STANFORD TELECOMMUNICATIONS INC
10-Q, 1997-02-03
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 DECEMBER 31, 1996

                                       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.

                        6,404,577 as of January 21, 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. 1996 Annual Report.

The  results of  operations  for the first nine months of fiscal year 1997 ended
December 31, 1996 are not  necessarily  indicative of results to be expected for
the entire year ending March 31, 1997.



<PAGE>

<TABLE>

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

<CAPTION>
                                      Three Months Ended        Nine Months Ended
                                         December 31,             December 31,
                                   ----------------------    ----------------------
                                     1996          1995         1996         1995
                                     ----          ----         ----         ----
<S>                                <C>          <C>          <C>          <C>      
Revenues                           $  42,028    $  36,384    $ 123,929    $ 107,933

Cost of revenues                      32,305       28,922       95,187       87,013
                                   ---------    ---------    ---------    ---------

    Gross profit                       9,723        7,462       28,742       20,920

Expenses

    Research and development           2,903        2,046        8,576        5,889
    Marketing and administrative       4,170        3,104       12,297        9,002
                                   ---------    ---------    ---------    ---------

       Total expenses                  7,073        5,150       20,873       14,891

Operating income                       2,650        2,312        7,869        6,029

Interest income, net                     342          164          924          494
                                   ---------    ---------    ---------    ---------

Income before income taxes             2,992        2,476        8,793        6,523

Provision for income taxes            (1,032)        (863)      (3,034)      (2,381)
                                   ---------    ---------    ---------    ---------

       Net income                  $   1,960    $   1,613    $   5,759    $   4,142
                                   =========    =========    =========    =========

Weighted average common                6,521        6,361        6,534        6,328
shares and equivalents

Net income per share               $    0.30    $    0.25    $    0.88    $    0.65
                                   =========    =========    =========    =========

<FN>

See accompanying notes
</FN>
</TABLE>


<PAGE>


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


ASSETS                                                  December 31,  March 31,
                                                           1996         1996
                                                         ---------    ---------
    Current assets:                                     (Unaudited)
      Cash and cash equivalents                          $   6,706    $   4,409
      Short-term investments                                18,579       14,127
      Accounts receivable                                   27,382       22,018
      Unbilled receivables                                  17,929       11,993
      Inventories, net of related progress billings         10,542       18,702
      Prepaid expenses                                       4,125        4,903
                                                         ---------    ---------
         Total current assets                               85,263       76,152
                                                         ---------    ---------

    Property and equipment at cost:
      Electronic test equipment                             42,779       39,541
      Furniture and fixtures                                 3,434        2,967
      Leasehold improvements                                 3,715        3,657
                                                         ---------    ---------
                                                            49,928       46,165
      Less:  Accumulated depreciation and amortization     (35,259)     (31,665)
                                                         ---------    ---------
         Net property and equipment                         14,669       14,500
                                                         ---------    ---------
    Other assets                                               392          296
                                                         ---------    ---------
                                                         $ 100,324    $  90,948
                                                         =========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities:
      Current maturities of long-term obligations        $      74    $      80
      Accounts payable                                       8,231        6,097
      Advance payments from customers                        1,051          515
      Accrued liabilities                                    9,523       10,044
      Accrued and current deferred income taxes              3,099        2,921
                                                         ---------    ---------
         Total current liabilities                          21,978       19,657
                                                         ---------    ---------

    Long-term obligations, less current maturities              37           85
                                                         ---------    ---------
    Other long-term liabilities                                929          986
                                                         ---------    ---------
    Deferred income taxes                                      231          631
                                                         ---------    ---------

    Shareholders' equity:
      Common shares    - par value $.01; 15,000 
                              shares authorized
         Outstanding   - 6,403 shares at
                               December 31, 1996                64           63
                       - 6,328 shares at March 31, 1996

      Paid-in capital                                       40,169       38,369
      Retained earnings                                     36,916       31,157
                                                         ---------    ---------
         Total shareholders' equity                         77,149       69,589
                                                         ---------    ---------
                                                         $ 100,324    $  90,948
                                                         =========    =========
            
See accompanying notes.


<PAGE>

<TABLE>

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

<CAPTION>
                                                                                     Nine Months Ended
                                                                                       December 31,
                                                                                     -----------------
Cash flows from operating activities:                                                1996         1995
                                                                                     ----         ----
    <S>                                                                            <C>         <C>     
    Net income                                                                     $  5,759    $  4,142
    Adjustments  to  reconcile  net  income to net cash  provided  by  operating
    activities:
      Depreciation and amortization                                                   3,875       3,779
      Issuances of stock to employees under bonus and award plans                        85          65
      Provision for losses on receivables and contracts                               1,298         654
      Loss on retirements of property and equipment                                       3          (7)
    (Increase) decrease in assets:
      Receivables billed and unbilled                                               (11,512)      2,707
      Inventories                                                                     7,574      (6,434)
      Prepaid expenses and other assets                                                 682      (3,171)
    Increase (decrease) in liabilities:
      Accounts payable, advance payments, and accrued expenses                        2,149      (1,588)
      Other long-term liabilities                                                       (57)         34
      Accrued and deferred income taxes                                                  93       1,265
                                                                                   --------    --------
         Net cash provided by operating activities                                    9,949       1,446
                                                                                   --------    --------

Cash flows (used in) provided by investing activities:
      Purchase of short-term investments                                            (25,950)     (5,848)
      Proceeds from maturities of short-term investments                             21,498       8,888
      Purchase of property and equipment                                             (4,547)     (3,669)
      Proceeds from sale of property and equipment                                     --           210
                                                                                   --------    --------
         Net cash used in investing activities                                       (8,999)       (419)
                                                                                   --------    --------

Cash flows from financing activities:
      Payments on capital lease obligations                                             (54)       (103)
      Proceeds from transactions under stock plans                                    1,401         758
                                                                                   --------    --------
         Net cash provided by financing activities                                    1,347         655
                                                                                   --------    --------

Net increase in cash and cash equivalents                                             2,297       1,682

Cash and cash equivalents at beginning of period                                      4,409       2,910
                                                                                   --------    --------

Cash and cash equivalents at end of period                                         $  6,706    $  4,592
                                                                                   ========    ========
<FN>
See accompanying notes.

</FN>
</TABLE>

<PAGE>

                        STANFORD TELECOMMUNICATIONS, INC.
                 Notes to Condensed Interim Financial Statements

                                   (Unaudited)
                                December 31, 1996

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):

                                          December 31, 1996     March 31, 1996
                                          -----------------     --------------
        Work-in-progress                       $ 8,277             18,773 
        Finished goods                           2,700              1,850
        Allocated general and                                   
           administrative costs                    294                808
        Less:  progress billings                  (729)            (2,729)
                                               -------            -------
                                               $10,542            $18,702
                                               =======            =======
                                                          
3.   Capital Stock

     On June 26,  1996,  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 15,000,000 to 25,000,000.  Approval of the amendment
     gives the Company the power to cause a Certificate of Amendment to be filed
     with the Delaware Secretary of State on or prior to June 30, 1997. However,
     the Company shall not be obligated to file a Certificate  of Amendment with
     respect to the increase in the number of authorized shares at any specified
     time or at all.  As of December  31, 1996 a  Certificate  of  Amendment  to
     increase the number of authorized shares has not been filed.

4.   Credit Agreement

     On  December  5, 1996 the  Company  amended  and  restated  its credit line
     agreement to expire on December 18, 1997. The bank credit commitment of $15
     million requires the Company to maintain certain  financial  covenants.  At
     December 31, 1996,  the Company was in compliance  with all such  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, 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 46% of total
revenues in fiscal year 1996.  Commercial  revenues totaled $66.3 million during
fiscal  year  1996.  During  the first nine  months of fiscal  1997,  commercial
revenues  amounted  to  approximately  $53.6  million  or 44% of total  revenues
reported.  The Company  includes  in  commercial  revenues  sales of standard 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 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 contain or are
based on projections of revenue,  income, earnings per share and other financial
items or relate to management's  future plans 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.

Quarterly Results

The  following  table  presents the Company's  financial  results by quarter for
fiscal  1996 and the first  three  quarters  of  fiscal  1997.  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.
<TABLE>

                                  Quarter Ended
                          Statement of Operations Data
                      (in thousands, except per share data)
<CAPTION>

                                                                                       
                                                            Fiscal 1996                              Fiscal 1997
                                            --------------------------------------------    --------------------------------
                                             June 30    Sept. 30    Dec. 31     Mar. 31     June 30    Sept. 30     Dec. 31
                                            --------    --------    --------    --------    --------    --------    --------

<S>                                         <C>         <C>         <C>         <C>         <C>         <C>         <C>     
Revenues                                    $ 35,952    $ 35,597    $ 36,384    $ 37,168    $ 40,843    $ 41,058    $ 42,028
Cost of revenues                              29,876      28,215      28,922      29,001      31,993      30,889      32,305
                                            --------    --------    --------    --------    --------    --------    --------
 Gross profit                                  6,076       7,382       7,462       8,167       8,850      10,169       9,723
                                            --------    --------    --------    --------    --------    --------    --------


Expenses:
 Research and development                      1,793       2,050       2,046       2,541       2,229       3,444       2,903
 Marketing and administrative                  2,659       3,239       3,104       3,211       4,022       4,105       4,170
                                            --------    --------    --------    --------    --------    --------    --------
   Total expenses                              4,452       5,289       5,150       5,752       6,251       7,549       7,073

Operating income                               1,624       2,093       2,312       2,415       2,599       2,620       2,650
Interest income, net                             178         152         164         345         284         298         342
                                            --------    --------    --------    --------    --------    --------    --------
Income before provision for                    1,802       2,245       2,476       2,760       2,883       2,918       2,992
   income taxes
Provision for income taxes                      (676)       (842)       (863)       (729)       (995)     (1,007)     (1,032)
                                            --------    --------    --------    --------    --------    --------    --------
     Net income                             $  1,126    $  1,403    $  1,613    $  2,031    $  1,888    $  1,911    $  1,960
                                            ========    ========    ========    ========    ========    ========    ========

Net income per share                        $   0.18    $   0.22    $   0.25    $   0.32    $   0.29    $   0.29    $   0.30
                                            ========    ========    ========    ========    ========    ========    ========
Weighted average common
 shares and equivalents                        6,272       6,346       6,361       6,409       6,524       6,549       6,521
</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.  Revenues
have generally increased on a quarterly basis since fiscal year 1994 as a result
of increasing  commercial  activities during the past three years.  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 Third Quarter Ended December 31, 1996 and 1995

Revenues. Revenues were $42.0 million and $36.4 million for the third quarter of
fiscal  years  1997  and  1996,   respectively,   representing  an  increase  of
approximately  15.0%.  Government  revenues grew from $19.1  million  during the
third  quarter of fiscal 1996 to $27.7  million for the third  quarter of fiscal
1997.  Commercial revenues during the third quarter of fiscal 1997 totaled $14.3
million, a decrease of 17% from commercial revenues of $17.3 recorded during the
third quarter of fiscal 1996. During the third quarter of fiscal 1997,  revenues
from the  Company's  commercial  contract  manufacturing  services  totaled $6.7
million,  down from $7.4 million  recorded for the third quarter of fiscal 1996.
Revenues  from the sale of  commercial  telecommunication  chip and board  level
products totaled $4.0 million for the third quarter of fiscal 1997, up from $3.4
million  achieved during the third quarter of the previous  fiscal year.  During
the third quarter of fiscal 1996 the Company recognized revenues of $2.8 million
and $1.0 million  associated with the completion of contract  milestones for its
commercial  Intelsat  and  DSC  development  contracts.   These  contracts  were
successfully completed and all revenues recognized prior to the beginning of the
third quarter of fiscal 1997.

Cost of Revenues.  Cost of revenues were $32.3 million and $28.9 million for the
third  quarter  of  fiscal  1997  and  1996,  respectively,  representing  a 12%
increase.  The gross margin  increased  from 21% to 23% for the third quarter of
fiscal  1996 and  1997,  respectively,  due to  increased  sales  of  commercial
telecommunication  chip and board level products and an increase in contracts in
which the company is realizing higher margins.

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 $2.9 million and $2.1 million  during the third  quarter of fiscal 1997 and
1996, respectively.  Excluding bid and proposal expenses, the Company's research
and  development  expenses  applied to the development of its products were $2.3
million  and $.9  million  during  the third  quarter  of fiscal  1997 and 1996,
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.  The Company  expects
research  and  development  expenses  to  increase  in the  future as it pursues
additional commercial activities.

Marketing and  Administrative.  Marketing and Administrative  expenses were $4.2
million  and $3.2  million  for the  third  quarter  of  fiscal  1997 and  1996,
respectively.  This increase is primarily a result of personnel additions to its
technical  marketing staff,  its executive staff as well as increased  marketing
expenses in pursuit of commercial opportunities.

<PAGE>

Operating  Income.  Operating  income was $2.6  million and $2.3 million for the
third quarter of fiscal 1997 and 1996,  respectively.  The increase in operating
income  during the third quarter of fiscal 1997 was  primarily  attributable  to
higher gross margins on an expanded revenue base.

Interest  Income.  Interest income for the third quarter of fiscal 1997 was $342
thousand versus $164 thousand for the third 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 $1.0 million and $0.9
million for the third quarter of fiscal years 1997 and 1996, respectively.  This
represents a  provisional  tax rate of 34.5% and 34.9% for the third  quarter of
fiscal 1997 and 1996, respectively.

Comparison of Nine Months Ended December 31, 1996 and 1995

Revenues.  Revenues were $123.9  million and $107.9  million for the nine months
ended  December  31, 1996 and 1995,  respectively,  representing  an increase of
15.0%.  Government revenues grew from $58.3 million during the first nine months
of fiscal 1996 to $70.2  million for the nine month period  ending  December 31,
1996.  Commercial  revenues  during the first nine months of fiscal 1997 totaled
$53.6  million,  an increase of 8% from  commercial  revenues of $49.2  recorded
during the first nine  months of fiscal  1996.  During the first nine  months of
fiscal 1997,  revenues  from the  Company's  commercial  contract  manufacturing
services  totaled  $28.3  million up from $20.8  million  recorded  for the nine
months of fiscal 1996.  Revenues from the sale of  commercial  telecommunication
chip and board level products totaled $13.5 million for the first nine months of
fiscal  1997,  up from  $9.9  million  achieved  during  the nine  months of the
previous fiscal year.

Cost of Revenues.  Cost of revenues were $95.2 million and $87.0 million for the
nine months of fiscal 1997 and 1996, respectively,  representing an 9% increase.
The  increase  during  the nine  months  of  fiscal  1997  was a  result  of the
recognition of costs on a higher  revenue base. The gross margin  increased from
19%  to  23%  for  the  first  nine  months  of  fiscal  years  1996  and  1997,
respectively,  due to increased sales of commercial  products and an increase in
contracts in which the company is realizing higher margins.

Research and Development.  Research and development expenses,  including bid and
proposal  expenses  were $8.6 million and $5.9 million for the first nine months
of fiscal 1997 and 1996, respectively, representing an increase of approximately
46%. Excluding bid and proposal expenses, the Company's research and development
expenses  applied to the  development  of products  such as satellite  telephony
systems, wireless broadband communications, cable high speed modems and wireless
telephony were $6.8 million and $2.7 million for the first nine months of fiscal
1997 and 1996, respectively.

Marketing and Administrative.  Marketing and administrative  expenses were $12.3
million  and $9.0  million  for the first nine  months of fiscal  1997 and 1996,
respectively,  representing an increase of  approximately  37%. This increase is
primarily a result of personnel  additions to its technical marketing staff, its
executive  staff,   increased   marketing  expenses  in  pursuit  of  commercial
opportunities  and  increased  commissions  paid  resulting  from  growth in its
commercial sales.

Operating  Income.  Operating  income was $7.9  million and $6.0 million for the
nine months of fiscal 1997 and 1996, respectively. The 32% increase in operating
income during the first nine months of fiscal 1997 was primarily attributable to
higher gross margins on an expanded revenue base.

<PAGE>

Interest  Income.  Interest  income for the first nine months of fiscal 1997 was
$924  thousand  versus $494  thousand  for the first nine months 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 $3.0 million and $2.4
million for the first nine months of fiscal  1997 and 1996,  respectively.  This
represents a  provisional  tax rate of 34.5% and 36.5% for the first nine months
of fiscal 1997 and 1996,  respectively.  The decrease in the  effective tax rate
results primarily from increased  Research and Development (R&D) tax credits and
other state income tax credits.

Booking and Backlog

Funded  bookings  were $42.1  million and $33.5 million for the third quarter of
fiscal 1997 and 1996,  respectively,  and $121.0  million and $113.3 million for
the nine months ended  December 31, 1996 and 1995,  respectively.  Bookings were
derived from both the Company's commercial  operations as well as its government
business  sectors.  At the end of the third  quarter  of  fiscal  1997 and 1996,
backlog stood at $79.9 million and $77.9 million, respectively.

Liquidity and Capital Resources

Working  capital  increased  from $53.0 million to $63.3 million at December 31,
1995 and 1996,  respectively,  and  increased  by $6.8  million  from the end of
fiscal 1996.

Net cash  provided by  operating  activities  for the nine months of fiscal 1997
ended  December 31, 1996 was $9.9 million.  During the three  quarters of fiscal
1997, the Company realized net income of $5.7 million, decreased its inventories
by $7.6 million, increased its billed and unbilled receivables by $11.5 million,
and increased its accounts payable,  advance  payments,  and accrued expenses by
$2.1 million.  Net cash provided by operating  activities for the nine months of
fiscal 1996 ended December 31, 1995 was $1.4 million.  During the nine months of
fiscal 1996,  the Company  realized net income of $4.1  million,  decreased  its
receivables,  billed and unbilled, by $2.7 million, increased its inventories by
$6.4 million, and decreased its accounts payable,  advance payments, and accrued
expenses by $1.6 million.

The  Company  utilized  its cash for the  purchase  of  property  and  equipment
totaling  $4.5 million and $3.7  million  during the first nine months of fiscal
1997 and 1996,  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 December  31, 1996
were $15.0 million.  Under this line of credit the Company must maintain certain
financial  covenants.  The Company was in  compliance  with all  covenants as of
December  31,  1996.  The credit  agreement  expires on December  18,  1997.  At
December  31, 1996,  the  Company's  long-term  obligations  (including  current
maturities) and other long-term  liabilities totaled approximately $1.0 million.
At  December  31,  1996,  cash  and  cash   equivalents  of  $6.7  million  were
substantially held in money market accounts, and short term investments of $18.6
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.

<PAGE>

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.



                                   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/ Jerry Klajbor
- --------------------------------------------
Jerry Klajbor
Vice-President and Chief Financial Officer
(Principal Financial and Accounting Officer)

January 30, 1997



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>

                        STANFORD TELECOMMUNICATIONS, INC.
                   EDGAR FINANCIAL DATA SCHEDULE (EXHIBIT 27)

                   Appendix A to item 601(c) of Regulation S-X
                       Commercial and Industrial Companies
                           Article 5 of Regulation S-X
                   Nine month period ending December 31, 1996

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>                   9-MOS
<FISCAL-YEAR-END>                              MAR-31-1997
<PERIOD-START>                                 APR-01-1996
<PERIOD-END>                                   DEC-31-1996
<CASH>                                          6,706
<SECURITIES>                                   18,579
<RECEIVABLES>                                  45,311
<ALLOWANCES>                                        0
<INVENTORY>                                    10,542
<CURRENT-ASSETS>                               85,263
<PP&E>                                         49,928
<DEPRECIATION>                                 35,259
<TOTAL-ASSETS>                                100,324
<CURRENT-LIABILITIES>                          21,978
<BONDS>                                             0
<COMMON>                                           64
                               0
                                         0
<OTHER-SE>                                     77,149
<TOTAL-LIABILITY-AND-EQUITY>                  100,324
<SALES>                                       123,929
<TOTAL-REVENUES>                              123,929
<CGS>                                          95,187
<TOTAL-COSTS>                                 116,060
<OTHER-EXPENSES>                                    0
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                  0
<INCOME-PRETAX>                                 8,793
<INCOME-TAX>                                    3,034
<INCOME-CONTINUING>                                 0
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    5,759
<EPS-PRIMARY>                                    0.00
<EPS-DILUTED>                                    0.88
        


</TABLE>


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