STANFORD TELECOMMUNICATIONS INC
10-Q, 1997-11-10
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)
[X]              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                                       OR

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

For the transition period from _______________to__________________

Commission file number 0-12734

                        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.


                        12,928,721 as of October 31, 1997

<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. 1997 Annual Report.

The  results of  operations  for the first six months of fiscal  year 1998 ended
September 30, 1997 are not necessarily  indicative of results to be expected for
the entire year ending March 31, 1998.

<PAGE>

                        STANFORD TELECOMMUNICATIONS, INC.
                   CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                     (in thousands, except per share amount)



                                    Three Months Ended        Six Months Ended
                                       September 30,            September 30,
                                       -------------            -------------
                                       1997       1996        1997        1996
                                       ----       ----        ----        ----
Revenues                           $ 36,838    $ 41,058    $ 72,169    $ 81,901

Cost of revenues                     27,465      30,889      53,894      62,883
                                   --------    --------    --------    --------
   Gross profit                       9,373      10,169      18,275      19,018

Expenses

   Research and development           3,868       3,444       6,899       5,673
   Marketing and administrative       4,602       4,105       8,854       8,127
                                   --------    --------    --------    --------

      Total expenses                  8,470       7,549      15,753      13,800

Operating income                        903       2,620       2,522       5,218

Interest income, net                    492         298         951         582
                                   --------    --------    --------    --------
Income before income taxes            1,395       2,918       3,473       5,800

Provision for income taxes             (467)     (1,007)     (1,164)     (2,001)
                                   --------    --------    --------    --------

      Net income                   $    928    $  1,911    $  2,309    $  3,799
                                   ========    ========    ========    ========

Weighted average common              13,219      13,098      13,153      13,072
shares and equivalents

Net income per share               $   0.07    $   0.15    $   0.18    $   0.29
                                   ========    ========    ========    ========

See accompanying notes


<PAGE>

                        STANFORD TELECOMMUNICATIONS, INC.
                            CONDENSED BALANCE SHEETS
                     (in thousands, except per share amount)

ASSETS                                                 September 30,  March 31,
                                                            1997        1997
                                                            ----        ----
Current assets: (Unaudited)
  Cash and cash equivalents                              $  12,349    $   8,235
  Short-term investments                                    22,964       25,074
  Accounts receivable                                       23,247       25,856
  Unbilled receivables                                      20,823       19,754
  Inventories                                                8,951        6,011
  Prepaid expenses                                           4,421        4,201
                                                         ---------    ---------
     Total current assets                                   92,755       89,131
                                                         ---------    ---------

Property and equipment at cost:
  Electronic test equipment                                 44,458       42,797
  Furniture and fixtures                                     3,770        3,613
  Leasehold improvements                                     3,853        3,722
                                                         ---------    ---------
                                                            52,081       50,132
  Less:  Accumulated depreciation and amortization         (38,215)     (36,019)
                                                         ---------    ---------
     Net property and equipment                             13,866       14,113
                                                         ---------    ---------
Other assets                                                   316          274
                                                         ---------    ---------
                                                         $ 106,937    $ 103,518
                                                         =========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term obligations            $      72    $      88
  Accounts payable                                           8,004        5,902
  Advance payments from customers                            1,131        1,581
  Accrued liabilities                                        9,996       10,601
  Accrued and current deferred income taxes                  3,796        4,549
                                                         ---------    ---------
     Total current liabilities                              22,999       22,721
                                                         ---------    ---------

Long-term obligations, less current maturities                   8           30
                                                         ---------    ---------
Other long-term liabilities                                    864          910
                                                         ---------    ---------
Deferred income taxes                                          108          151
                                                         ---------    ---------

Shareholders' equity:
 Common shares- par value $.01; 25,000 shares authorized
  Outstanding - 12,921 shares at September 30, 1997            129          128
              - 12,833 shares at March 31, 1997

  Paid-in capital                                           41,352       40,410
  Retained earnings                                         41,477       39,168
                                                         ---------    ---------
     Total shareholders' equity                             82,958       79,706
                                                         ---------    ---------
                                                         $ 106,937    $ 103,518
                                                         =========    =========

See accompanying notes.

<PAGE>

<TABLE>
                          STANFORD TELECOMMUNICATIONS, INC.
                    CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                    (in thousands)

<CAPTION>
                                                                    Six Months Ended
                                                                      September 30,
                                                                 --------------------
Cash flows from operating activities:                              1997        1996
                                                                 --------    --------
<S>                                                              <C>         <C>     
  Net income                                                     $  2,309    $  3,799
  Adjustments to reconcilenetincome to net cash provided
  by operating activities:
    Depreciation and amortization                                   2,820       2,511
    Issuances of stock to employees under bonus and award plans         5          56
    Change in provision for losses on receivables, contracts         (978)      1,378
      and inventories
    Loss on disposition of property and equipment                       1           3
  (Increase) decrease in assets:
    Receivables billed and unbilled                                 1,829      (3,246)
    Inventories                                                    (2,209)      6,774
    Prepaid expenses and other assets                                (262)        223
  Increase (decrease) in liabilities:
    Accounts payable, advance payments, and accrued expenses        1,005        (740)
    Other long-term liabilities                                       (46)        (38)
    Accrued and deferred income taxes                                (796)       (253)
                                                                 --------    --------
      Net cash provided by operating activities                     3,678      10,467
                                                                 --------    --------

Cash flows used in investing activities:
    Proceeds from maturities (purchase) of short-term investments   2,110      (2,855)
    Purchase of property and equipment                             (2,574)     (3,654)
                                                                 --------    --------
      Net cash used in investing activities                          (464)     (6,509)
                                                                 --------    --------
Cash flows from financing activities:
    Payments on capital lease obligations                             (38)        (37)
    Proceeds from transactions under stock plans                      938       1,112
                                                                 --------    --------
      Net cash provided by financing activities                       900       1,075
                                                                 --------    --------
Net increase in cash and cash equivalents                           4,114       5,033

Cash and cash equivalents at beginning of period                    8,235       4,409
                                                                 --------    --------

Cash and cash equivalents at end of period                       $ 12,349    $  9,442
                                                                 ========    ========
<FN>
See accompanying notes.
</FN>
</TABLE>

<PAGE>



                        STANFORD TELECOMMUNICATIONS, INC.
                     Notes to Condensed Financial Statements

                                   (Unaudited)
                               September 30, 1997

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.

   In February  1997, the Statement of Financial  Accounting  Standards No. 128.
   "Earnings  per Share"  (SFAS 128) was issued  and is  effective  for  periods
   ending after  December 15, 1997.  SFAS No. 128 requires  companies to compute
   earnings per share under two  different  methods,  basic and diluted,  and to
   disclose  the  methodology  used for the  calculation.  The company  does not
   believe that this pronouncement has a significant effect on previously stated
   earnings 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):

                                              September 30,1997   March 31, 1997
                                              -----------------   --------------
    Work-in-progress                                $6,838            $3,721
    Finished goods                                   2,118             2,318
    Allocated general and administrative costs          72               118
    Less:  progress billings                           (77)             (146)
                                                    ------            ------
                                                    $8,951            $6,011
                                                    ======            ======

<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, or
a unit shipped basis for production contracts.

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 year 1989 to approximately 41% of total
revenues in fiscal year 1997. During fiscal year 1997, commercial revenues which
amounted to approximately  $68.5 million  included:  (i) contract  manufacturing
revenues from the Company's electronics assembly business ($34.0 million);  (ii)
sales of ASICs, circuit boards and subsystems to the telecommunications industry
($17.0 million);  and (iii) other commercial systems and product business ($17.5
million).  During  the first six  months of  fiscal  1998,  commercial  revenues
amounted to approximately  $27.3 million or approximately  38% of total revenues
reported.  The Company  includes  in  commercial  revenues  sales of standard or
off-the-shelf  products 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 has instituted 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>

Cautionary Statements

In the interest of providing the Company's  shareholders and potential investors
with certain  Company  information,  including  management's  assessment  of the
Company's future potential,  certain  statements set forth herein (a) contain or
are  based on  projections  of  revenue,  income,  earnings  per share and other
financial items or (b) relate to management's  future plans,  expectations,  and
objectives or to the Company's future economic performance.  Such statements are
"forward-looking  statements"  within  the  meaning  of  Section  27A(i)  of the
Securities  Act of 1933,  as amended,  and in Section  21E(i) of the  Securities
Exchange Act of 1934, as amended.

Although any forward-looking  statements contained herein or otherwise expressed
by or on behalf of the Company are to the  knowledge  and in the judgment of the
officers and  directors  of the  Company,  expected to prove true and to come to
pass,  management  is not able to predict  the future with  absolute  certainty.
Accordingly,  shareholders  and potential  investors are hereby  cautioned  that
certain events or circumstances  could cause actual results to differ materially
from those  projected or predicted  herein.  In  addition,  the  forward-looking
statements  herein are based on  management's  knowledge  and judgment as of the
date  hereof,  and the  Company  does not intend to update  any  forward-looking
statements to reflect events occurring or circumstances existing hereafter.

For further  information  on the  foregoing,  reference is made to the Company's
Securities and Exchange Commission report on Form 10-K.

<TABLE>
Quarterly Results

The  following  table  presents the Company's  financial  results by quarter for
fiscal 1997 and the first two quarters of fiscal 1998. 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
                                 Statement of Operations Data
                             (in thousands, except per share data)

<CAPTION>
                                              Fiscal 1997                      Fiscal 1998
                               ----------------------------------------    -------------------
                                June 30   Sept. 30    Dec. 31    Mar. 31    June 30   Sept. 30
                               --------   --------   --------   --------   --------   --------

<S>                            <C>        <C>        <C>        <C>        <C>        <C>     
Revenues                       $ 40,843   $ 41,058   $ 42,028   $ 43,073   $ 35,331   $ 36,838
Cost of revenues                 31,993     30,889     32,305     32,245     26,430     27,465
                               --------   --------   --------   --------   --------   --------
 Gross profit                     8,850     10,169      9,723     10,828      8,901      9,373
                               --------   --------   --------   --------   --------   --------
Expenses:
 Research and development         2,229      3,444      2,903      3,292      3,031      3,868
 Marketing and administrative     4,022      4,105      4,170      4,511      4,251      4,602
                               --------   --------   --------   --------   --------   --------
  Total expenses                  6,251      7,549      7,073      7,803      7,282      8,470

Operating income                  2,599      2,620      2,650      3,025      1,619        903
Interest income, net                284        298        342        412        459        492
                               --------   --------   --------   --------   --------   --------
Income before provision for    
 income taxes                     2,883      2,918      2,992      3,437      2,078      1,395
Provision for income taxes         (995)    (1,007)    (1,032)    (1,185)      (696)      (467)
                               --------   --------   --------   --------   --------   --------
     Net income                $  1,888   $  1,911   $  1,960   $  2,252   $  1,382   $    928
                               ========   ========   ========   ========   ========   ========
Net income per share           $   0.14   $   0.15   $   0.15   $   0.17   $   0.11   $   0.07
                               ========   ========   ========   ========   ========   ========
Weighted average common
 shares and equivalents          13,048     13,098     13,042     13,040     13,073     13,219
</TABLE>

<PAGE>

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,  reduced levels of operation during the holidays which occur primarily
in the Company's third fiscal quarter,  disruptions in delivery of components or
subsystems,  regulatory developments, and general economic conditions.  Research
and development  expenses include both research and development costs as well as
bid and proposal  expenses.  Bid and proposal expenses 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, 1997 and 1996

Revenues.  Revenues  for the second  quarter of fiscal 1998  decreased by 10% to
$36.8 million from the second  quarter of the previous  fiscal year.  Government
revenues during the second quarter of fiscal year 1998 totaled $23.1 million, an
increase of 11% from  Government  revenues of $20.9 million  recorded during the
second  quarter  of fiscal  year  1997.  Commercial  revenues  during the second
quarter of fiscal  year 1998  totaled  $13.7  million,  a  decrease  of 32% from
commercial  revenues  of $20.1  million  recorded  during the second  quarter of
fiscal year 1997. The decrease can be primarily attributable to a decline in the
Company's  commercial contract  manufacturing  service and the reduced level  of
sales of commercial telecommunications chip and board level products. During the
second   quarter  of  fiscal  year  1998  revenues  from   commercial   contract
manufacturing  services  totaled $7.2  million,  down by $3.1 million from $10.3
million for the second  quarter of fiscal year 1997.  Revenues  from the sale of
commercial telecommunications chip and board level products totaled $2.9 million
for the second  quarter of fiscal  year 1998  compared  to $5.0  million for the
second quarter of the previous fiscal year. Other commercial  revenues decreased
by $1.2 million from the second quarter of fiscal year 1997 to fiscal year 1998.

Cost of Revenues.  Cost of revenues were $27.5 million and $30.9 million for the
second  quarter  of fiscal  1998 and  1997,  respectively,  representing  an 11%
decrease.  The decrease  during the second quarter of fiscal 1998 was the result
of the recognition of costs on a lower revenue base.

Research and Development.  During recent  quarters,  the Company has focused its
available  research  and  development  funds on the  development  of  commercial
products. Research and development expenses, including bid and proposal expenses
were $3.9 million and $3.4 million  during the second quarter of fiscal 1998 and
1997, respectively.  Excluding bid and proposal expenses, the Company's research
and development expenses applied to the development of products such as wireless
broadband  communications and cable high speed modems were $3.2 million and $2.7
million during the second quarter of fiscal 1998 and 1997, respectively. Bid and
proposal  expenses  are  largely  the initial  advanced  technology  development
efforts  directed  toward a  specific  product or  technical  task for which the
Company must show technical viability.

Marketing and  Administrative.  Marketing and Administrative  expenses were $4.6
million  and $4.1  million  for the  second  quarter  of  fiscal  1998 and 1997,
respectively.  This increase is primarily a result of personnel additions to its
technical marketing staff, increased marketing expenses in pursuit of commercial
opportunities, and increased legal expenses  primarily  associated with a patent
infringement case brought by the Company in December 1996.

Operating  Income.  Operating  income was $.9 million  and $2.6  million for the
second quarter of fiscal 1998 and 1997, respectively.  The decrease in operating
income during the second  quarter of fiscal 1998  compared to second  quarter of
fiscal  1997 was  primarily  attributable  to a decrease  in the  revenue  base,
increased research and development,  and increased  marketing and administrative
expenses.

<PAGE>

Interest Income.  Interest income for the second quarter of fiscal 1998 was $492
thousand  versus $298  thousand for the second  quarter of the  previous  fiscal
year.  The  increase  in  interest  income is  primarily a result of the Company
increasing its net cash provided by operating activities and investing that cash
in short-term investments.

Provision for Income Taxes.  Provision for income taxes was $.5 million and $1.0
million for the second quarter of fiscal years 1998 and 1997, respectively. This
represents a provisional  tax rate of 33.5% and 34.5% for the second  quarter of
fiscal 1998 and 1997, respectively.

Comparison of Six Months Ended September 30, 1997 and 1996

Revenues. Revenues were $72.2 million and $81.9 million for the six months ended
September  30,  1997 and 1996,  respectively,  representing  a decrease  of 12%.
Government  revenues during the second quarter of fiscal year 1998 totaled $44.9
million,  an increase of 5% from Government  revenues of $42.6 million  recorded
during the first six months of fiscal year 1997.  Commercial revenues during the
first  half of  fiscal  1998  totaled  $27.3  million,  a  decrease  of 31% from
commercial  revenues of $39.3  million  recorded  during the first six months of
fiscal  1997.  The  decrease  can be mainly  attributable  to a  decline  in the
Company's  commercial contract  manufacturing  services and the reduced level of
sales of commercial  telecommunication chip and board level products. During the
first six months of fiscal 1998, revenues from the Company's commercial contract
manufacturing  services  totaled $11.4 million down from $21.6 million  recorded
for the  first  half of  fiscal  1997.  Revenues  from  the  sale of  commercial
telecommunication  chip and board level  products  totaled  $6.7 million for the
first six months of fiscal  1998,  down from $9.5  million  achieved  during the
first half of the previous fiscal year.

Cost of Revenues.  Cost of revenues were $53.9 million and $62.9 million for the
first half of fiscal  1998 and 1997,  respectively,  representing  a decrease of
14%. The decrease during the first six months of fiscal 1998 was a result of the
recognition of costs on a lower revenue base.

Research and Development.  Research and development expenses,  including bid and
proposal  expenses  were $6.9  million  and $5.7  million  for the first half of
fiscal 1998 and 1997,  respectively,  representing an increase of 22%. Excluding
bid and proposal  expenses,  the  Company's  research and  development  expenses
applied to the development of products such as wireless broadband communications
and cable high speed modems were $5.6 million and $4.5 million for the first six
months of fiscal 1998 and 1997, respectively.

Marketing and  Administrative.  Marketing and administrative  expenses were $8.9
million  and $8.1  million  for the  first six  months of fiscal  1998 and 1997,
respectively,  representing  an  increase of 9%.  This  increase is  primarily a
result of  personnel  additions  to its  technical  marketing  staff,  increased
marketing  expenses in pursuit of commercial  opportunities, and increased legal
expenses.

Operating  Income.  Operating  income was $2.5  million and $5.2 million for the
first half of fiscal 1998 and 1997,  respectively.  The  decrease  in  operating
income  during the first half of fiscal  1998 was  primarily  attributable  to a
decrease in revenue  base,  increased  research and  development,  and increased
marketing and administrative expenses.

Interest  Income.  Interest  income for the first  half of fiscal  1998 was $951
thousand  versus $582  thousand for the first half of the previous  fiscal year.
The increase in interest income is primarily a result of the Company  increasing
its net cash  provided  by  operating  activities  and  investing  that  cash in
interest bearing short-term investments.

Provision for Income Taxes. Provision for income taxes was $1.2 million and $2.0
million  for the first six months of fiscal  1998 and 1997,  respectively.  This
represents  a  provisional  tax rate of 33.5% and  34.5%  for the first  half of
fiscal 1998 and 1997, respectively.

<PAGE>

Booking and Backlog

Funded  bookings were $40.2 million and $38.2 million for the second  quarter of
fiscal 1998 and 1997, respectively,  and $85.5 million and $79.3 million for the
six months  ended  September  30,  1997 and 1996,  respectively.  Bookings  were
derived from both the Company's commercial  operations as well as its government
business  sectors.  At the end of the second  quarter  of fiscal  1998 and 1997,
backlog stood at $97.3 million and $79.8 million, respectively.

Liquidity and Capital Resources

Working  capital  increased from $59.8 million to $69.8 million at September 30,
1996 and 1997,  respectively,  and  increased  by $3.4  million  from the end of
fiscal 1997.

Net cash  provided by  operating  activities  for the first six months of fiscal
1998 ended September 30, 1997 was $3.7 million. During the first two quarters of
fiscal 1998,  the Company  realized net income of $2.3  million,  increased  its
inventories by $2.2 million and decreased its billed and unbilled receivables by
$1.8 million. Net cash provided by operating activities for the first six months
of fiscal 1997 ended September 30, 1996 was $10.5 million. During the first half
of fiscal 1997, the Company  realized net income of $3.8 million,  decreased its
inventories by $6.8 million,  and increased its billed and unbilled  receivables
by $3.2 million.

The  Company  utilized  its cash for the  purchase  of  property  and  equipment
totaling $2.6 million and $3.7 million  during the first half of fiscal 1998 and
1997,  respectively.  The Company has a bank credit  commitment of $15.0 million
which it can utilize to augment cash flow need and to secure standby  letters of
credit.  Available  borrowings  under this line at September 30, 1997 were $15.0
million.  Under this line of credit the Company must maintain certain  financial
covenants,  including  a covenant  prohibiting  the  Company  from  incurring  a
quarterly loss in any two  consecutive  quarters.  The Company was in compliance
with all covenants  throughout  the first six months of fiscal 1998.  The credit
agreement  expires on December 5, 1997.  At September  30, 1997,  the  Company's
long-term  obligations   (including  current  maturities)  and  other  long-term
liabilities  totaled  approximately $.9 million. At September 30, 1997, cash and
cash  equivalents  of $12.3  million  were  substantially  held in money  market
accounts, and short term investments of $23.0 million were held in U.S. treasury
instruments with maturities not exceeding 365 days.

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 next several fiscal quarters.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

No  current  Reports on Form 8-K were filed  with the  Securities  and  Exchange
Commission during the period covered by this Form 10-Q.

<PAGE>

                                   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)


          /s/ Jerome F. Klajbor
- --------------------------------------------
Jerome F. Klajbor
Vice-President and Chief Financial Officer
(Principal Financial and Accounting Officer)

November 7, 1997


<TABLE> <S> <C>


<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-31-1998
<PERIOD-START>                             APR-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                          12,349
<SECURITIES>                                    22,964
<RECEIVABLES>                                   44,070
<ALLOWANCES>                                         0
<INVENTORY>                                      8,951
<CURRENT-ASSETS>                                92,755
<PP&E>                                          52,081
<DEPRECIATION>                                  38,215
<TOTAL-ASSETS>                                 106,937
<CURRENT-LIABILITIES>                           22,999
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           129
<OTHER-SE>                                      82,829
<TOTAL-LIABILITY-AND-EQUITY>                   106,937
<SALES>                                         72,169
<TOTAL-REVENUES>                                72,169
<CGS>                                           53,894
<TOTAL-COSTS>                                   69,647
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  3,473
<INCOME-TAX>                                     1,164
<INCOME-CONTINUING>                              2,309
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,309
<EPS-PRIMARY>                                     0.18
<EPS-DILUTED>                                     0.18
                                               


</TABLE>


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