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PART I
ITEM 1. Business
Symmetricom, Inc. (the "Company"), formerly Silicon General, Inc.,
was incorporated in California in 1956. The Company conducts its
business through two separate operations, Telecom Solutions and Linfinity
Microelectronics Inc. (LMI). Each operates in a different industry
segment. Telecom Solutions principally designs, manufactures and markets
telecommunications equipment. LMI principally designs, manufactures and
markets linear and mixed signal integrated circuits.
Telecom Solutions
Telecom Solutions products include telecommunications equipment that
synchronizes digital telephone offices and networks, as well as the
Integrated Digital Services Terminal (IDST) which provides transmission,
monitoring and test access for signaling networks and enhanced
intelligent digital services.
Synchronization products consist principally of quartz and rubidium
based Digital Clock Distributors (DCDs), which provide highly accurate
and uninterruptible clocks that meet the synchronization requirements of
digital networks. Telecom Solutions has established itself as a leader
in telephone digital network synchronization and has introduced a series
of DCDs and related products. These products provide the critical timing
that permits telephone companies and private network operators to
precisely synchronize such diverse telephone network elements as digital
switches, digital cross-connect systems and multiplexers for customers
who are dependent upon high quality data transmission.
Customer requirements for synchronization are changing as telephone
companies are using new transmission technologies. In response, Telecom
Solutions developed a new platform, the DCD500 Series, which meets the
evolving requirements for more accurate synchronization of networks such
as the Synchronous Optical Network (SONET) and the Signaling System Seven
(SS7) network. The DCD500 Series provides new network management
functionality and increased monitoring capabilities, and meets the
international standards required for deployment in a Synchronous
Digital Hierarchy network. DCD500 Series products were first shipped in
fiscal 1994.
In addition, a platform was developed, the DCD Local Primary
Reference (LPR), which provides the ability to cost effectively use
Global Positioning System (GPS) and LOng RAnge Navigation (LORAN-C)
satellite and land navigation services to provide direct Stratum 1
traceable synchronization at offices equipped with DCD systems. The
DCD LPR was introduced in fiscal 1994. Other new products have been
developed to increase the functionality of Telecom Solutions existing
products. Also, a primary reference clock was designed as Telecom
Solutions first Master Clock for telecommunications networks.
Telecom Solutions synchronization systems are typically priced from
$5,000 to $40,000.
In the first quarter of fiscal 1994, the Company acquired Navstar
Limited, a United Kingdom company, and its U.S. affiliate (collectively
"Navstar"). Navstar develops and manufactures GPS receivers for the
Company's internal use in its synchronization products and for use in the
survey positioning and location markets. Navstar products are typically
priced from $300 to $10,000.
The IDST is a network access system designed for use in telephone
company central and end offices. Customers deploy the IDST primarily
as a transmission, monitoring and test access vehicle for SS7 networks,
which provides maintenance personnel with flexible, centralized remote
access to SS7 links for troubleshooting and performance verification.
The IDST can also be deployed as an intelligent digital terminal, an
intelligent network element providing connectivity between the transport
network and customer-serving side of the network. The IDST enhances the
network with distributed digital cross-connect functionality and provides
subrate, multipoint, test and surveillance capabilities to the subscriber
loop.
IDST systems are typically priced at less than $75,000 for a small
system to more than $300,000 for a large system.
Linfinity Microelectronics Inc.
During July 1993, substantially all of the assets and liabilities of
the Company's Semiconductor Group were transferred to LMI, a newly-formed
and wholly-owned subsidiary of the Company. LMI products principally
include linear and mixed signal, standard and custom integrated circuits
(ICs) primarily for use in intelligent power management, motion control
and signal conditioning applications in the commercial, industrial and
defense and space markets. LMI derives a substantial portion of its
sales from power management products including pulse width modulators,
linear voltage regulators, supervisory circuits and power factor
correction ICs. A significant portion of LMI sales is attributable to
motion control ICs for the computer disk drive industry. Signal
conditioning ICs are a new product line for LMI.
LMI manufactures linear and mixed signal ICs utilizing bipolar and
bipolar complementary metal oxide silicon (BiCMOS) wafer fabrication
processes. LMI also sells ICs utilizing CMOS wafer fabrication
processes. LMIs new strategy is to develop more market driven standard
products which are primarily used in computer and data storage, lighting,
automotive, communications and test equipment, instrumentation and
defense and space equipment. LMI products are generally priced from
$0.30 to $5.00 for commercial and industrial applications, $2.50 to
$22.00 for defense applications and $200 to $500 for high reliability
defense and space applications.
Industry Segment Data
Information as to net sales, operating income or loss and
identifiable assets attributable to each of the Company's two industry
segments for each year in the three year period ended June 30, 1994, is
contained in Note N of the Notes to Consolidated Financial Statements
included in the Company's 1994 Annual Report (the "Annual Report"), which
Note is incorporated herein by reference to Excerpts of the Annual
Report.
Marketing
In the United States, Telecom Solutions markets and sells most of
its products through its own sales force to telephone and
telecommunications companies. Internationally, Telecom Solutions markets
and sells its products through its own sales operation in the United
Kingdom and independent sales representatives and distributors elsewhere.
In the United States and internationally, LMI sells its products through
its own sales force and independent sales representatives to original
equipment manufacturers and distributors.
Licensing and Patents
The Company has several United States patents and patent
applications pending covering certain technology used by its Telecom
Solutions and LMI operations. In addition, both operations use
technology licensed from others. 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 Company intends to continue its efforts to
obtain patents, whenever possible, but there can be no assurance that any
patents obtained will not be challenged, invalidated or circumvented or
that the rights granted will provide any commercial benefit to the
Company. Additionally, if any of the Company's processes or designs are
identified as infringing upon patents held by others, there are no
assurances that a license will be available or that the terms of
obtaining any such license will be acceptable to the Company.
Manufacturing
The Telecom Solutions manufacturing process consists primarily of
in-house electrical assembly and test performed by the Company's wholly-
owned subsidiary in Aguada, Puerto Rico.
The LMI manufacturing process consists primarily of bipolar and
BiCMOS wafer fabrication, component assembly and final test. Its
integrated circuits are principally fabricated in the Company's wafer
fabrication facility in Garden Grove, California. However, LMI also
utilizes outside services to perform certain operations during the
fabrication process. In addition, most of LMI integrated circuits
utilizing CMOS wafer processes are currently manufactured by outside
semiconductor foundries. Component assembly and final test are performed
in the Far East by independent subcontract manufacturers or in Garden
Grove by employees.
The Company primarily uses standard parts and components and
standardsubcontract assembly and test, which are generally available from
multiple sources. The Company, to date, has not experienced any
significant delays in obtaining needed standard parts, components and
services from its suppliers but there can be no assurance that such
problems will not develop in the future. However, the Company maintains
a reserve of certain single source components and seeks alternative
suppliers where possible as the Company believes that a lack of
availability of single source components would have an adverse effect on
the Company's operating results.
Backlog
The Company's backlog was approximately $18,000,000 at June 30,
1994, compared to approximately $18,300,000 at June 30, 1993. Backlog
consists of orders which are expected to be shipped within the next
twelve months. However, the Company does not believe that current or
future backlog levels are necessarily indicative of future operating
results. Historically, a substantial portion of Telecom Solutions net
sales in any fiscal period have been derived from orders received during
that period. Furthermore, most orders in backlog can be rescheduled or
canceled without significant penalty. In addition to its dependence on
the timing of the receipt of orders, backlog is dependent on the
seasonality of telephone company capital spending and on the cyclical
nature of customer demand, particularly for semiconductors.
Key Customers and Export Sales
No customer accounted for 10% or more of net sales in fiscal years
1994 or 1993. One customer, principally a Telecom Solutions customer,
AT&T, accounted for 14% of the Company's net sales in fiscal year 1992.
Export sales, primarily to Western Europe, Canada and the Far East,
accounted for 18%, 12% and 14% of the Company's net sales in fiscal
years 1994, 1993 and 1992, respectively.
Competition
The businesses in which the Company is engaged are highly
competitive. A number of the Company's competitors or potential
competitors have been in operation for a much longer period of time than
the Company, have greater financial, manufacturing, technical and
marketing resources, and are able to or could offer much broader lines of
products than are presently marketed by the Company.
Telecom Solutions competes primarily on product reliability and
performance, customer service and, to a lesser extent, price. The
Company believes that Telecom Solutions generally competes favorably with
respect to these factors.
LMI competes primarily on price, product reliability and
performance, and customer service. The Company believes that LMI
generally competes favorably with respect to these factors.
The Company's ability to compete successfully is dependent upon
development or acquisition of new products, continued improvement of
existing products, cost effectiveness and market acceptance of the
Company's products.
Research and Development
The Company has actively pursued the application of new technology
in the industries in which it competes and has its own staff of engineers
and technicians who are responsible for the design and development of new
products. In fiscal years 1994, 1993 and 1992, research and development
expenditures were $11,454,000, $8,355,000, and $5,919,000, respectively.
All research and development expenditures were expensed as incurred. At
June 30, 1994, 66 engineering and engineering support employees were
engaged in development activities. Telecom Solutions focused its
development efforts in fiscal year 1994 on new synchronization platforms
and related products. New products which conform with the requirements
of the SONET and SS7 network as well as the emerging international
standards went into production during fiscal year 1994. Telecom
Solutions research and development expenditures were $7,821,000,
$6,374,000 and $4,600,000 in fiscal years 1994, 1993 and 1992,
respectively. LMI focused its development efforts in fiscal year 1994 on
improving its design capabilities and bipolar and BiCMOS process
technologies, and new product development. New products for use in
power management, motion control and signal conditioning applications
are currently in the development stage. LMI research and development
expenditures were $3,633,000, $1,981,000 and $1,319,000 in fiscal years
1994, 1993 and 1992, respectively. There can, of course, be no assurance
that the Company will be able to continue to develop proprietary products
which will be accepted in its markets.
Environmental Regulation
The Company's operations are subject to numerous federal, state and
local environmental regulations. Failure to comply with such regulations
could result in suspension or cessation of the Company's operations,
could require significant capital expenditures, or could subject the
Company to significant future liabilities.
Employees
At June 30, 1994, the Company had 616 employees, including 377 in
manufacturing, 92 in engineering and 147 in sales, marketing and
administration. At June 30, 1994, Telecom Solutions had 398 employees
and LMI had 218 employees. The Company believes that its future success
is highly dependent on its ability to attract and retain highly qualified
management, sales, marketing and technical personnel. Accordingly, the
Company maintains employee performance incentive and stock plans for
certain of its employees. No Company employees are represented by a
labor union, and the Company has experienced no work stoppages. The
Company believes that its employee relations are good.
Operating Results and Stock Price Volatility
Future operating results will largely depend upon the Company's
ability to implement new technologies and develop and market new
products, changes in product mix and manufacturing efficiencies. Future
Telecom Solutions operating results will continue to be highly dependent
on receipt of orders during the applicable fiscal period. Future LMI
operating results will also be subject to the cyclical nature of the
semiconductor industry.
The Company's future earnings and stock price may be subject to
significant volatility. 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.
ITEM 2. Properties
The following are the principal facilities of the Company as of June
30, 1994:
Approximate Owned/Lease
Principal Floor Area Expiration
Location Operations (Sq. Ft.) Date
________ __________ ___________ ___________
San Jose, California Corporate Offices,
and Telecom Solutions
administration,
sales, engineering
and manufacturing 47,000 July 1997
Aguada, Puerto Rico Telecom Solutions
manufacturing 22,000 September
2000
Aguada, Puerto Rico Telecom Solutions
manufacturing 23,000 September
1999
Northampton, Navstar administration,
England sales, engineering and
manufacturing 28,000 April
1999
Guildford, Surrey, Telecom Solutions
England sales and service 2,000 April
1995
Garden Grove, LMI administration,
California sales, engineering
and manufacturing 96,000 Owned
Garden Grove, LMI wafer
California fabrication 9,000 Owned
The 96,000 square foot facility located in Garden Grove, California
is subject to an encumbrance as described in Note F of the Notes to
Consolidated Financial Statements which information is incorporated
herein by reference to Excerpts of the Annual Report. The Company
believes that its current facilities are well maintained and generally
adequate to meet short-term requirements.
ITEM 3. Legal Proceedings
On January 11, 1994, a securities class action complaint was filed
in the United States District Court for the Northern District of
California
against the Company, three of its officers and two unaffiliated parties,
by one of the Company's shareholders. The complaint requests that the
court certify a class of plaintiffs consisting of persons who purchased
shares of the Company's common stock during a specified period in 1993.
The complaint alleges that false and misleading statements made during
that period artificially inflated the price of the common stock in
violation of federal securities laws. There is no specific amount of
damages requested in the complaint. The Company and its officers believe
that the complaint is entirely without merit, and intend to vigorously
defend against the action. The Company is also a party to certain other
claims which are normal in the course of its operations. While the
results of such claims cannot be
predicted with certainty, management 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.
ITEM 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the security holders of the
Company during the last quarter of the fiscal year ended June 30, 1994.
Executive Officers of the Company
Following is a list of the executive officers of the Company and
brief summaries of their business experience. All officers, including
executive officers, are elected annually by the Board of Directors at
its meeting following the annual meeting of shareholders. The Company
is not aware of any officer who was elected to the office pursuant to
any arrangement or understanding with another person.
Name Age Position
William D. Rasdal 61 Chairman of the Board and Chief
Executive Officer
Paul N. Risinger 61 Vice Chairman and Assistant
Secretary
J. Scott Kamsler 46 Vice President, Finance, Chief
Financial Officer and Secretary
D. Ronald Duren 51 President and Chief Operating
Officer, Telecom Solutions
Dale Pelletier 43 Vice President, Operations,
Telecom Solutions
Brad P. Whitney 40 President and Chief Operating
Officer, Linfinity
Microelectronics
Inc.
Mr. Rasdal has served as Chairman of the Board of the Company since
July 1989 and as Chief Executive Officer since joining the Company in
November 1985. From November 1985 until July 1989, Mr. Rasdal was
President and a Director of the Company. From March 1980 until March
1985, Mr. Rasdal was associated with Granger Associates, a manufacturer
of telecommunications products. His last position with Granger
Associates was President and Chief Operating Officer. From November 1972
to January 1980, Mr. Rasdal was employed by Avantek as Vice President and
Division Manager for Avantek's microwave integrated circuit and
semiconductor operations. For the thirteen years prior to joining
Avantek, he was associated with TRW in various management positions. His
last position there was General Manager of TRW's Semiconductor Division.
Mr. Risinger has served as Vice Chairman of the Company since August
1990 and as a Director of the Company since March 1989. From November
1985, when Mr. Risinger joined the Company, until August 1990, he served
as Executive Vice President, Advanced Marketing and Technology (AMAT).
From April 1981 to May 1985, Mr. Risinger served as Executive Vice
President, AMAT, for Granger Associates and was responsible for the
development of new businesses for the Digital Signal Processing Division.
For four years prior thereto, he served as Executive Vice President and
Chief Operating Officer of the Safariland Companies, a manufacturer of
equipment and accessories in the public safety field. Prior to joining
Safariland, Mr. Risinger was associated with TRW in various management
roles in marketing, research and development, and general management for
seventeen years.
Mr. Kamsler has served as Vice President, Finance, Chief Financial
Officer and Secretary since joining the Company in October 1989. Mr.
Kamsler has also served as a Director of DSP Technology Inc., a
manufacturer of computer automated measurement and control
instrumentation,
since November 1988. Prior to October 1989, Mr. Kamsler served as Vice
President, Finance and Chief Financial Officer of Solitec, Inc. (January
1984 to September 1989), a manufacturer of semiconductor production
equipment, DSP Technology Inc. (April 1984 to September 1989), a former
affiliate of Solitec and E-H International, Inc. (March 1982 to
January 1984), a manufacturer of automatic test equipment, disk and tape
drive controllers, and printed circuit boards. From November 1977 until
January 1982, Mr. Kamsler held various finance positions with Intel
Corporation.
Mr. Duren has served as President and Chief Operating Officer,
Telecom Solutions since August 1990. From August 1988 until August 1990,
Mr. Duren served as Vice President, Sales, Telecom Solutions. From July
1986, when Mr. Duren joined the Company, until August 1988, he held the
position of Director of Marketing and Sales, Telecom Solutions. For
three years prior to joining the Company, Mr. Duren served as Vice
President, Telco Sales for Granger Associates. Previously, Mr. Duren
served in various management positions with AT&T for seventeen years.
Mr. Pelletier has served as Vice President, Operations, Telecom
Solutions since July 1993. From July 1992 until July 1993, Mr. Pelletier
served as General Manager, Synchronization Division, Telecom Solutions.
From August 1990 until July 1992, he served as Synchronization Division
Manager, Telecom Solutions. From August 1989 until August 1990, Mr.
Pelletier served as Operations Manager, Telecom and Analog Solutions
Divisions. From August 1986, when Mr. Pelletier joined the Company,
until August 1989, he held the position of Manufacturing Manager, Telecom
Solutions. Previously, Mr. Pelletier served in various finance and
manufacturing positions for nine years with several manufacturing
companies.
Mr. Whitney joined the Company in November 1992 as President and
Chief Operating Officer for Linfinity Microelectronics Inc. and has
served in such capacity since that date. He joined the Company after
twelve years with Texas Instruments (TI), a semiconductor company.
From November 1990 to November 1992, Mr. Whitney was the Standard Linear
Products Manager, Semiconductor Group at TI. From December 1985 to
November 1990, Mr. Whitney was the Op Amps Product Manager, Semiconductor
Group. From November 1983 through November 1985, Mr. Whitney held
various
positions within the Voltage Regulator Product Group at TI. For the
three
years prior to working in the Semiconductor Group, Mr. Whitney was
associated with the Consumer Products Group. His last position in this
Group was as IC Development Manager, Home Computer Division. Prior to
joining TI, Mr. Whitney was an Engineering Supervisor and Instructor for
the University of Southwestern Louisiana Departments of Computer Science
and Electrical Engineering.
PART II
ITEM 5. Market for the Registrant's Common Stock and Related Stockholder
Matters
The information set forth under the caption "Quarterly Results and
Stock Market Data (unaudited)" is incorporated herein by reference to
Excerpts of the Annual Report.
ITEM 6. Selected Financial Data
The information set forth under the captions "Financial Highlights,"
"Five Year Selected Financial Data" and the fourth sentence of footnote B
to the information set forth under the caption "Quarterly Results and
Stock Market Data (unaudited)" is incorporated herein by reference to
Excerpts of the Annual Report.
ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The information set forth under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" is
incorporated herein by reference to Excerpts of the Annual Report.
ITEM 8. Financial Statements and Supplementary Data
The Consolidated Financial Statements, together with the report
thereon of Deloitte & Touche LLP dated July 28, 1994, are incorporated
herein by reference to Excerpts of the Annual Report.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
Information regarding directors appearing under the caption
"Proposal No. One - Election of Directors--Nominees" on pages 2 and 3 of
the Company's Proxy Statement for the 1994 Annual Meeting of Shareholders
filed with the Commission on September 16, 1994, (the "Proxy Statement")
is incorporated herein by reference.
Information regarding executive officers is incorporated herein by
reference from Part I hereof under the heading "Executive Officers of the
Company" immediately following Item 4 in Part I hereof. Information
regarding compliance with Section 16(a) of the Securities Exchange Act of
1934, as amended, is incorporated herein by reference from the first
paragraph of the section entitled "Other Information--Compliance with
Section 16 of the Securities Exchange Act of 1934" appearing on page 7 of
the Proxy Statement.
ITEM 11. Executive Compensation
Incorporated herein by reference to the Proxy Statement under the
captions "Proposal No. One - Election of Directors--Nominees" on pages 2
and 3, "Executive Officer Compensation" on pages 9, 10 and 11, "Proposal
No. One - Election of Directors--Director Compensation" on page 4 and
"Certain Transactions" on pages 11 and 12.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated herein by reference to the Proxy Statement under the
caption "Other Information--Share Ownership by Principal Shareholders
and Management" on page 7.
ITEM 13. Certain Relationships and Related Transactions
Incorporated herein by reference to the Proxy Statement under the
caption "Certain Transactions" on pages 11 and 12.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial Statements and Financial Statement Schedules
The following documents are filed as part of this report:
1. Financial Statements*:
Consolidated Balance Sheets at June 30, 1994 and 1993
Consolidated Statements of Operations for the years ended
June 30, 1994, 1993 and 1992
Consolidated Statements of Shareholders' Equity for the
years ended June 30, 1994, 1993 and 1992
Consolidated Statements of Cash Flows for the years
ended June 30, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
Independent Auditors' Report
* Incorporated herein by reference to Excerpts of the Company's 1994
Annual Report
2. Financial Statement Schedules:
Independent Auditors' Report
For the three fiscal years ended June 30, 1994
II Amounts Receivable from Related Parties and
Underwriters, Promoters and Employees other than
Related Parties
V Property, Plant and Equipment
VI Accumulated Depreciation and Amortization of
Property, Plant and Equipment
VIII Valuation and Qualifying Accounts and Reserves
All other schedules have been omitted because they are not
applicable, not required, or the required information is included in
the Consolidated Financial Statements or notes thereto.
3. Exhibits:
See Item 14(c) below.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of
the fiscal year ended June 30, 1994.
(c) Exhibits
The exhibits listed on the accompanying index immediately
following the signature page are filed as a part of this
report.
(d) Financial Statement Schedules
See Item 14(a) above.
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Symmetricom, Inc.
We have audited the consolidated financial statements of
Symmetricom,
Inc., formerly Silicon General, Inc., and subsidiaries as of June 30,
1994 and 1993, and for each of the three years in the period ended June
30, 1994, and have issued our report thereon dated July 28, 1994; such
financial statements and report are included in your 1994 Annual Report
to Shareholders and are incorporated herein by reference. Our audits
also included the financial statement schedules of Symmetricom, Inc. and
subsidiaries listed in Item 14(a)2. These financial statement schedules
are the responsibility of the Company's management. Our responsibility
is to express an opinion based on our audits. In our opinion, such
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
DELOITTE & TOUCHE LLP
San Jose, California
July 28, 1994
SCHEDULE
II
SYMMETRICOM, INC.
_________________
AMOUNTS RECEIVABLE FROM RELATED PARTIES
AND UNDERWRITERS, PROMOTERS AND EMPLOYEES
OTHER THAN RELATED PARTIES
(In thousands)
Balance
at
Name of Debtor Beginning Amounts
of Year Additions Collected Current Noncurrent
______________ _________ _________ _________ _______ __________
Year ended June 30, 1994:
Brad P. Whitney (1) $ 95 $ -- $ -- $ -- $ 95
Brad P. Whitney (2) $ 10 $ 4 $ -- $ 14 $ --
Year ended June 30, 1993:
Brad P. Whitney (1) $ -- $ 95 $ -- $ -- $ 95
Brad P. Whitney (2) $ -- $ 10 $ -- $ 10 $ --
(1) Unsecured loan bearing interest at the rate of 5.34% per annum, due
April 1998. The Company collected $71,570 in August 1994.
(2) Short-term advance collected by the Company in August 1994.
SCHEDULE V
SYMMETRICOM, INC.
_________________
PROPERTY, PLANT AND EQUIPMENT
(In thousands)
Balance
at Balance
Beginning Additions Retire- at End
of Year at Cost ments of Year
_________ _________ ________ ________
Year ended June 30, 1994:
Land $ 1,247 $ -- $ -- $ 1,247
Buildings 8,938 109 1,056 7,991
Machinery and equipment 26,928 3,650 4,126 26,452
Leasehold improvements 2,051 219 2 2,268
________ ________ ________ ________
$ 39,164 $ 3,978 $ 5,184 $ 37,958
======== ======== ======== ========
Year ended June 30, 1993:
Land $ 1,247 $ -- $ -- $ 1,247
Buildings 8,454 563 79 8,938
Machinery and equipment 27,039 3,820 3,931 26,928
Leasehold improvements 1,861 190 -- 2,051
________ ________ ________ ________
$ 38,601 $ 4,573 $ 4,010 $ 39,164
======== ======== ======== ========
Year ended June 30, 1992: $ 1,247 $ -- $ -- $ 1,247
Buildings 8,454 -- -- 8,454
Machinery and equipment 28,385 1,628 2,974 27,039
Leasehold improvements 1,620 267 26 1,861
________ ________ ________ ________
$ 39,706 $ 1,895 $ 3,000 $ 38,601
======== ======== ======== ========
SCHEDULE VI
SYMMETRICOM, INC.
_________________
ACCUMULATED DEPRECIATION AND AMORTIZATION OF
PROPERTY, PLANT AND EQUIPMENT
(In thousands)
Additions
Balance Charged
at to Cost Balance
Beginning and Retire- at End
of Year Expenses ments of Year
_________ _________ ________ ________
Year ended June 30, 1994:
Buildings $ 2,430 $ 297 $ 451 $ 2,276
Machinery and equipment 19,490 4,356 4,673 19,173
Leasehold improvements 1,302 279 2 1,579
________ ________ ________ ________
$ 23,222 $ 4,932 $ 5,126 $ 23,028
======== ======== ======== ========
Year ended June 30, 1993:
Buildings $ 2,202 $ 307 $ 79 $ 2,430
Machinery and equipment 19,449 3,972 3,931 19,490
Leasehold improvements 1,035 267 -- 1,302
________ ________ ________ ________
$ 22,686 $ 4,546 $ 4,010 $ 23,222
======== ======== ======== ========
Year ended June 30, 1992:
Buildings $ 1,921 $ 281 $ -- $ 2,202
Machinery and equipment 19,214 3,188 2,953 19,449
Leasehold improvements 809 238 12 1,035
________ ________ ________ ________
$ 21,944 $ 3,707 $ 2,965 $ 22,686
======== ======== ======== ========
1994 1993 1992
____ ____ ____
Depreciation and amortization of property,
plant and equipment charged to costs and
expenses (as shown above) $ 4,932 $ 4,546 $ 3,707
Amortization of other assets 857 399 234
________ ________ ________
Total depreciation and amortization for
the years as shown in the Consolidated
Statements of Cash Flows $ 5,789 $ 4,945 $ 3,941
======== ======== ========
SCHEDULE VIII
SYMMETRICOM, INC.
_________________
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(In thousands)
Charges
Balance (Credits)
at to Costs Balance
Beginning and Deductions at End
of Year Expenses (1) of Year
_________ _________ __________ ________
Year ended June 30, 1994:
Accrued warranty expense $ 2,136 $ 386 $ 451 $ 2,071
Allowance for doubtful accounts$ 114 $ 155 $ 27 $ 242
Year ended June 30, 1993:
Accrued warranty expense $ 1,047 $ 1,646 $ 557 $ 2,136
Allowance for doubtful accounts$ 109 $ 8 $ 3 $ 114
Year ended June 30, 1992:
Accrued warranty expense $ 632 $ 1,221 $ 806 $ 1,047
Allowance for doubtful accounts$ 211 $ (41) 61 $ 109
(1) Deductions represent amounts written off against the reserve or
allowance.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: September 19, 1994 By: /s/ J. Scott Kamsler
__________________________
(J. Scott Kamsler)
Vice President, Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ William D. Rasdal Chairman of the Board and
Chief Executive Officer
______________________ (Principal Executive Officer) September 19, 1994
(William D. Rasdal)
/s/ J. Scott Kamsler Vice President, Finance and
Chief Financial Officer
_____________________ (Principal Financial
(J. Scott Kamsler) and Accounting Officer) September 19, 1994
/s/ Howard Anderson Director September 19, 1994
____________________
(Howard Anderson)
/s/ Paul N. Risinger Director September 19, 1994
_____________________
(Paul N. Risinger)
/s/ Robert M. Wolfe Director September 19, 1994
____________________
(Robert M. Wolfe)
Exhibit
Number Index of Exhibits
3.1(1) Restated Articles of Incorporation.
3.2(2) Certificate of Amendment to Restated Articles of
Incorporation filed December 11, 1990.
3.3 Certificate of Amendment to Restated Articles of
Incorporation filed October 27, 1993.
3.4 By-Laws, as amended July 21, 1993.
4.1(3) Common Shares Rights Agreement dated December 6, 1990,
between Silicon General, Inc. and Manufacturers Hanover
Trust Company of California, including the form of Rights
Certificate and the Summary of Rights attached thereto
as Exhibits A and B, respectively.
4.2(4) Amendment to the Common Shares Rights Agreement dated
February 5, 1993 between Silicon General, Inc. and
Chemical Trust Company of California, formerly
Manufacturers Hanover Trust Company of California,
including the form of Rights Certificate and the
Summary of Rights attached thereto as Exhibits A and
B, respectively.
10.1(5) Amended and Restated Employees' Stock Option Plan
(1980), with form of Stock Option Agreement (1980
Plan).
10.2(5) Amended and Restated Non-Qualified Stock Option Plan
(1982), with form of Employee Non-Qualified Stock
Option (1982 Plan).
10.3(5) Amended and Restated Employee Stock Option Plan
(1983), with form of Stock Option Under Incentive
Stock Option Plan 1983.
10.4(5) 1990 Director Option Plan, with form of Director
Option Agreement.
10.5(5) 1990 Employee Stock Plan, with forms of Stock Option
Agreement, Restricted Stock Purchase Agreement,
Tandem Stock Option/SAR Agreement, and Stock
Appreciation Right Agreement.
10.6(2) Loan Agreements between the Company and the John
Hancock Mutual Life Insurance Company, dated October
18, 1990, including exhibits thereto.
10.7(6) Lease Agreement by and between the Company and Menlo
Tasman Investment Company dated June 16, 1986, and
Amendment to Lease dated March 27, 1987.
10.8(7) Lease Agreement by and between Zeltex Puerto Rico,
Inc., a subsidiary of the Company, and Puerto Rico
Industrial Development Company dated June 29, 1984.
10.9(2) Lease Agreement by and between Zeltex Puerto Rico,
Inc., a subsidiary of the Company, and Puerto Rico
Industrial Development Company dated January 22,
1991.
10.10 Lease Agreement by and between Telecom Solutions Puerto
Rico, Inc., a subsidiary of the Company, and Puerto
Rico Industrial Development dated August 9, 1994.
10.11 Lease Agreement by and between Navstar Systems Limited,
a subsidiary of the Company, and Baker Hughes Limited
dated April 22, 1994.
10.12 Revolving Credit Loan Agreement between the Company and
Comerica Bank-Detroit dated December 1, 1993.
10.13(8) Form of Indemnification Agreement.
10.14(10) Linfinity Microelectronics Inc. Common Stock and
Series A Preferred Stock Purchase Agreement dated
June 28, 1993.
10.15(10) Tax Sharing Agreement between Linfinity
Microelectronics Inc. and the Company dated June 28,
1993.
10.16(10) Intercompany Services Agreement between Linfinity
Microelectronics Inc. and the Company dated June 28,
1993.
10.17(10) Linfinity Microelectronics Inc. 1993 Stock Option
Plan with form of Stock Option Agreement.
10.18(10) Linfinity Microelectronics Inc. Form of
Indemnification Agreement.
10.19(10) Employment offer letter by and between the Company
and Brad P. Whitney, President and Chief Operating
Officer, Linfinity Microelectronics Inc. dated
November 20, 1992.
10.20(9) Agreement for Sale and Purchase of the Navstar
Business of Radley Services Limited.
10.21(9) Agreement for the Sale and Purchase of Certain Assets
of Navstar Electronics, Inc.
13.1 Symmetricom, Inc. Excerpts of the 1994 Annual Report.
21.1 Subsidiaries of the Company.
23.1 Independent Auditors' Consent.
Footnotes to Exhibits
(1) Incorporated by reference from Exhibits to Annual
Report on Form 10-K for the fiscal year ended July 2,
1989.
(2) Incorporated by reference from Exhibits to Annual
Report on Form 10-K for the fiscal year ended June 30,
1991.
(3) Incorporated by reference from Exhibits to
Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on December 8,
1990.
(4) Incorporated by reference from Exhibits to
Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on February 11,
1993.
(5) Incorporated by reference from Exhibits to
Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on December 24,
1990.
(6) Incorporated by reference from Exhibits to Annual
Report on Form 10-K for the fiscal year ended June 28,
1987.
(7) Incorporated by reference from Exhibits to Annual
Report on Form 10-K for the fiscal year ended June 30,
1990.
(8) Incorporated by reference from Exhibits to the 1990
Proxy Statement.
(9) Incorporated by reference from Exhibits to Current Report
on Form 8-K filed with the Securities and Exchange
Commission on September 2, 1993.
(10) Incorporated by reference from Exhibits to Annual Report
on Form 10-K for the fiscal year ended June 30, 1993.