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| STST > SEC Filings for STST > Form 10-K on 5-Dec-2008 | All Recent SEC Filings |
5-Dec-2008
Annual Report
Segments
We have reviewed our business operations and determined that we operate in a
single homogeneous business segment. Our financial information is reviewed and
evaluated by the chief operating decision maker on a consolidated basis relating
to the single business. We sell similar products and services that exhibit
similar economic characteristics to similar classes of customers, primarily the
U.S. government. Revenue is internally reviewed monthly by management on an
individual contract basis as a single business.
Revenues
Our revenues are primarily generated from the entire life cycle of complex
sensor systems under contracts predominately with the U.S. government and major
domestic prime contractors, as well as with foreign governments, agencies and
defense contractors. This life cycle spans across the design, development,
production, installation and support of the system.
Our government contracts can be divided into three major types: cost
reimbursable, fixed-price and time and materials.
Cost reimbursable contracts are primarily used for system design and
development activities in the early stages of the life cycle. Cost reimbursable
contracts typically have profit margins that are less than fixed price contracts
as the U.S. government customer assumes the cost risk on these contracts.
However, even though the U.S. Government customer bears the cost risk, the
contractor is not allowed to exceed the cost ceiling on the contract without the
approval of the customer. Cost reimbursable contracts are used in the early
stages of the life cycle since these activities typically involve considerable
risks to the contractor, including risks related to cost estimates on complex
systems, performance risks associated with real time signal processing, embedded
software, high performance hardware, and requirements that are not fully
understood by the customer or us, the development of technology that has never
been used, and interfaces with other systems that are in development or are
obsolete without adequate documentation. Fees under these contracts are usually
fixed at the time of negotiation; however, in some cases the fee is an incentive
or award fee based on cost, schedule, and performance or a combination of those
factors.
Fixed-price contracts are typically used for the production stages of the
life cycle of our systems. Development activities similar to activities
performed under previous contacts may also be covered by fixed-price contracts,
due to the low risk involved. In these contracts profit margins are generally
higher than the cost reimbursable contracts as cost risks are borne entirely by
the contractor. Some fixed-price contracts include an award fee or an incentive
fee as well as the negotiated profit. Most foreign customers, and some
U.S. customers, use fixed-price contracts for design and development work even
when the work is considered high risk.
Time and materials contracts are based on hours worked, multiplied by
approved labor rates, plus other costs incurred and allocated.
The following table represents our revenue concentration by contract type for
the periods indicated:
Fiscal Year Ended
September 30, Fiscal Year Ended Fiscal Year Ended
Contract Type 2008 September 30, 2007 September 30, 2006
Fixed-price contracts 58 % 60 % 65 %
Cost reimbursable contracts 38 % 35 % 25 %
Time and materials contracts 4 % 5 % 10 %
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We approach each program with attentiveness to the system life cycle to
optimize the opportunity for longer tem relationships involving the higher
margin production content. As such, much of our current production work has been
derived from programs for which we have performed the initial development work.
These programs are next generation systems replacing existing, obsolete systems
that were developed by other companies. We were able to displace these companies
primarily on the basis of technological capability. We believe that the current
state of world affairs and the U.S. government's emphasis on protecting
U.S. citizens will cause funding of these programs to continue.
The increase in our contract mix of cost-reimbursable contracts for the year
ended September 30, 2008 as compared to the year ended September 30, 2007
resulted primarily from the addition of contracts from Coherent and the effects
of the contributed revenue from our cost-reimbursable development type
contracts, including the SSEE Increment F program. Coherent was acquired in the
fourth quarter of fiscal year 2007 and had a significant amount of
cost-reimbursable type contracts.
Backlog
We define backlog as the funded and unfunded amount provided in our
contracts, less previously recognized revenue. Contract options are estimated
separately and not included in backlog until they are exercised and funded.
Backlog does not include the value of a contract where the customer has given
permission to begin or continue working, but where a formal contract or contract
extension has not yet been signed.
Our funded backlog does not include the full value of our contracts, because
Congress often appropriates funds for a particular program or contract on a
yearly or quarterly basis, even though the contract may call for performance
that is expected to take a number of years.
From time to time, we will exclude from backlog portions of contract values
of very long or complex contracts where we judge revenue could be jeopardized by
a change in government policy. Because of possible future changes in delivery
schedules and cancellations of orders, backlog at any particular date is not
necessarily representative of actual sales to be expected for any succeeding
period, and actual sales for the year may not meet or exceed the backlog
represented. We may experience significant contract cancellations that were
previously booked and included in backlog.
Our backlog consisted of the following at September 30:
(In thousands) 2008 2007 2006
Funded $ 272,620 $ 246,571 $ 162,796
Unfunded 54,672 58,279 62,373
Total $ 327,292 $ 304,850 $ 225,169
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Our total, funded and unfunded backlog as of the end of any fiscal quarter or
year may fluctuate due to numerous factors, including the schedule for and
timing of contract awards we are pursuing, the timing of government contracts we
have been awarded and our success in winning new and follow-on contract awards.
Cost of Revenues
Cost of revenues consist of direct costs incurred on contracts such as labor,
materials, travel, subcontracts and other direct costs and indirect costs
associated with overhead expenses such as facilities, fringe benefits and other
costs that are not directly related to the execution of a specific contract. We
plan indirect costs on an annual basis and on cost reimbursable contracts
receive government approval to bill those costs as a percentage of our direct
labor, other direct costs and direct materials as we execute our contracts. The
U.S. government approves the planned indirect rates as provisional billing rates
near the beginning of each fiscal year.
General and Administrative Expenses
Our general and administrative expenses include administrative salaries,
costs related to proposal activities, and other administrative costs.
Research and Development
We conduct internally funded research and development into complex signal
processing, system and software architectures, and other technologies that are
important to continued advancement of our systems and are of interest to our
current and prospective customers. The variance from year to year in internal
research and development is caused by the status of our product cycles and the
level of complementary U.S. government funded research and development.
The table below shows our research and development expenditures for the
periods indicated. As shown in this table, internal research and development is
a small portion of our overall research and development, as government funded
research and development constitutes the majority of our activities in this
area.
(In thousands) 2008 2007 2006
Internal research and development $ 6,656 $ 7,035 $ 6,286
Customer-funded research and development 80,005 73,397 50,130
Total $ 86,661 $ 80,432 $ 56,416
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In fiscal years 2008, 2007 and 2006, internal research and development
expenditures represented 2.0%, 2.5% and 2.4% of our revenues, respectively. We
expect that research and development expenses will continue to represent
approximately 2% to 3% of our consolidated revenue in future periods.
Interest Income, net
Net interest income is derived solely from interest earned on cash reserves
maintained in short-term investment accounts and are therefore subject to
short-term interest rates that have minimal risk.
Critical Accounting Policies and Estimates
General
Our discussion and analysis of our financial condition and results of
operations are based upon our financial statements. These financial statements
are prepared in accordance with accounting principles generally accepted in the
United States, which require management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ significantly from those estimates. We believe that
the estimates, assumptions, and judgments involved in the accounting practices
described below have the greatest potential impact on our financial statements
and, therefore, consider these to be critical accounting policies.
Revenue and Cost Recognition
General
The majority of our contracts, which are with the U.S. government, are
accounted for in accordance with the American Institute of Certified Public
Accountants Statement of Position 81-1, Accounting for Performance of
Construction-Type and Production-Type Contracts. These contracts are transacted
using written contractual arrangements, most of which require us to design,
develop, manufacture and/or modify complex products and systems, and perform
related services according to specifications provided by the customer. We
account for fixed-price contracts by using the percentage-of-completion method
of accounting and for substantially all contracts, the cost-to-cost method is
used to measure progress towards completion. Under this method, contract costs
are charged to operations as incurred. A portion of the contract revenue, based
on estimated profits and the degree of completion of the contract as measured by
a comparison of the actual and estimated costs, is recognized as revenue each
period. In the case of contracts with materials requirements, revenue is
recognized as those materials are applied to the production process in
satisfaction of the contracts' end objectives. We account for cost reimbursable
contracts by charging contract costs to operations as incurred and recognizing
contract revenues and profits by applying the negotiated fee rate to actual
costs on an individual contract basis.
Contract revenue recognition inherently involves estimation. Examples of
estimates include the contemplated level of effort to accomplish the tasks under
the contract, the cost of the effort, and an ongoing assessment of our progress
toward completing the contract. From time to time, as part of our management
processes, facts develop that require us to revise our estimated total costs or
revenue. To the extent that a revised estimate affects contract profit or
revenue previously recognized, we record the cumulative effect of the revision
in the period in which the facts requiring the revision become known.
Anticipated losses on contracts are also recorded in the period in which they
become determinable. Unexpected increases in the cost to develop or manufacture
a product, whether due to inaccurate estimates in the bidding process,
unanticipated increases in material costs, inefficiencies, or other factors are
borne by us on fixed-price contracts, and could have a material adverse effect
on results of operations and financial condition. Unexpected cost increases in
cost reimbursable contracts may be borne by us for purposes of maintaining
customer relationships. If the customer agrees to fund cost increases on cost
type contracts, the additional work does not have any profit and therefore
dilutes margin.
Indirect Rate Variance
We apply overhead and general and administrative expenses (indirect expenses)
as a percentage of direct contract costs based on annual budgeted indirect
expense rates. To the extent actual expenses for an interim period are greater
than the budgeted rates, the variance is deferred if management believes it is
probable that the variance will be absorbed by future contract activity. This
probability assessment includes projecting whether future indirect costs will be
sufficiently less than the annual budgeted rates or can be absorbed by seeking
increased billing rates applied on cost-plus-fee contracts. At the end of each
interim reporting period, management assesses the recoverability of any amount
deferred to determine if any portion should be charged to expense. In assessing
the recoverability of variances deferred, management takes into consideration
estimates of the amount of direct labor and other direct costs to be incurred in
future interim periods, the feasibility of modifications for provisional billing
rates, and the likelihood that an approved increase in provisional billing rates
can be passed along to a customer. Variances are charged to expense in the
periods in which it is determined that such amounts are not probable of
recovery. At the end of the fiscal year 2008, indirect rates are applied using
actual costs incurred. Indirect rate variances of approximately $2.3 million
were applied against contracts in the fourth quarter of fiscal year 2008. The
variance was primarily due to a reduced direct labor base from several
anticipated contracts commencing later than expected as well as a higher than
anticipated expenditure related to business development initiatives.
Award Fee Recognition
Our practice for recognizing interim fee on our cost-plus-award-fee contracts
is based on management's assessment as to the likelihood that the award fee or
an incremental portion of the award fee will be earned on a contract-by-contract
basis. Management's assessments are based on numerous factors including:
contract terms, nature of the work performed, our relationship and history with
the customer, our history with similar types of projects, and our current and
anticipated performance on the specific contract. No award fee is recognized
until management determines that it is probable that an award fee or portion
thereof will be earned. Actual fees awarded are typically within management's
estimates. However, changes could arise within an award fee period causing
management to either lower or raise the award fee estimate in the period in
which it occurs.
Goodwill
Costs in excess of the fair value of tangible and identifiable intangible
assets acquired and liabilities assumed in a business combination are recorded
as goodwill. In accordance with SFAS No. 142, Goodwill and Other Intangible
Assets, we test for impairment at least annually using a two-step approach.
Impairment of goodwill is tested at the reporting unit level by comparing the
reporting unit's carrying amount, including goodwill, to the fair value of the
reporting unit. During the years prior to fiscal year 2008, the Company operated
as four reporting units, at which time, the fair value of each reporting unit
was estimated using a combination of the income, or discounted cash flows
approach and the market approach. During fiscal year 2008, due to the change in
the Company's organizational structure and its operations, the Company operates
as a single reporting unit.
The fair value of the reporting unit is estimated using a market capitalization
approach. If the carrying amount of the unit exceeds its fair value, goodwill is
considered impaired and a second step is performed to measure the amount of
impairment loss, if any. We performed the test during the fourth quarter of
fiscal year 2008 and found no impairment to the carrying value of goodwill.
Long-Lived Assets (Excluding Goodwill)
We follow the provisions of SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets ("SFAS No. 144") in accounting for long-lived
assets such as property and equipment and intangible assets subject to
amortization. SFAS No.144 requires that long-lived assets be reviewed for
impairment whenever events or circumstances indicate that the carrying amount of
an asset may not be fully recoverable. An impairment loss is recognized if the
sum of the long-term undiscounted cash flows is less than the carrying amount of
the long-lived asset being evaluated. Impairment losses are treated as permanent
reductions in the carrying amount of the assets. For the year ended
September 30, 2007, we recorded a $6.7 million loss for the impairment of
customer related intangible assets initially recorded at the time of the SDRC,
ProDesign and IRIS acquisitions. A change in our assumptions used to measure
impairment could cause an additional impairment in the future.
Accounts Receivable
We are required to estimate the collectability of our accounts receivables.
Judgment is required in assessing the realization of such receivables, and the
related reserve requirements are based on the best facts available to us. Since
most of our revenue is generated under U.S. government contracts, our current
accounts receivable reserve is not significant to our overall receivables
balance.
Stock-Based Compensation
Effective October 1, 2005, the Company adopted Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment, ("SFAS No. 123R") using the modified prospective method.
Under this method, compensation costs for all awards granted after the date of
adoption and the unvested portion of previously granted awards outstanding at
the date of adoption are measured at estimated fair value. The compensation
expense is amortized on a straight-line basis over the requisite service period
of the grant and included in operating expenses over the vesting period during
which an employee provides service in exchange for the award. See Note 8 for
further disclosure of our stock-based benefit plans and related activity.
Fair Value Determination
We use a Binomial option pricing model, based on the Hull and White model. We
will reconsider use of the Binomial model if additional information becomes
available in the future that indicates another model would be more appropriate,
or if grants issued in future periods have characteristics that cannot be
reasonably estimated using this model.
In calculating fair value, we use the following assumptions.
Expected Volatility. The expected volatility of the our shares was estimated
based upon the historical volatility of share price of our common stock over a
historical period, as being representative of the price volatility expected in
the future. This volatility is comparable to the volatilities reported by
companies within the Company's peer group.
Risk-free Interest Rate. We based the risk-free interest rate used in the
Binomial valuation method on the implied yield available on a U.S. Treasury note
on the applicable grant date, with a term equal to the expected term of the
underlying grants.
Dividend Yield. The Binomial valuation model calls for a single expected
dividend yield as an input. The Company has not paid dividends in the past nor
does it expect to pay dividends in the future. As such, we used a dividend yield
percentage of zero.
Expected Term. The expected term used in this Binomial model is ten years,
the contractual term of the options.
Exercise Factor. The exercise factor is the ratio by which the stock price
must increase from the exercise price before the employee is expected to
exercise, as estimated by management.
Post-vest Percentage. The post-vest percentage is the rate at which employees
are likely to exercise their options earlier than usual as a result of their
termination of employment, as estimated by management. Employees have 90 days
and directors have 1 year to exercise their options upon termination of
employment or resignation from the board. The post-vest percentages used in
valuing options granted during the years ended September 30, 2008, 2007 and 2006
were 1.94%, 5.78% and 3.08%, respectively. For options granted to directors and
certain individual awards, the post vest percentage was zero.
Historical Operating Results
Fiscal year ended September 30, 2008 compared to fiscal year ended September 30,
2007
The following table sets forth certain items, including consolidated
revenues, cost of revenues, general and administrative expenses, research and
development expenses, impairment of intangible assets, interest income and
expense and income tax expense and net income, and the changes in these items
for the fiscal years indicated:
Increase
September 30, September 30, (Decrease) 2007
(Amounts in thousands) 2008 2007 Compared to 2006
Contract revenues $ 340,934 $ 282,209 $ 58,725
Cost of revenues 279,932 229,767 50,165
General and administrative expenses 22,432 17,342 5,090
Research and development expenses 6,656 7,035 (379 )
Impairment of intangible assets - 6,748 (6,748 )
Interest income and interest expense 615 1,318 (703 )
Provision for income taxes 12,256 7,933 4,323
Net income 20,273 14,702 5,571
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Contract Revenues:
Revenues increased approximately $58.7 million or 21% during fiscal year
2008. The increase in revenues is primarily attributable to the inclusion of
Coherent operations, which were acquired in the fourth quarter of fiscal 2007,
and contributed approximately $27 million of the increase. Additionally, three
contracts related to tactical communications and networking capabilities
contributed approximately $13 million the increase in revenues. The remaining
increase is due to work performed on backlog existing as of the beginning of our
fiscal year and additional contract awards in 2008 across a broad spectrum of
our business.
Cost of Revenues:
Cost of revenues increased approximately $50.2 million or 22% for fiscal year
2008 as compared to fiscal year 2007. The increase was primarily due to
increased contract activity and increased revenue as well as the inclusion of
the operations of Coherent. Direct materials costs increased $14.8 million and
direct labor increased $7.6 million consistent with the increase in production
activity, including the SSEE programs. Other direct costs, including costs
related to subcontracted work, increased $15.0 million. As a result of the
increased direct costs, overhead costs allocable to such direct costs increased
$11.4 million. We also realized increases in other costs including a
$1.0 million increase in stock-based compensation included in cost of revenue
and a $0.4 million increase in costs associated with a retention bonus related
to the acquisition of SDRC. Cost of revenues as a percentage of total revenue
increased to 82% for the year ended September 30, 2008 as compared to 81% for
the year ended September 30, 2007. This increase is due to both the increase in
the stock-based compensation and retention bonus amounts as well as an increase
. . .
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