STANFORD TELECOMMUNICATIONS INC
10-Q, 1998-08-07
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 JUNE 30, 1998

                                       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 001-11473

                        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.

                         13,005,829 as of July 23, 1998


<PAGE>


                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                        STANFORD TELECOMMUNICATIONS, INC.
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


The  condensed  consolidated  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  consolidated 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  consolidated  financial statements be read
in conjunction  with the financial  statements and the notes thereto included in
the Stanford Telecommunications, Inc. 1998 Annual Report.

The results of  operations  for the first three months of fiscal year 1999 ended
June 30, 1998 are not  necessarily  indicative of results to be expected for the
entire year ending March 31, 1999.



<PAGE>


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



                                                              Three Months
                                                             Ended June 30,
                                                         -----------------------
                                                           1998           1997
                                                         -------        -------
Revenues                                                 $44,362        $35,331

Cost of revenues                                          34,919         26,430
                                                         -------        -------

    Gross profit                                           9,443          8,901

Expenses

    Research and development                               3,709          3,031
    Marketing and administrative                           4,712          4,251
                                                         -------        -------

       Total expenses                                      8,421          7,282

Operating income                                           1,022          1,619

Interest income                                              484            459
                                                         -------        -------

Income before provision for income taxes                   1,506          2,078

Provision for income taxes                                  (467)          (696)
                                                         -------        -------

       Net income                                        $ 1,039        $ 1,382
                                                         =======        =======

Earnings per share - basic and diluted                   $  0.08        $  0.11
                                                         =======        =======
Weighted average number of common
     and potential common shares outstanding:
       Basic                                              12,976         12,841
                                                         =======        =======
       Diluted                                            13,171         13,073
                                                         =======        =======




See accompanying notes


<PAGE>

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

ASSETS                                                                         June 30,       March 31,
                                                                                 1998            1998
                                                                              -----------     -------
<S>                                                                           <C>             <C>
    Current assets:                                                           (Unaudited)
      Cash and cash equivalents                                               $  13,085       $  13,914
      Short-term investments                                                     21,574          19,493
      Accounts receivable                                                        21,969          26,958
      Unbilled receivables                                                       27,430          20,911
      Inventories, net of related progress billings                              14,071          14,276
      Prepaid expenses and other                                                  4,576           1,919
                                                                              ---------        --------
        Total current assets                                                    102,705          97,471
                                                                              ---------        --------

    Property and equipment at cost:
      Electronic test equipment                                                  47,904          46,768
      Furniture and fixtures                                                      3,932           3,887
      Leasehold improvements                                                      4,103           3,996
                                                                              ---------        --------
                                                                                 55,939          54,651
      Less:  Accumulated depreciation and amortization                          (41,946)        (40,516)
                                                                              ---------        --------
        Net property and equipment                                               13,993          14,135
                                                                              ---------        --------
      Other assets                                                                  586             535
                                                                              ---------        --------
                                                                              $ 117,284       $ 112,141
                                                                              =========        ========

LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities:
      Current maturities of long-term obligations                             $      39       $      44
      Accounts payable                                                           10,936          10,739
      Advance payments from customers                                             2,915           1,909
      Accrued liabilities                                                         9,354           8,218
      Accrued income taxes                                                        4,854           3,462
                                                                              ---------        --------
        Total current liabilities                                                28,098          24,372
                                                                              ---------        --------

    Long-term obligations, less current maturities                                   29              41
                                                                              ---------        --------
    Other long-term liabilities                                                     805             855
                                                                              ---------        --------

    Shareholders' equity:
      Common shares - par value $.01; 25,000 shares authorized
        Outstanding - 13,002 shares at June 30, 1998                                130             130
                    - 12,975 shares at March 31, 1998

      Paid-in capital                                                            42,799          42,359
      Retained earnings                                                          45,423          44,384
                                                                              ---------        --------
        Total shareholders' equity                                               88,352          86,873
                                                                              ---------        --------
                                                                              $ 117,284       $ 112,141
                                                                              =========        ========
<FN>
See accompanying notes.
</FN>
</TABLE>


<PAGE>

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

                                                                                            Three Months Ended
                                                                                                 June 30,
                                                                                            ------------------
Cash flows from operating activities:                                                        1998         1997
                                                                                            ------       -----
<S>                                                                                         <C>         <C>
    Net income                                                                              $ 1,039     $ 1,382
    Adjustments  to  reconcile  net  income to net cash  provided  by  operating
    activities:
      Depreciation and amortization                                                           1,527       1,365
      Issuances of stock to employees under bonus and award plans                                 8           5
      Change in provision for losses on receivables, contracts and inventories                 (185)        140
      Loss on disposition of property and equipment                                              33           0
    (Increase) decrease in assets:
      Receivables billed and unbilled                                                        (1,324)      1,972
      Inventories                                                                               184      (1,320)
      Prepaid expenses and other assets                                                      (2,708)       (568)
    Increase (decrease) in liabilities:
      Accounts payable, advance payments, and accrued expenses                                2,339        (984)
      Other long-term liabilities                                                               (50)        (20)
      Accrued and deferred income taxes                                                       1,497        (617)
                                                                                            -------     --------
         Net cash provided by operating activities                                            2,360       1,355
                                                                                            -------     --------

Cash flows from investing activities:
      Proceeds from maturities (purchase) of short-term investments, net                     (2,081)     (2,713)
      Purchases of property and equipment                                                    (1,418)     (1,455)
                                                                                            --------    --------
         Net cash used in investing activities                                               (3,499)     (4,168)
                                                                                            --------    --------

Cash flows from financing activities:
      Payments on capital lease obligations                                                     (17)        (22)
      Proceeds from transactions under stock plans                                              327         427
                                                                                            --------    --------
         Net cash provided by financing activities                                              310         405
                                                                                            --------    --------

Net decrease  in cash and cash equivalents                                                     (829)     (2,408)

Cash and cash equivalents at beginning of period                                             13,914       8,235
                                                                                            --------    --------

Cash and cash equivalents at end of period                                                  $13,085     $ 5,827
                                                                                            ========    ========
<FN>
See accompanying notes.
</FN>
</TABLE>


<PAGE>


                        STANFORD TELECOMMUNICATIONS, INC.
          Notes to Condensed Consolidated Interim Financial Statements

                                   (Unaudited)
                                  June 30, 1998

1.   Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principals
     for interim financial information.

2.   Fiscal Year

     The Company's fiscal year ending March 31, 1999 is comprised of one 14-week
     quarter  (quarter ended June 30, 1998) and three 13-week  quarters.  Fiscal
     year ended March 31, 1998 was comprised of four 13-week quarters.

3.   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 as follows (in thousands):

                                                  June 30, 1998   March 31, 1998
                                                  -------------   --------------
     Work-in-progress                               $ 10,704         $ 11,176
     Finished goods                                    3,339            3,066
     Allocated general and administrative costs           48              136
     Less:  progress billings                            (20)            (102)
                                                    ---------        ---------
                                                    $ 14,071         $ 14,276
                                                    =========        =========


4.   Earnings per share

     Basic earnings per share is computed  based on the weighted  average number
     of common shares outstanding.  Diluted earnings per share is computed based
     on the weighted  average number of common shares  outstanding plus dilutive
     potential  common shares  calculated in accordance  with the treasury stock
     method.  The Company's  dilutive potential common shares are represented by
     shares  issuable  through  the  exercise  of stock  options.  For the first
     quarter of fiscal 1999 and 1998 the dilutive  potential  common shares were
     approximately  195,000  and  232,000  respectively.   Options  to  purchase
     approximately  455,000 and 260,000 weighted shares  outstanding  during the
     first quarter of fiscal 1999 and 1998,  respectively were excluded from the
     computation  of diluted  earnings per share  because the options'  exercise
     prices were greater than the average  market price of the Company's  common
     stock during those  periods.  Basic and diluted  earnings per share for the
     Company are  substantially  the same.  Accordingly  they have been reported
     together in the Statements of Income.


<PAGE>


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


Overview

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

Commencing  in  the  late  1980's,   the  Company  began  to  pursue  commercial
opportunities utilizing its digital telecommunications  technology developed and
enhanced by the Company since its inception. Commercial revenues have risen from
less than 6% of total revenues in fiscal year 1989 to approximately 38% of total
revenues in fiscal year 1998. During the first three months of fiscal year 1999,
commercial  revenues  amounted  to  approximately  37%  of  the  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 four years the Company has invested  heavily in the development of
a family of  products  to deliver  telephone  and data  services  over  wireless
broadband links. The high level of R&D expenses  associated with the development
of the wireless broadband family impacted the earnings results for the Company's
base business over the past several years. In order to provide further detail as
to the level of revenues,  cost of revenues,  and operating expenses incurred by
the base business and the corresponding  financial  performance of the broadband
wireless business,  the Company established a wholly owned subsidiary,  Stanford
Wireless  Broadband,  Inc.  in June 1998.  In addition  to  providing  financial
visibility,  the establishment of the subsidiary  allows the Company's  wireless
broadband  customers  the benefit of working with a unique and  separate  entity
dedicated to the broadband family of products.  The table shown below provides a
summary  of the  financial  performance  for the base  business  operations  and
Stanford Wireless Broadband, Inc. for the three months ended June 30, 1998.



<PAGE>



                                                   BASE             STANFORD
                                                 BUSINESS           WIRELESS
                                                OPERATIONS       BROADBAND, INC.
                                                ----------       ---------------
  Revenues from unaffiliated customers            $34,810             $9,552

  Cost of revenues                                 26,661              8,258
                                                  -------            -------
     Gross profit                                   8,149              1,294
  Expenses
     Research and development                         990              2,719
     Marketing and administrative                   3,058              1,654
                                                  -------            -------
        Total expenses                              4,048              4,373
                                                  -------            -------
  Operating income (loss)                         $ 4,101            $(3,079)
                                                  =======            =======

For the first  quarter  of fiscal  year  1999,  the base  business  organization
achieved  revenues  and  earnings  from  operations  of $34.8  million  and $4.1
million,  respectively.  The Company's newly formed subsidiary achieved revenues
of $9.6 million and recorded a $3.1 million loss from  operations.  The revenues
for the base business  consisted of $28.0 million and $6.8 million of Government
and commercial revenues,  respectively.  First quarter fiscal year 1999 revenues
for the  subsidiary  consisted  primarily of commercial  contract  manufacturing
revenues  amounting  to  $8.1  million.  The  operating  loss  incurred  by  the
subsidiary during the first quarter of fiscal year 1999 was primarily the result
of the large  investment in development and marketing of the wireless  broadband
products.

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.

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


<PAGE>


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 consolidated financial results by
    quarter for fiscal 1998 and the first quarter of fiscal 1999.  The Company's
    fiscal  year  ending  March 31, 1999 is  comprised  of one  14-week  quarter
    (quarter ended June 30, 1998) and three 13-week quarters.  Fiscal year ended
    March 31, 1998 was  comprised  of four  13-week  quarters.  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 1998                     Fiscal 1999
                                                     ----------------------------------------- -----------
                                                     June 30   Sept. 30    Dec. 31     Mar. 31   June 30
                                                     -------   --------    -------     -------   -------
<S>                                                  <C>        <C>        <C>         <C>        <C>    
    Revenues                                         $35,331    $36,838    $40,713     $40,378    $44,362
    Cost of revenues                                  26,430     27,465     30,778      31,956     34,919
                                                     -------    -------    -------     -------    -------
     Gross profit                                      8,901      9,373      9,935       8,422      9,443
                                                     -------    -------    -------     -------    -------

    Expenses:
     Research and development                          3,031      3,868      3,814       2,934      3,709
     Marketing and administrative                      4,251      4,602      4,463       4,005      4,712
                                                     -------    -------    -------     -------    -------
       Total expenses                                  7,282      8,470      8,277       6,939      8,421

    Operating income                                   1,619        903      1,658       1,483      1,022
      Interest income                                    459        492        502         443        484
                                                     -------    -------    -------     -------    -------
      Income before provision for income taxes         2,078      1,395      2,160       1,926      1,506
       
    Provision for income taxes                          (696)      (467)      (583)       (597)      (467)
                                                     -------    -------    -------     -------    -------
         Net income                                  $ 1,382    $   928    $ 1,577     $ 1,329    $ 1,039
                                                     =======    =======    =======     =======    =======
    Net income per share-Basic and diluted           $  0.11    $  0.07    $  0.12     $  0.10    $  0.08
                                                     =======    =======    =======     =======    =======
    Weighted average number of common
       and potential common shares outstanding
         Basic                                        12,841     12,888     12,927      12,953     12,976
                                                     =======    =======    =======     =======    =======
         Diluted                                      13,073     13,219     13,226      13,199     13,171
                                                     =======    =======    =======     =======    =======
</TABLE>

The Company's revenues and results of operations are subject to fluctuation from
period to period.  Factors that could cause the Company's revenues and operating
results  to vary  from  period  to  period  include:  underestimating  costs  on
fixed-price  contracts,  particularly  for software  and  hardware  development,
timing,  bidding  activity and  delivery of  significant  contracts  and


<PAGE>


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 First Quarter Ended June 30, 1998 and 1997

Revenues. Revenues were $44.4 million and $35.3 million for the first quarter of
fiscal  years  1999  and  1998,   respectively,   representing  an  increase  of
approximately 26%.  Government revenues during the first quarter of fiscal 1999,
which  constitute  the majority of the base  business  revenues,  totaled  $28.0
million,  an increase of 30% from Government  revenues of $21.6 million recorded
for the first quarter of fiscal year 1998.  Commercial  revenues associated with
the base business decreased during the first quarter of fiscal year 1999 to $6.8
million from $8.7 million recorded during the first quarter of fiscal year 1998.
The decrease was mainly attributable to a $1.8 million decrease in revenues from
the sale of  commercial  telecommunication  chip and board level  products.  The
revenues for the Company's commercial electronic contract manufacturing business
which is included in the Company's newly formed  subsidiary,  Stanford  Wireless
Broadband, Inc., totaled $8.1 million for the first quarter of fiscal year 1999,
an increase of 93% from contract manufacturing revenues of $4.2 million recorded
during  the first  quarter  of fiscal  year 1998.  The  Company  does not expect
contract manufacturing revenues to continue to increase at that rate.

Cost of Revenues.  Cost of revenues were $34.9 million and $26.4 million for the
first  quarter  of  fiscal  1999  and  1998,  respectively,  representing  a 32%
increase.  The increase is  attributable  to a higher  revenue base  experienced
during the first  quarter of fiscal 1999  compared  to the first  quarter of the
previous  fiscal year. The decrease in the gross margin  percentage  from 25% in
the first quarter of fiscal year 1998 to 21% in the first quarter of fiscal year
1999  can be  mainly  attributed  to an  increase  in  lower  margin  commercial
electronic  manufacturing  revenues  which are included in the  Company's  newly
formed subsidiary,  Stanford Wireless Broadband,  Inc., and a decrease in higher
margin fixed price contracts.  Gross margins for the Company's base business and
newly formed subsidiary were 23% and 13%, respectively.

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 $3.7 million and $3.0 million  during the first  quarter of fiscal 1999 and
1998, respectively.  Excluding bid and proposal expenses, the Company's research
and  development  expenses  applied to the development of its products were $3.2
million  and $2.4  million  during the first  quarter  of fiscal  1999 and 1998,
respectively.  Approximately  $2.7  million  of  the  research  and  development
expenses in fiscal 1999 were associated with the wireless broadband  development
efforts  being  performed by the  Company's new  subsidiary,  Stanford  Wireless
Broadband,  Inc. The Company  expects fiscal year 1999 research and  development
expenses to be approximately equal to that incurred during fiscal year 1998.

Marketing and  Administrative.  Marketing and administrative  expenses were $4.7
million  and $4.3  million  for the  first  quarter  of  fiscal  1999 and  1998,
respectively.  The increase is primarily  due to an  additional  week of payroll
costs, increased marketing expenses in pursuit of commercial


<PAGE>


opportunities,   and  increased   legal  expenses   associated   with  a  patent
infringement case brought by the Company.

Operating  Income.  Operating  income was $1.0  million and $1.6 million for the
first  quarter  of fiscal  year 1999 and 1998,  respectively.  The  decrease  in
operating  income  during the first  quarter of fiscal year 1999 compared to the
first  quarter of fiscal  year 1998 was  significantly  due to the  increase  in
research  and  development  expenses  associated  with  the  wireless  broadband
development effort and an increase in marketing and administrative expenses.

Interest  Income.  Interest income for the first quarter of fiscal 1999 remained
significantly unchanged at approximately $0.5 million.

Provision  for Income  Taxes.  Provision  for income taxes was $467 thousand and
$696 thousand for the first quarter of fiscal years 1999 and 1998, respectively.
This  represents a provisional tax rate of 31.0% and 33.5% for the first quarter
of fiscal 1999 and 1998,  respectively.  The decrease in the  effective tax rate
was primarily  from  increased  Research and  Development  (R&D) tax credits and
other state income tax credits.  The  effective  tax rate for all of fiscal year
1998 was 31%.  The  Company  expects  its  provisional  tax  rate to  remain  at
approximately 31.0% throughout fiscal year 1999.

Bookings and Backlog

Funded  bookings  were $43.0  million and $45.3 million for the first quarter of
fiscal  1999 and 1998,  respectively.  The  Company's  backlog at the end of the
first quarter of fiscal 1999 was $92.2 million  compared to $93.9 million at the
end of the first quarter of fiscal 1998.

Liquidity and Capital Resources

Working capital  increased from $73.1 million to $74.6 million at March 31, 1998
and at  June  30,  1998,  respectively,  due  significantly  to an  increase  in
receivables resulting from increased revenues.

During the first quarter ended June 30, 1998,  $2.4 million of cash was provided
by operations,  compared to $1.4 million during the first quarter ended June 30,
1997. This increase resulted primarily from advance payments from customers.

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 June 30, 1998 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 June 30, 1998.  The credit  agreement
expires  on  December  18,  1998.  At June 30,  1998,  the  Company's  long term
obligations  (including  current  maturities)  and other  long-term  liabilities
totaled  approximately $0.9 million. At June 30, 1998, cash and cash equivalents
of  $13.0  million  were  substantially  held  in  money  market  accounts,  and
short-term  investments of $21.6 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  requirement  for  working  capital,  capital
expenditures and debt service for the next several fiscal quarters.


<PAGE>


Year 2000 Issues

The  Company  is in process  of  identifying  anticipated  costs,  problems  and
uncertainties  associated  with  making both the  Company's  products as well as
internal-use software applications Year 2000 compliant.  In general, the Company
plans to  resolve  Year 2000  issues  associated  with its own  products  either
through  Company  and/or  customer  paid  upgrades.  In the case of third party,
internal-use  software,  the Company is planning to obtain Year 2000  compliance
certifications from the suppliers and where necessary,  replace or upgrade those
software packages which are not compliant.  Although  management does not expect
year 2000 issues to have a material  impact on its business or future results of
operations,  there can be no assurances that there will not be  interruptions or
other  limitations  of system  functionality  or that the Company will not incur
significant costs to avoid such interruptions or limitations.

PART II. OTHER INFORMATION

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 24,  1998 the  Company  held its  annual  meeting of  stockholders.  The
following  directors  were  elected to serve for the ensuing  year:  No director
received less than 96% of the shares voted.

                             Michael Berberian
                             John W. Brownie
                             Dr. Val P. Peline
                             Leonard Schuchman
                             Dr. James J. Spilker, Jr.
                             Dr. C. J. Waylan

In addition,  the  stockholders  approved an  Amendment  to the  Employee  Stock
Purchase Plan which increased the number of shares available for issue under the
Plan from 400,000 to 700,000. The shares were voted as follows:

          For-11,046,780     Against-320,865      Abstain-49,758.

Finally,  Arthur Andersen LLP was ratified as the Company's independent auditors
for the current fiscal year. The shares were voted as follows:

          For-11,361,512     Against- 6,635       Abstain-39,656.

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)

August 7, 1998



<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>                   3-MOS
<FISCAL-YEAR-END>                              MAR-01-1999
<PERIOD-START>                                 APR-01-1998
<PERIOD-END>                                   JUN-30-1998 
<CASH>                                         13,085
<SECURITIES>                                   21,574
<RECEIVABLES>                                  49,399
<ALLOWANCES>                                   0
<INVENTORY>                                    14,071
<CURRENT-ASSETS>                               102,705
<PP&E>                                         55,939
<DEPRECIATION>                                 41,946
<TOTAL-ASSETS>                                 117,284
<CURRENT-LIABILITIES>                          28,098
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       130
<OTHER-SE>                                     88,222
<TOTAL-LIABILITY-AND-EQUITY>                   117,284
<SALES>                                        44,362
<TOTAL-REVENUES>                               44,362
<CGS>                                          34,919
<TOTAL-COSTS>                                  43,340
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                1,506
<INCOME-TAX>                                   467
<INCOME-CONTINUING>                            1,039
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1,039
<EPS-PRIMARY>                                  0.08
<EPS-DILUTED>                                  0.08
        


</TABLE>


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