connection with the tender offer or the merger may result in significant costs of defense, indemnification and liability; and other risks and uncertainties pertaining to the business of Symmetricom, including, 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 June 30, 2013 and subsequent Forms 10-Q and 8-K.

SYMM-F

Contact:
Justin Spencer
Chief Financial Officer
+1-408-428-7801
jspencer@symmetricom.com

 









SYMMETRICOM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(unaudited)












Three months ended




September 29,


June 30,


September 30,




2013


2013


2012









Net revenue



$ 48,044


$ 52,099


$ 56,391

Cost of sales:








Cost of products and services



27,382


27,538


31,900

Amortization of purchased technology



194


475


234

Restructuring charges



8


572


(45)

Total cost of sales



27,584


28,585


32,089

Gross profit



20,460


23,514


24,302

Gross margin



42.6%


45.1%


43.1%

Operating expenses:








Research and development



6,795


7,975


8,313

Selling, general and administrative



14,161


15,119


16,227

Amortization of intangible assets



86


87


86

Restructuring charges



962


2,650


55

Total operating expenses



22,004


25,831


24,681

Operating income (loss)



(1,544)


(2,317)


(379)

Interest income, net of amortization (accretion) of premium (discount) on investments



88


204


(36)

Income (loss) before income taxes



(1,456)


(2,113)


(415)

Income tax provision (benefit)



(456)


(567)


(212)

Net income (loss)



$ (1,000)


$ (1,546)


$ (203)









Earnings (loss) per share:








Basic



$ (0.02)


$ (0.04)


$ (0.01)

Diluted



$ (0.02)


$ (0.04)


$ (0.01)









Shares used in computing earnings (loss) per share:
















Weighted average shares outstanding - basic



40,863


40,661


40,510

Weighted average shares outstanding - diluted



40,863


40,661


40,510

 









SYMMETRICOM, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(unaudited)














September 29,


June 30,






2013


2013









ASSETS







Current assets:








Cash and cash equivalents




$ 31,965


$ 29,358


Short-term investments




47,881


46,131


Accounts receivable, net




35,743


38,756


Inventories, net




41,219


44,516


Prepaids and other current assets



20,158


18,389


Total current assets




176,966


177,150

Property, plant and equipment, net



23,286


23,869

Intangible assets, net




2,678


2,958

Deferred taxes and other assets




27,340


26,951


Total assets




$ 230,270


$ 230,928









LIABILITIES AND STOCKHOLDERS' EQUITY






Current liabilities:








Accounts payable




$ 8,635


$ 7,813


Accrued compensation




11,255


13,702


Accrued warranty




1,626


1,550


Other accrued liabilities




11,391


12,483


Total current liabilities




32,907


35,548

Long-term obligations




4,833


5,264

Deferred income taxes




334


334


Total liabilities




38,074


41,146

Stockholders' equity:








Common stock




201,521


198,227


Accumulated other comprehensive loss



(156)


(276)


Accumulated deficit




(9,169)


(8,169)


Total stockholders' equity




192,196


189,782


Total liabilities and stockholders' equity


$ 230,270


$ 230,928

 







SYMMETRICOM, INC.

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(In thousands, except per share amounts)

(unaudited)








Three months ended


September 29,


June 30,


September 30,


2013


2013


2012

Reconciliation from GAAP to Non-GAAP






GAAP Net income (loss)

$ (1,000)


$ (1,546)


$ (203)







Add Non-GAAP adjustments:






Equity-based compensation expense:






Cost of products and services

239


222


291

Research and development

176


219


361

Selling, general and administrative

1,139


1,425


1,120

Total equity-based compensation expense

1,554


1,866


1,772







Amortization of intangible assets:






Cost of products and services

194


475


234

Operating expenses

86


87


86

Total amortization of intangible assets

280


562


320

Restructuring charges

970


3,222


10

Executive transition costs

77


1,376


-

Off-shore development transition costs

-


-


729

Income tax effect of Pretax Non-GAAP adjustments

(980)


(2,452)


(1,070)

Non-GAAP Net income

$ 901


$ 3,028


$ 1,558







Earnings (loss) per share-diluted:






GAAP income (loss)

$ (0.02)


$ (0.04)


$ (0.01)

Non-GAAP income

$ 0.02


$ 0.07


$ 0.04

Weighted average shares outstanding - diluted

41,217


41,015


41,675

 










SYMMETRICOM, INC.


RECONCILIATION OF GAAP TO NON-GAAP RESULTS


(In thousands, except per share amounts)


(unaudited)




















Three months ended




September 29, 


June 30,


September 30,




2013


2013


2012









GAAP Revenue


$          48,044


$  52,099


$         56,391









Reconciliation from GAAP to Non-GAAP Gross Profit:







GAAP Gross profit

(A)

$          20,460


$  23,514


$         24,302


GAAP Gross margin


42.6%


45.1%


43.1%









 Non-GAAP adjustments:








Equity-based compensation expense


239


222


291


Amortization of purchased technology 


194


475


234


Restructuring charges


8


572


(45)

Non-GAAP Gross profit

(B)

$          20,901


$  24,783


$         24,782


Non-GAAP Gross margin


43.5%


47.6%


43.9%









Reconciliation from GAAP to Non-GAAP Operating Expense:






GAAP Operating expenses

(C)

$          22,004


$  25,831


$         24,681


Operating expense % to revenue


45.8%


49.6%


43.8%









 Non-GAAP adjustments:








Equity-based compensation expense


(1,315)


(1,644)


(1,481)


Amortization of intangible assets


(86)


(87)


(86)


Restructuring charges


(962)


(2,650)


(55)


Executive transition costs


(77)


(1,376)


-


Off-shore development transition costs


-


-


(729)

Non-GAAP operating expenses

(D)

$          19,564


$  20,074


$         22,330


Non-GAAP operating expenses % to revenue


40.7%


38.5%


39.6%









Reconciliation from GAAP to Non-GAAP Operating Income:






GAAP Operating income 

(A) - (C)

$           (1,544)


$  (2,317)


$            (379)


Operating income % to revenue


-3.2%


-4.4%


-0.7%









Non-GAAP Operating income 

(B) - (D)

$            1,337


$   4,709


$           2,452


Non-GAAP Operating income % to revenue


2.8%


9.0%


4.3%

SOURCE Symmetricom, Inc.



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