STANFORD TELECOMMUNICATIONS INC
10-Q, 1998-02-06
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, 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.

                       12,952,623 as of January 26, 1998
<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 nine months of fiscal year 1998 ended
December 31, 1997 are not  necessarily  indicative of results to be expected for
the entire year ending March 31, 1998.

                                       2
<PAGE>
<TABLE>
                              STANFORD TELECOMMUNICATIONS, INC.
                         CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                          (in thousands, except per share amounts)


<CAPTION>
                                             Three Months Ended        Nine Months Ended
                                                 December 31,             December 31,
                                           ----------------------    ----------------------
                                             1997         1996         1997         1996
                                           ---------    ---------    ---------    ---------
<S>                                        <C>          <C>          <C>          <C>
Revenues                                   $  40,713    $  42,028    $ 112,881    $ 123,929

Cost of revenues                              30,778       32,305       84,673       95,187
                                           ---------    ---------    ---------    ---------
  Gross profit                                 9,935        9,723       28,208       28,742

Expenses

  Research and development                     3,814        2,903       10,712        8,576
  Marketing and administrative                 4,463        4,170       13,316       12,297
                                           ---------    ---------    ---------    ---------
    Total expenses                             8,277        7,073       24,028       20,873

Operating income                               1,658        2,650        4,180        7,869

Interest income, net                             502          342        1,453          924
                                           ---------    ---------    ---------    ---------
Income before income taxes                     2,160        2,992        5,633        8,793

Provision for income taxes                      (583)      (1,032)      (1,746)      (3,034)
                                           ---------    ---------    ---------    ---------
  Net income                               $   1,577    $   1,960    $   3,887    $   5,759
                                           =========    =========    =========    =========
Weighted average common                       13,226       13,042       13,173       13,068
shares and equivalents

Net income per share - basic and diluted   $    0.12    $    0.15    $    0.30    $    0.44
                                           =========    =========    =========    =========
<FN>
See accompanying notes
</FN>
</TABLE>

                                              3
<PAGE>


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

<CAPTION>
ASSETS                                                       December 31,  March 31,
                                                                 1997        1997
                                                              ---------    ---------
<S>                                                           <C>          <C>      
  Current assets:                                            (Unaudited)
    Cash and cash equivalents                                 $   7,129    $   8,235
    Short-term investments                                       18,221       25,074
    Accounts receivable                                          29,931       25,856
    Unbilled receivables                                         23,398       19,754
    Inventories, net of related progress billings                14,246        6,011
    Prepaid expenses                                              3,858        4,201
                                                              ---------    ---------
      Total current assets                                       96,783       89,131
                                                              ---------    ---------
  Property and equipment at cost:
    Electronic test equipment                                    46,072       42,797
    Furniture and fixtures                                        3,836        3,613
    Leasehold improvements                                        3,914        3,722
                                                              ---------    ---------
                                                                 53,822       50,132
    Less:  Accumulated depreciation and amortization            (39,503)     (36,019)
                                                              ---------    ---------
      Net property and equipment                                 14,319       14,113
                                                              ---------    ---------
  Other assets                                                      324          274
                                                              ---------    ---------
                                                              $ 111,426    $ 103,518
                                                              =========    =========
LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
    Current maturities of long-term obligations               $      52    $      88
    Accounts payable                                             10,075        5,902
    Advance payments from customers                               2,522        1,581
    Accrued liabilities                                           9,061       10,601
    Accrued and current deferred income taxes                     3,673        4,549
                                                              ---------    ---------
       Total current liabilities                                 25,383       22,721
                                                              ---------    ---------
  Long-term obligations, less current maturities                      0           30
                                                              ---------    ---------
  Other long-term liabilities                                       820          910
                                                              ---------    ---------
  Deferred income taxes                                             121          151
                                                              ---------    ---------

  Shareholders' equity:
    Common shares- par value $.01; 25,000 shares authorized
       Outstanding-  12,952 shares at December 31, 1997             130          128
                     12,833 shares at March 31, 1997
    Paid-in capital                                              41,917       40,410
    Retained earnings                                            43,055       39,168
                                                              ---------    ---------
       Total shareholders' equity                                85,102       79,706
                                                              ---------    ---------
                                                              $ 111,426    $ 103,518
                                                              =========    =========
<FN>
See accompanying notes.
</FN>
</TABLE>

                                          4
<PAGE>
<TABLE>
                              STANFORD TELECOMMUNICATIONS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                       (in thousands)

<CAPTION>
                                                                        Nine Months Ended
                                                                           December 31,
                                                                       --------------------
Cash flows from operating activities:                                    1997        1996
                                                                       --------    --------
<S>                                                                    <C>         <C>     
  Net income                                                           $  3,887    $  5,759
  Adjustments to reconcile net income to net cash
  (used in) provided by operating activities:
    Depreciation and amortization                                         4,303       3,875
    Issuances of stock to employees under bonus and award plans              22          85
    Change in provision for losses on receivables and contracts            (963)      1,298
    Loss on disposition of property and equipment                            11           3
  (Increase) decrease in assets:
    Receivables billed and unbilled                                      (7,417)    (11,512)
    Inventories                                                          (7,527)      7,574
    Prepaid expenses and other assets                                       293         682
  Increase (decrease) in liabilities:
    Accounts payable, advance payments, and accrued expenses              3,527       2,149
    Other long-term liabilities                                             (90)        (57)
    Accrued and deferred income taxes                                      (759)         93
                                                                       --------    --------
    Net cash (used in) provided by operating activities                  (4,713)      9,949
                                                                       --------    --------
Cash flows provided by (used in) investing activities:
  Proceeds from maturities (purchase) of short-term investments, net      6,853      (4,452)
  Purchase of property and equipment                                     (4,520)     (4,547)
                                                                       --------    --------
  Net cash provided by (used in) investing activities                     2,333      (8,999)
                                                                       --------    --------
Cash flows from financing activities:
  Payments on capital lease obligations                                     (66)        (54)
  Proceeds from transactions under stock plans                            1,340       1,401
                                                                       --------    --------
  Net cash provided by financing activities                               1,274       1,347
                                                                       --------    --------
Net (decrease) increase in cash and cash equivalents                     (1,106)      2,297

Cash and cash equivalents at beginning of period                          8,235       4,409
                                                                       --------    --------
Cash and cash equivalents at end of period                             $  7,129    $  6,706
                                                                       --------    --------
Supplemental cash flow information:

Cash paid for interest and income taxes
  Interest                                                             $     17    $      5
  Income taxes                                                         $  1,792    $    967
<FN>
See accompanying notes.
</FN>
</TABLE>

                                              5
<PAGE>

                       STANFORD TELECOMMUNICATIONS, INC.
                Notes to Condensed Interim Financial Statements

                                  (Unaudited)
                               December 31, 1997

1.   In February 1997 the Statement of Financial Accounting Standards (SFAS) No.
     128 "Earnings per Share" (EPS) was issued to replace Accounting  Principles
     Board (APB) No. 15 and is effective for periods  ending after  December 15,
     1997.  The statement  established  standards  for computing and  presenting
     basic and diluted  EPS.  The Company has adopted  SFAS No. 128 in the third
     quarter  of  fiscal  1998.   Basic  and  diluted  earnings  per  share  are
     substantially the same. Accordingly, the Company has reported them together
     on one line in the condensed statement of income.


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, 1997    March 31, 1997
                                            -----------------    --------------
           Work-in-progress                      $  11,894            3,721
           Finished goods                            2,404            2,318
           Allocated general and administrative
             costs                                     265              118
           Less:  progress billings                   (317)            (146)
                                                 ---------        ---------
                                                 $  14,246        $   6,011
                                                 =========        =========

4.   Credit Agreement

     On  December  12, 1997 the Company  amended  and  restated  its credit line
     agreement  to  expire on  December  18, 1998. The bank credit commitment of
     $15 million requires the Company to maintain certain  financial  covenants.
     At December 31, 1997, the Company was in compliance with all such financial
     covenants.

                                       6
<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 providing
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 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);  an (iii) other commercial  systems and product business ($17.5
million).  During  the first nine  months of fiscal  1998,  commercial  revenues
amounted to approximately  $42.6 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.

Over the past two fiscal  years the Company has greatly  increased  its level of
independent  research and development  expenditures.  The Company  believes that
this increase is necessary to successfully  develop competitive products for the
commercial  telecommunications  market.  The  Company  has  applied  much of its
research and development  expenditures to commercial products and initiatives in
the  areas  of  wireless  broadband  communications,   cable  high  speed  modem
components and board level products and satellite personal communications.

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.   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.  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.

                                       7
<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 judgement 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
<TABLE>
The  following  table  presents the Company's  financial  results by quarter for
fiscal  1997 and the first  three  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  Dec. 31 
                                                --------   --------   -------    -------   -------   -------   -------
<S>                                              <C>       <C>        <C>        <C>       <C>      <C>        <C>
Revenues                                         $40,843   $41,058    $42,028    $43,073   $35,331   $36,838   $40,713
Cost of revenues                                  31,993    30,889     32,305     32,245    26,430    27,465    30,778
                                                --------   -------    -------    -------   -------   -------   -------
  Gross profit                                     8,850    10,169     9,723      10,828     8,901     9,373     9,935
                                                --------   -------    -------    -------   -------   -------   -------
Expenses:
  Research and development                         2,229     3,444      2,903      3,292     3,031     3,868     3,814
  Marketing and administrative                     4,022     4,105      4,170      4,511     4,251     4,602     4,463
                                                --------   -------    -------    -------   -------   -------   -------
    Total expenses                                 6,251     7,549      7,073      7,803     7,282     8,470     8,277

Operating income                                   2,599     2,620      2,650      3,025     1,619       903     1,658
Interest income, net                                 284       298        342        412       459       492       502
                                                --------   -------    -------    -------   -------   -------   -------
Income before provision for income taxes           2,883     2,918      2,992      3,437     2,078     1,395     2,160

Provision for income taxes                          (995)   (1,007)    (1,032)    (1,185)     (696)     (467)     (583)
                                                --------   -------    -------    -------   -------   -------   -------
  Net income                                    $  1,888   $ 1,911    $ 1,960    $ 2,252   $ 1,382   $   928   $ 1,577
                                                ========   =======    =======    =======   =======   =======   =======
Net income per share-basic and diluted          $   0.14   $  0.15    $  0.15    $  0.17   $  0.11   $  0.07   $  0.12
                                                ========   =======    =======    =======   =======   =======   =======
Weighted average common 
  shares and equivalents                          13,048    13,098     13,042     13,040    13,073    13,219    13,226
</TABLE>                                                                        
                                                            8

<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 Third Quarter Ended December 31, 1997 and 1996

Revenues. Revenues were $40.7 million and $42.0 million for the third quarter of
fiscal  years  1998  and  1997,   respectively,   representing   a  decrease  of
approximately  3%.  Government  revenues during the third quarter of fiscal 1998
totaled  $25.4  million,  a decrease  of 8% from  government  revenues  of $27.7
million  recorded during the third quarter of fiscal 1997.  Commercial  revenues
grew from $14.3 million during the third quarter of fiscal 1997 to $15.3 million
for the third  quarter of fiscal 1998.  During the third quarter of fiscal 1998,
revenues from the Company's commercial contract  manufacturing  services totaled
$7.0  million,  up from $6.7 million  recorded  for the third  quarter of fiscal
1997.  Revenues  from the sale of  commercial  telecommunication  chip and board
level  products  totaled $4.7 million for the third  quarter of fiscal 1998,  up
from $4.0 million achieved during the third quarter of the previous fiscal year.

Cost of Revenues.  Cost of revenues were $30.8 million and $32.3 million for the
third quarter of fiscal 1998 and 1997, respectively, representing a 5% decrease.
The decrease was a result of the  recognition  of costs on lower  revenue and an
increase in 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 $3.8 million and $2.9 million  during the third  quarter of fiscal 1998 and
1997, respectively.  Excluding bid and proposal expenses, the Company's research
and  development  expenses  applied to the  development of its products such as,
wireless broadband  communications and cable high speed modems were $3.0 million
and $2.3 million during the third 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 $4.5
million  and $4.2  million  for the  third  quarter  of  fiscal  1998 and  1997,
respectively.  This increase is primarily a result of increased  legal  expenses
primarily  associated with a patent  infringement case brought by the Company in
December  1996  and  increased  marketing  expenses  in  pursuit  of  commercial
opportunities.

Operating  Income.  Operating  income was $1.7  million and $2.6 million for the
third quarter of fiscal 1998 and 1997,  respectively.  The decrease in operating
income during the third quarter of fiscal 1998 was primarily  attributable  to a
decrease in revenue, increased research and development, and increased marketing
and administrative expenses in pursuit of commercial opportunities.


                                       9
<PAGE>

Interest  Income.  Interest income for the third quarter of fiscal 1998 was $502
thousand versus $342 thousand for the third quarter of the previous fiscal year.
The increase in interest income is primarily a result of the Company maintaining
higher average balances in U.S. treasury instruments and money market accounts.

Provision for Income Taxes. Provision for income taxes was $0.6 million and $1.0
million for the third quarter of fiscal years 1998 and 1997, respectively.  This
represents a  provisional  tax rate of 27.0% and 34.5% for the third  quarter of
fiscal  1998 and 1997,  respectively.  The  decrease in the  effective  tax rate
results primarily from increased  Research and Development tax credits and other
state income tax credits.  The Company  anticipates its effective tax rate to be
31.0 % for fiscal year 1998.

Comparison of Nine Months Ended December 31, 1997 and 1996

Revenues.  Revenues were $112.9  million and $123.9  million for the nine months
ended December 31, 1997 and 1996,  respectively,  representing a decrease of 9%.
Government  revenues of $70.2 million  recorded  during the first nine months of
fiscal 1997,  were  essentially  the same during the first nine months of fiscal
1998.  Commercial  revenues  during the first nine months of fiscal 1998 totaled
$42.6  million,  a decrease of 20% from  commercial  revenues of $53.6  recorded
during the first nine  months of fiscal  1997.  During the first nine  months of
fiscal 1998,  revenues  from the  Company's  commercial  contract  manufacturing
services  totaled $18.4  million down from $28.3  million  recorded for the nine
months of fiscal 1997.  Revenues from the sale of  commercial  telecommunication
chip and board level products totaled $11.4 million for the first nine months of
fiscal  1998,  down from $13.5  million  achieved  during the nine months of the
previous fiscal year.

Cost of Revenues.  Cost of revenues were $84.7 million and $95.2 million for the
nine months of fiscal 1998 and 1997, respectively, representing an 11% decrease.
The  decrease  during  the nine  months  of  fiscal  1998  was a  result  of the
recognition of costs on lower revenue and a decrease in lower margin  commercial
electronic manufacturing revenues.

Research and Development.  Research and development expenses,  including bid and
proposal  expenses were $10.7 million and $8.6 million for the first nine months
of fiscal 1998 and 1997, respectively, representing an increase of approximately
25%. 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 $8.6  million and $6.8 million
for the first nine months of fiscal 1998 and 1997, respectively.

Marketing and Administrative.  Marketing and administrative  expenses were $13.3
million  and $12.3  million  for the first nine  months of fiscal 1998 and 1997,
respectively,  representing an increase of approximately  8%. This increase is a
result  of  increased  legal  expenses   primarily   associated  with  a  patent
infringement  case  brought  by the  Company  in  December  1996  and  increased
marketing expenses in pursuit of commercial opportunities.

Operating  Income.  Operating  income was $4.2  million and $7.9 million for the
nine months of fiscal 1998 and 1997,  respectively.  The  decrease in  operating
income during the first nine months of fiscal 1998 was primarily attributable to
a decrease  in  revenue,  increased  research  and  development,  and  increased
marketing and administrative expenses in pursuit of commercial opportunities.

Interest  Income.  Interest  income for the first nine months of fiscal 1998 was
$1.4  million  versus $0.9  million  for the first nine  months of the  previous
fiscal  year.  The  increase  in  interest  income is  primarily a result of the
Company  maintaining  higher average balances in U.S.  treasury  instruments and
money market accounts.


                                       10

<PAGE>

Provision for Income Taxes. Provision for income taxes was $1.7 million and $3.0
million for the first nine months of fiscal  1998 and 1997,  respectively.  This
represents a  provisional  tax rate of 31.0% and 34.5% for the first nine months
of fiscal 1998 and 1997,  respectively.  The decrease in the  effective tax rate
results primarily from increased  Research and Development tax credits and other
state income tax credits.  The Company  anticipates its effective tax rate to be
31.0 % for fiscal year 1998.

Bookings and Backlog

Funded  bookings  were $38.0  million and $42.1 million for the third quarter of
fiscal 1998 and 1997,  respectively,  and $123.5  million and $121.0 million for
the nine months ended  December 31, 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 third  quarter  of  fiscal  1998 and 1997,
backlog stood at $94.5 million and $79.9 million, respectively.

Liquidity and Capital Resources

Working  capital  increased  from $63.3 million to $71.4 million at December 31,
1996 and 1997,  respectively,  and  increased  by $5.0  million  from the end of
fiscal 1997.

The Company's cash and cash equivalents and short-term  investments decreased to
$25.3  million at December 31, 1997 from $33.3  million at March 31,  1997.  The
decrease  in  cash  has  primarily  been  the  result  of (i)  the  payment  for
inventories to support future delivery of commercial products,(ii) the timing of
collections  from  customers  and  payment  of  operating  costs  and  (iii) the
requirement to secure capital equipment to support company growth.

Net cash used in operating  activities  for the nine months of fiscal 1998 ended
December 31, 1997 was $4.7  million.  During the first three  quarters of fiscal
1998, the Company realized net income of $3.9 million, increased its inventories
by $7.5 million,  increased its billed and unbilled receivables by $7.4 million,
and increased its  liabilities  by $2.7 million.  Net cash provided by operating
activities  for the nine months of fiscal 1997 ended  December 31, 1996 was $9.9
million.  During the nine months of fiscal 1997, the Company realized net income
of $5.7  million,  decreased  its  inventories  by $7.6  million,  increased its
receivables,   billed  and  unbilled,   by  $11.5  million,  and  increased  its
liabilities by $2.2 million.

The Company has a bank credit  commitment  of $15.0 million which it can utilize
to augment cash flow needs and to secure  standby  letters of credit.  Available
borrowings  under this line at December 31, 1997 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, 1997. The credit
agreement  expires on December 18, 1998.  At December  31, 1997,  the  Company's
long-term  obligations   (including  current  maturities)  and  other  long-term
liabilities  totaled  approximately $1.0 million. At December 31, 1997, cash and
cash  equivalents  of $7.1  million  were  substantially  held in  money  market
accounts, and short term investments of $18.2 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.

                                       11
<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)

January 30, 1997


                                       11

<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>                   9-MOS
<FISCAL-YEAR-END>                              APR-01-1997
<PERIOD-START>                                 MAR-31-1998
<PERIOD-END>                                   DEC-01-1997
<CASH>                                         7,129     
<SECURITIES>                                   18,221    
<RECEIVABLES>                                  53,329    
<ALLOWANCES>                                   0         
<INVENTORY>                                    14,246    
<CURRENT-ASSETS>                               96,783    
<PP&E>                                         53,822    
<DEPRECIATION>                                 39,503    
<TOTAL-ASSETS>                                 111,426   
<CURRENT-LIABILITIES>                          25,383    
<BONDS>                                        0         
                          0         
                                    0         
<COMMON>                                       130       
<OTHER-SE>                                     84,972    
<TOTAL-LIABILITY-AND-EQUITY>                   111,426   
<SALES>                                        112,881   
<TOTAL-REVENUES>                               112,881   
<CGS>                                          84,673    
<TOTAL-COSTS>                                  108,701   
<OTHER-EXPENSES>                               0         
<LOSS-PROVISION>                               0         
<INTEREST-EXPENSE>                             0         
<INCOME-PRETAX>                                5,633     
<INCOME-TAX>                                   1,746     
<INCOME-CONTINUING>                            3,887     
<DISCONTINUED>                                 0         
<EXTRAORDINARY>                                0         
<CHANGES>                                      0         
<NET-INCOME>                                   3,887     
<EPS-PRIMARY>                                  0.30                
<EPS-DILUTED>                                  0.30      
                                                         

</TABLE>


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