STANFORD TELECOMMUNICATIONS INC
10-Q, 1995-10-25
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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<PAGE>

                                  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, 1995

                                       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 0-12734

                        STANFORD TELECOMMUNICATIONS, INC.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)

   DELAWARE                                            94-2207636
   --------                                            ----------
(State or other jurisdiction of incorporation          (I.R.S. Employer
 or organization)                                      Identification No.)

                   1221 CROSSMAN AVENUE, SUNNYVALE, CA  94089
                   ------------------------------------------
                    (Address of principal executives offices)
                                   (Zip Code)

                                  408/745-0818
                                  ------------
              (Registrant's telephone number, including area code)

                                 --------------
(Former name, former address and former fiscal year, if changed since last
report)

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

                        6,287,321 as of October 20, 1995


<PAGE>


                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                        STANFORD TELECOMMUNICATIONS, INC.

                         CONDENSED FINANCIAL STATEMENTS

                                   (Unaudited)


The condensed financial statements included herein have been prepared by 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 the disclosures which are made are
adequate to make the information presented not misleading.  Further, the
condensed financial statements have been prepared in all material respects in
conformity with the standards of accounting measurement set forth in Accounting
Principles Board Opinion No. 28 and reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position and results of operations as of and for
the periods indicated.

It is suggested that these condensed financial statements be read in conjunction
with the financial statements and the notes thereto included in the Stanford
Telecommunications, Inc. 1995 Annual Report.

The results of operations for the first six months of fiscal year 1996 ended
September 30, 1995 are not necessarily indicative of results to be expected for
the entire year ending March 31, 1996.


<PAGE>


                        STANFORD TELECOMMUNICATIONS, INC.
                            CONDENSED BALANCE SHEETS
                     (IN THOUSANDS, EXCEPT PER SHARE AMOUNT)
<TABLE>
<CAPTION>

ASSETS                                                  September 30,   March 31,
                                                            1995          1995
                                                        ------------    ---------
<S>                                                     <C>             <C>
 Current assets:                                        (unaudited)
   Cash and cash equivalents                             $  4,420       $  2,910
   Short-term investments                                   6,952          9,907
   Accounts receivable                                     21,743         22,930
   Unbilled receivables                                    12,066         16,891
   Inventories                                             21,927         15,798
   Prepaid expenses                                         7,300          3,558
                                                          -------        -------
     Total current assets                                  74,408         71,994
                                                          -------        -------
 Property and equipment at cost:
   Electronic test equipment                               39,633         38,108
   Furniture and fixtures                                   2,949          2,889
   Leasehold improvements                                   3,494          3,052
                                                          -------        -------
                                                           46,076         44,049
   Less:  Accumulated depreciation and amortization       (30,380)       (28,441)
                                                          -------        -------
     Net property and equipment                            15,696         15,608
                                                          -------        -------
 Other assets                                                 546            403
                                                          -------        -------
                                                          $90,650        $88,005
                                                          -------        -------
                                                          -------        -------

LIABILITIES AND SHAREHOLDERS' EQUITY
 Current liabilities:
   Current maturities of long-term obligations            $   136        $   158
   Accounts payable                                         8,842         11,268
   Advance payments from customers                          1,390            963
   Accrued liabilities                                     10,929         10,183
   Accrued and current deferred income taxes                2,471          1,463
                                                          -------        -------
     Total current liabilities                             23,768         24,035
                                                          -------        -------

 Long-term obligations, less current maturities               117            161
                                                          -------        -------
 Other long-term liabilities                                  911            927
                                                          -------        -------
 Deferred income taxes                                        681            785
                                                          -------        -------

 Shareholders' equity:
   Common shares  - par value $.01; 15,000 shares
                    authorized
   Outstanding    - 6,285 shares at September 30, 1995         63             62
                  - 6,234 shares at March 31, 1995

   Paid-in capital                                         37,597         37,051
   Retained earnings                                       27,513         24,984
                                                          -------        -------
     Total shareholders' equity                            65,173         62,097
                                                          -------        -------
                                                          $90,650        $88,005
                                                          -------        -------
                                                          -------        -------
</TABLE>

See accompanying notes.


<PAGE>


                        STANFORD TELECOMMUNICATIONS, INC.
                   CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                     (IN THOUSANDS, EXCEPT PER SHARE AMOUNT)


<TABLE>
<CAPTION>

                                                                Three Months                       Six Months
                                                             Ended September 30,               Ended September 30,
                                                          ----------------------             ----------------------
                                                             1995           1994                1995           1994
                                                          -------        -------             -------        -------
<S>                                                       <C>            <C>                 <C>            <C>
Revenues                                                  $35,597        $28,319             $71,549        $52,964

Cost of revenues                                           28,215         22,633              58,091         41,877
                                                          -------        -------             -------        -------

   Gross profit                                             7,382          5,686              13,458         11,087

Expenses

   Research and development                                 2,050          2,302               3,843          4,334
   Marketing and administrative                             3,239          2,423               5,898          4,423
                                                          -------        -------             -------        -------
      Total expenses                                        5,289          4,725               9,741          8,757
                                                          -------        -------             -------        -------
Operating income                                            2,093            961               3,717          2,330

Interest income, net                                          152            156                 330            336
                                                          -------        -------             -------        -------
Income before income taxes                                  2,245          1,117               4,047          2,666

Provision for income taxes                                   (842)          (403)             (1,518)          (960)
                                                          -------        -------             -------        -------
      Net income                                           $1,403           $714              $2,529        $ 1,706
                                                          -------        -------             -------        -------
                                                          -------        -------             -------        -------
Average shares and equivalents                              6,346          6,244               6,308          6,232

Net income per share                                        $0.22          $0.11               $0.40          $0.27
                                                          -------        -------             -------        -------
                                                          -------        -------             -------        -------
</TABLE>

See accompanying notes


<PAGE>


                        STANFORD TELECOMMUNICATIONS, INC.
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                  Six Months Ended
                                                                                    September 30,
                                                                                  -----------------
<S>                                                                           <C>            <C>
Cash flows from operating activities:                                            1995           1994
                                                                                 ----           ----
   Net income                                                                  $2,529         $1,706
   Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization                                              2,484          2,152
     Issuances of stock to employees under bonus and award plans                   57             29
     Provision for losses on receivables and contracts                            621            120
     Loss on sale of property and equipment                                       (12)             -
   (Increase) decrease in assets:
     Receivables billed and unbilled                                            5,692         (6,148)
     Inventories                                                               (6,898)            73
     Prepaid expenses and other assets                                         (3,885)           (31)
   Increase (decrease) in liabilities:
     Accounts payable, advance payments, and accrued expenses                    (785)            64
     Other long-term liabilities                                                  (16)           171
     Accrued and deferred income taxes                                            904           (204)
                                                                              -------        -------
       Net cash provided by (used in) operating activities                        691         (2,068)
                                                                              -------        -------

Cash flows provided by (used in) investing activities:
     Purchase of short-term investments                                        (1,952)             -
     Proceeds from maturities of short-term investments                         4,907          1,990
     Purchase of property and equipment                                        (2,770)        (2,456)
     Proceeds from sale of property and equipment                                 210              -
                                                                              -------        -------
       Net cash provided by (used in) investing activities                        395           (466)
                                                                              -------        -------

Cash flows from financing activities:
     Payments on capital lease obligations                                        (66)           (79)
     Proceeds from transactions under stock plans                                 490            255
                                                                              -------        -------
       Net cash provided by financing activities                                  424            176
                                                                              -------        -------

Net increase (decrease) in cash and cash equivalents                            1,510         (2,358)

Cash and cash equivalents at beginning of period                                2,910          5,840
                                                                              -------        -------

Cash and cash equivalents at end of period                                     $4,420         $3,482
                                                                              -------        -------
                                                                              -------        -------
</TABLE>


See accompanying notes.


<PAGE>


                        STANFORD TELECOMMUNICATIONS, INC.
                 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

1.   Net income per share

     Net income per share is computed using the weighted average number of
     shares of common stock and common stock equivalents outstanding during the
     periods.  Common stock equivalents consist of the dilutive effect of
     outstanding options to purchase common stock.  Fully diluted net income per
     share is substantially the same as reported net income per share.

2.   Inventories

     Inventories are stated at the lower of cost (first-in, first-out) or
     market.  Cost includes materials, labor and related indirect expenses.
     General and administrative costs are only included in inventory for
     government contracts, as such costs are reimbursed by the government.

     The components of inventory are (in thousands):
<TABLE>
<CAPTION>

                                                  SEPT 30, 1995     MARCH 31, 1995
                                                  -------------     --------------
<S>                                               <C>               <C>
          Raw materials and supplies                   $159             $176
          Work-in-progress                           19,433           13,092
          Finished goods                              2,250            1,820
          Allocated general and administrative costs    191              872
          Less:  progress billings                     (106)            (162)
                                                    -------          -------
                                                    $21,927          $15,798
                                                    -------          -------
                                                    -------          -------
</TABLE>

3.   Stock Purchase Rights

     On May 9, 1995 the Board of Directors adopted a Stockholders Rights Plan
     and declared a dividend of one Common Share Purchase Right (the "Right")
     for each share of the Company's common stock outstanding on May 25, 1995.
     Each Right entitles the holder thereof to purchase one share of the
     Company's common stock for $60.  The Rights will be exercisable if a person
     or group acquires 15% or more of the Company's common stock.  Upon such
     acquisition, each Right (other than those held by the acquiring person or
     group) will be exercisable for the number of shares of the Company's common
     stock having a market value at that time of twice the exercise price of the
     Right.  If the Company subsequently enters into certain business
     combinations, each Right (other than those held by the acquiring person or
     group) will be exercisable for that number of shares of common stock of the
     other party to the business combination having a market value of two times
     the exercise price of the Right.  The Rights are subject to redemption at
     the option of the Board of Directors at a price of $.01 per Right.  The
     Rights expire on May 9, 2005.

4.   Capital Stock

     On June 28, 1995, the Company's stockholders approved an amendment to
     Article 4 of the Company's Certificate of Incorporation to increase the
     number of authorized shares of common stock par value $0.01 per share
     ("common stock"), from 10,000,000 to 15,000,000 and to eliminate provisions
     authorizing the Board of Directors to issue the common stock in series, and
     to eliminate the Company's Series B common stock.

5.   Credit Agreement

     On September 11, 1995 the expiration date of the Company's bank credit line
     agreement was amended from September 30, 1995 to November 30, 1995.  The
     bank credit commitment of $15.0 million provides the Company to secure term
     loans and/or standby letters of credit.  Under this credit line the Company
     must maintain certain financial covenants.


<PAGE>


ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


OVERVIEW
- --------

Since the Company's inception in 1973, revenues have been generated primarily
from sales to agencies of the U.S. Government, including the DoD, the U.S. Air
Force, Army and Navy, NASA and the FAA, or their prime contractors.  Such
revenues are generated from many contracts including programs requiring multi-
year hardware and software development and limited production of products and
systems.  The Company's contracts often require the design, production,
operation and maintenance of sophisticated equipment and systems and provision
of system integration services in the digital telecommunications and satellite
communications fields.  A substantial portion of the digital telecommunications
and satellite communications research and development performed by the Company
since its inception has been funded by its customers and recorded as revenues by
the Company.  Accordingly, the cost of performing this customer-funded research
and development is included in "Cost of Revenues" in the Company's financial
statements.  The Company's government contracts are generally cost-reimbursement
plus profit or fixed-price contracts.  The Company generally recognizes revenues
from its long-term government contracts on a percentage-of-completion basis.

Commencing in the late 1980's, the Company began to pursue commercial
opportunities utilizing its digital telecommunications technology developed and
enhanced by the Company since its inception.  Commercial revenues have risen
from less than 6% of total revenues in fiscal 1989 to approximately 31% of total
revenues in fiscal 1995.  During fiscal 1995, commercial revenues which amounted
to approximately $35.6 million included:  (i) contract manufacturing revenues
from the Company's electronics assembly business ($12.1 million); (ii) sales of
ASICs, circuit boards and subsystems to the telecommunications industry ($9.1
million); (iii) sales of off-the-shelf products for secure voice transmissions
and GPS instrumentation ($7.5 million); (iv) development programs for INTELSAT
and for a vehicle tracking and information services system ($4.0 million); and
(v) other commercial systems and product business ($2.9 million).  During the
first six months of fiscal 1996, commercial revenues amounted to approximately
$31.9 million or 45% of total revenues reported.  The Company includes in
commercial revenues sales of standardized or off-the-shelf products such as the
digital interfaces for secure voice transmissions or GPS simulators to any
customers, including government customers.

The Company's operating results have from time to time been adversely affected
by non-recoverable cost overruns on certain fixed-price contracts, primarily
fixed-price development contracts which have included significant software and
hardware development.  The Company's net income in fiscal 1993, 1994 and 1995
was adversely affected due to losses on a number of fixed-price development
contracts.  The Company has been instituting additional management controls to
more closely monitor its bidding process and costs incurred on fixed-price
development contracts, however, no assurance can be given that the Company will
not incur losses on future fixed-price contracts or additional losses on
existing contracts.  The Company believes that development contracts are an
important element in maintaining its technological leadership position in
digital telecommunications.  The Company plans to selectively bid on programs
where it would be the sole provider or its technology leadership provides a
competitive advantage.  In addition, in order to position itself in the
commercial marketplace, the Company may selectively enter into contracts with
customers to deliver products where the Company will be funding a portion of the
development costs.  As a result, the company may incur losses on certain fixed-
price contracts.  Such losses will be charged against results of operations in
the period when they first become known, typically near the initiation of the
contract and may have a material adverse effect on the Company's results of
operations.


<PAGE>


QUARTERLY RESULTS
- -----------------

The following table presents the Company's financial results by quarter for
fiscal 1995 and the first two quarters of fiscal 1996.  These quarterly
financial results are unaudited.  In the opinion of management, however, they
have been prepared on the same basis as the audited financial information and
include all adjustments necessary for a fair presentation of the information set
forth therein.  The operating results for any quarter are not necessarily
indicative of the results that may be expected for any future period.

                                  QUARTER ENDED
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>


                                     -----------------------------------------------------        ----------------------
                                                          FISCAL 1995                                  FISCAL 1996
                                     -----------------------------------------------------        ----------------------

                                      JUNE 30       SEPT. 30        DEC. 31        MAR. 31        JUNE 30       SEPT. 30
                                     --------       --------        -------        -------        -------       --------
STATEMENT OF INCOME DATA:
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Revenues                              $24,645        $28,319        $26,499        $34,921        $35,952        $35,597
Cost of revenues                       19,244         22,633         24,689         29,113         29,876         28,215
                                      -------        -------        -------        -------        -------        -------
 Gross profit                          5,401          5,686           1,810          5,808          6,076          7,382
                                      -------        -------        -------        -------        -------        -------

Expenses:
 Research and development               2,032          2,302          1,345          2,044          1,793          2,050
 Marketing and administrative           2,000          2,423          2,166          2,773          2,659          3,239
                                      -------        -------        -------        -------        -------        -------
   Total expenses                       4,032          4,725          3,511          4,817          4,452          5,289


Operating income (loss)                 1,369            961        (1,701)            991          1,624          2,093
Interest income, net                      180            156            191            130            178            152
Arbitration settlement expenses            --             --        (2,075)             --             --             --
                                      -------        -------        -------        -------        -------        -------
Income (loss) before (provision)        1,549          1,117        (3,585)          1,121          1,802          2,245
credit for income taxes
(Provision) credit for income taxes      (557)          (403)        1,282            (393)          (676)          (842)
                                      -------        -------        -------        -------        -------        -------
   Net income                         $   992        $   714       $(2,303)        $   728        $ 1,126        $ 1,403
                                      -------        -------       --------        -------        -------        -------
                                      -------        -------       --------        -------        -------        -------
Net income per share                  $  0.16        $  0.11       $ (0.37)        $  0.12        $  0.18        $  0.22
                                      -------        -------       --------        -------        -------        -------
                                      -------        -------       --------        -------        -------        -------
Weighted average common
 shares and equivalents                 6,221          6,244          6,256          6,252          6,272          6,346
</TABLE>

The Company's revenues and results of operations are subject to fluctuation from
period to period.  Factors that could cause the Company's revenues and operating
results to vary from period to period include:  underestimating costs on fixed-
price contracts particularly for software and hardware development; timing,
bidding activity and delivery of significant contracts and orders; termination
of contracts; mix of products and systems sold, and services provided;
historically reduced levels of operation during the holidays which occur in the
Company's third fiscal quarter; disruptions in delivery of components or
subsystems; regulatory developments; and general economic conditions.  Revenues
have generally improved during the periods shown as a result of increasing
revenues from commercial activities.  Revenues are generally lower during the
third fiscal quarter ending December 31 because the Company reduces operations
during the holiday period, and it expects to continue to reduce activities in
future holiday periods.  The Company's result of operations are adversely
affected by losses on fixed-price development contracts.  Cost of revenues were
adversely affected during fiscal 1995 by cost overruns on certain fixed-price
development contracts.  Research and development expenses include both research
and development costs as well as bid and proposal expenses.  Bid and proposal


<PAGE>


expenses, which often make up a substantial portion of this expense category,
vary significantly from period to period based on the number of proposals being
prepared at any time.  These requests for proposals are not received evenly
during the year or in any predictable pattern.

COMPARISON OF THE SECOND QUARTER ENDED SEPTEMBER 30, 1995 AND 1994
- ------------------------------------------------------------------

REVENUES.  Revenues for the second quarter of fiscal 1996 increased by 26% to
$35.6 million from the second quarter of the previous fiscal year.  This
increase was attributable to growth in commercial contracts.  Commercial
revenues during the second quarter of fiscal 1996 increased to approximately
$16.7 million from approximately $9.0 million achieved during the second quarter
of fiscal 1995.  During the second quarter of fiscal 1996, the Company received
approximately $7.4 million in revenues from its commercial contract
manufacturing services compared with $2.8 million recognized during the second
quarter of fiscal 1995. Revenues recognized for the INTELSAT contract increased
to $2.4 million from $435 thousand during the second quarter of fiscal 1996 and
1995, respectively.  Revenues recognized during the second quarter of fiscal
1996 on government contracts decreased approximately $453 thousand to $18.9
million from the comparable quarter of the previous fiscal year.

COST OF REVENUES.  Cost of revenues were $28.2 million and $22.6 million for the
second quarter of fiscal 1996 and 1995, respectively, representing a 25%
increase.  The increase during the second quarter of fiscal 1996 was the result
of the recognition of costs and revenues on low or no margin contracts such as
INTELSAT and a U.S. Army satellite terminal contract and from the direct cost to
support the higher levels of revenues.  The Company's cost-to-complete on the
INTELSAT and U.S. Army contracts will require the Company to recognize cost of
revenues equal or near the level of revenues reported for these contracts.

RESEARCH AND DEVELOPMENT.  Research and development (R&D) costs which also
include bid and proposal (B&P) expenses associated with the pursuit of
government contracts and certain large commercial contracts were $2.1 million
and $2.3 million in the second quarter of fiscal year 1996 and 1995,
respectively.  During the second quarter of fiscal 1996, the Company increased
its B&P expenses and decreased its independent R&D expenses when compared with
those components of overall research and development costs reported for the
second quarter of fiscal 1995.  The Company anticipates that it will increase
the level of independent R&D expenses during the second half of fiscal 1996 to
support new product developments.

MARKETING AND ADMINISTRATIVE.  Marketing and administrative expenses were $3.2
million and $2.4 million for the second quarter of fiscal 1996 and 1995,
respectively, representing an increase of 34%.  This increase is primarily a
result of increasing the Company's technical marketing staff and increased
marketing expenses in pursuit of commercial opportunities.

OPERATING INCOME.  Operating income was $2.1 million and $961 thousand for the
second quarter of fiscal 1996 and 1995, respectively.  The increase in operating
income during the second quarter of fiscal 1996 was primarily attributable to a
growth in revenues and increased gross margins.

INTEREST INCOME.  Interest income for the second quarter of fiscal 1996 was $152
thousand compared to $156 thousand for the second quarter of the previous fiscal
year.  Interest income generated during both periods was from short-term
investments resulting from capital raised through the Company's secondary public
offering of its common stock in January 1994.

PROVISION FOR INCOME TAXES.  Provision for income taxes was $842 thousand and
$403 thousand for the second quarter of fiscal 1996 and 1995, respectively.
This represents a provisional tax rate of 37.5% and 36.0% for the second quarter
of fiscal 1996 and 1995, respectively.


<PAGE>


COMPARISON OF SIX MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
- ----------------------------------------------------------

REVENUES.  Revenues were $71.5 million and $53.0 million for the six months
ended September 30, 1995 and 1994, respectively, representing an increase of
35%.  This increase was attributable to growth in both commercial and government
contracts.  During the six months ended September 30, 1995, revenues generated
by commercial activities represented approximately 45% of total revenues
compared to approximately 34% in the same period of the prior year.  The growth
in the Company's commercial business has been supported in part by increased
demand for the Company's contract manufacturing services.  For the first six
months of fiscal 1996, revenues from the Company's government business increased
by 14% compared to revenues for the six months ended September 30, 1994.

COST OF REVENUES.  Cost of revenues were $58.1 million and $41.9 million for the
six months ended September 30, 1995 and 1994 respectively, representing a 39%
increase.  The increase during the first six months of fiscal 1996 was the
result of the recognition of costs and revenues on low or no margin contracts
such as INTELSAT and a U.S. Army satellite terminal contract and from the direct
cost to support the higher levels of revenues reported for both commercial and
government contracts.  The Company's cost-to-complete on the INTELSAT and U.S.
Army contracts will require the Company to recognize cost of revenues equal or
near the level of revenues reported for these contracts.  The Company expects to
complete these contract by the end of the first quarter of fiscal 1997.

RESEARCH AND DEVELOPMENT.  A substantial portion of the Company's research and
development expenses consist of bid and proposal expenses associated with the
pursuit of government contracts and certain large commercial contracts.  Total
research and development cost were $3.8 million and $4.3 million for the first
six months of fiscal year 1996 and 1995, respectively.  Bid and proposal
expenses represented approximately 52% and 45% of total research and development
cost for the first six months ended September 30, 1995 and 1994, respectively.
The Company anticipates that it will increase the level of R&D expenses during
the second half of fiscal 1996 to support new product developments.

MARKETING AND ADMINISTRATIVE.  Marketing and administrative expenses were $5.9
million and $4.4 million for the first six months of fiscal 1996 and 1995,
respectively, representing an increase of 33%.  This increase is primarily a
result of increasing the Company's technical marketing staff and increased
marketing expenses in pursuit of commercial opportunities.

OPERATING INCOME.  Operating income was $3.7 million and $2.3 million for the
six months ended September 30, 1995 and 1994,  respectively.  The increase in
operating income during the first six months of fiscal 1996 was primarily
attributable to a growth in revenues.  Gross margins during the first six months
of fiscal 1996 have been adversely affected by low or no margin revenues
recognized on the INTELSAT and U.S. Army satellite terminal contracts.

INTEREST INCOME.  Interest income for the first six months of fiscal 1996 and
1995 was $330 thousand and $336 thousand, respectively. Interest income
generated during both periods was from short-term investments resulting from
capital raised through the Company's secondary public offering of its common
stock in January 1994.

PROVISION FOR INCOME TAXES.  Provision for income taxes was $1.5 million  and
$960 thousand for the first six months of fiscal 1996 and 1995, respectively.
This represents a provisional tax rate of 37.5% and 36.0% for the first six
months of fiscal 1996 and 1995, respectively.


<PAGE>


BOOKINGS AND BACKLOG
- --------------------

Funded bookings were $41.1 million and $40.0 million for the second quarter of
fiscal 1996 and 1995, respectively, and $79.8 million and $68.1 million for the
six months ended September 30, 1995 and 1994, respectively.  The increase in
bookings were derived from both the Company's commercial operations as well as
its government business sectors.  The increase in bookings has resulted in the
Company's backlog increasing from $74.3 million at the end of the second quarter
of fiscal 1995 to $80.7 million at the end of the second quarter of fiscal 1996.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

Working capital increased from $50.5 million to $50.6 million at September 30,
1994 and 1995, respectively and increased by $2.7 million from the end of fiscal
1995.

Net cash provided by operating activities for the first six months of fiscal
1996, ended September 30, 1995, was $691 thousand compared to cash used in
operating activities of $2.1 million for the first six months of fiscal 1995
ended September 30, 1994.  During the first half of fiscal 1996, the Company
increased its inventories by $6.9 million, decreased its billed and unbilled
receivables by $5.7 million and increased its prepaid expenses and other assets
by $3.9 million.  During the first half of fiscal 1995, the Company increased
its billed and unbilled receivables by $6.1 million.

The Company utilized its cash for the purchase of property and equipment
totaling $2.8 million and $2.5 million during the second quarter of fiscal 1996
and 1995, respectively.  The Company has a bank credit commitment of $15.0
million which it has utilized to augment cash flow needs and to secure standby
letter of credit or term loans not to exceed the lesser of $5.0 million, or the
amount of fixed assets purchased during the preceding twelve months.  Available
borrowings under this line at September 30, 1995 were $15.0 million.  Under this
line of credit the Company must maintain certain financial covenants, including
a minimum debt coverage for two consecutive fiscal quarters.  As a result of not
maintaining the minimum debt coverage during the third quarter of fiscal 1995,
the Company is prohibited from utilizing the long term loan provision of its
credit agreement for a minimum of six months unless a waiver is requested by the
Company and granted by the bank.  As of September 30, 1995, a waiver has not
been requested.  The credit arrangement expires on November 30, 1995.  At
September 30, 1995, the Company's long-term obligations (including current
maturities) and other long-term liabilities totaled approximately $1.2 million.
At September 30, 1995, cash and cash equivalents of $4.4 million were held in
money market accounts and short-term investments of $7.0 million were held in
U.S. Government Treasury instruments.

The Company believes that its current cash position, funds generated from
operations and funds available from its existing bank credit agreement, will be
adequate to meet the Company's requirements for working capital, capital
expenditures and debt service for the foreseeable future.



<PAGE>


                           PART II.  OTHER INFORMATION

ITEM 5.   OTHER INFORMATION

The Company's EDGAR Financial Data Schedule for the year-to-date period ending
September 30, 1995 is attached to this Form 10-Q as an exhibit.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

During the quarter ended September 30, 1995 the Company was not required to file
a Form 8-K with the Securities and Exchange Commission.


                                   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.

Stanford Telecommunications, Inc.
(Registrant)





- ------------------------------------------
Gary Wolf
Vice-President and Chief Financial Officer
(Principal Financial and Accounting Officer)

October 25, 1995



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF INCOME AND THE CONSOLIDATED BALANCE SHEET AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1996
<PERIOD-END>                               SEP-30-1995
<CASH>                                           4,420
<SECURITIES>                                     6,952
<RECEIVABLES>                                   33,809
<ALLOWANCES>                                         0
<INVENTORY>                                     21,927
<CURRENT-ASSETS>                                74,408
<PP&E>                                          46,076
<DEPRECIATION>                                  30,380
<TOTAL-ASSETS>                                  90,650
<CURRENT-LIABILITIES>                           23,768
<BONDS>                                              0
<COMMON>                                            63
                                0
                                          0
<OTHER-SE>                                      65,110
<TOTAL-LIABILITY-AND-EQUITY>                    90,650
<SALES>                                         71,549
<TOTAL-REVENUES>                                71,549
<CGS>                                           58,091
<TOTAL-COSTS>                                   67,832
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  4,047
<INCOME-TAX>                                     1,518
<INCOME-CONTINUING>                              2,529
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,529
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                     0.40
        

</TABLE>


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