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Quotes & Info
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| STST > SEC Filings for STST > Form 10-Q on 6-Feb-2009 | All Recent SEC Filings |
6-Feb-2009
Quarterly Report
Given the dramatic dislocations in the financial community, a worldwide
recession, a very large federal deficit, and a new Executive Branch with an
agenda that may or may not differ than the previous administration's, we may see
significant impacts on our results of operations as a result of pressure on the
defense and intelligence budgets. However, we began fiscal year 2009 with a
solid backlog. While we understand that there will be significant pressure on
the defense and intelligence budgets, we believe that given the current status
of global security, the production of our systems, which include critical
collection of intelligence and the maintenance of persistent surveillance, are
important to our success and will require continued demand of our products and
services from our customers.
Revenues
Our revenues are primarily generated from the entire life cycle of complex
sensor systems under contracts primarily 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 contracts, fixed-price, and time and materials. Cost reimbursable
contracts are primarily used for system design and development activities
involving 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. Although the U.S. government customer assumes
the cost risk on these contracts, the contractor is not allowed to exceed the
cost ceiling on the contract without the approval of the customer.
Fixed-price contracts are typically used for the production of systems.
Development activities similar to activities performed under previous contacts
are also usually covered by fixed-price contracts, due to the lower risk
involved. In these contracts, 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 material 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 three months ended December 28, 2008 and December 30, 2007:
Three Months Ended
Contract Type December 28, 2008 December 30, 2007
Fixed-price contracts 57 % 52 %
Cost reimbursable contracts 39 % 44 %
Time and material contracts 4 % 4 %
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Generally, we experience revenue growth when systems move from the
development stage to the production stage due to increases in sales volumes from
production of multiple systems, and when we add new customers or are successful
in selling new systems to existing customers. 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 fixed-price contracts as a total percentage of our
revenue in the first quarter of fiscal 2009, as compared to the first quarter of
fiscal 2008, is primarily due to a significant amount of work performed on a
fixed price subcontract to Sierra Nevada for the build of the ORBCOMM Generation
Two payload, which was awarded in the third quarter of fiscal 2008 and a
decreased amount of work performed on our cost-reimbursable type maritime
development programs, as these programs entered the integration and test stages
of their life cycle.
Backlog
We define backlog as the funded and unfunded amount provided in contracts
less previously recognized revenue. Contract options are estimated separately
and not included in backlog until they are exercised and funded.
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 U.S. 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 revenue to be expected for any
succeeding period, and actual revenue for the year may not meet or exceed the
backlog represented. We may experience significant contract cancellations or
reductions that were previously booked and included in backlog.
Our backlog at the dates shown was as follows (in thousands):
December 28, 2008 September 30, 2008
Funded $ 258,077 $ 272,620
Unfunded 49,740 54,672
Total $ 307,817 $ 327,292
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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 our spending of 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. For the
three months ended December 28, 2008 internally funded research and development
expenditures were $1.8 million, representing 2.1% of revenues in the period. For
the three months ended December 30, 2007 internally funded research and
development expenditures were $1.7 million, respectively, representing 2.3% of
revenues, respectively.
Internally funded 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.
Interest Income and Expense
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.
Interest expense relates to interest charged on borrowings against our line
and credit and capital leases.
Deferred Revenue
Many of our fixed-price contracts contain provisions under which our
customers are required to make payments when we achieve certain milestones. In
many instances, these milestone payments occur before we have incurred the
associated costs to which the payments will be applied. For example, under
certain of our production contracts, our order of materials constitutes a
milestone for which we receive a significant payment, but we do not pay the
materials vendors until the materials are received and placed into production.
We recognize deferred revenue when we receive milestone payments for which we
have not yet incurred the applicable costs. As costs are incurred and revenue
recognition criteria are met, we recognize revenue.
As the time lag between our receipt of a milestone payment and our incurrence
of associated costs under the contract can be several months, milestone payments
under fixed-price contracts can significantly affect our cash position at any
given time. The receipt of milestone payments will temporarily increase our cash
on hand and our deferred revenue. As costs are incurred under the contract and
contract revenue is recognized, cash and deferred revenue associated with the
payment will decrease.
We expect that fluctuations in deferred revenue will occur based on the
particular timing of milestone payments under our fixed-price contracts and our
subsequent incurrence of costs under the contracts. Due to these fluctuations,
our cash position at the end of any fiscal quarter or year may not be indicative
of our cash position at the end of subsequent fiscal quarters or years.
Critical Accounting Practices 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 practices.
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 record contract revenues and costs of operations for interim reporting
purposes based on annual targeted indirect rates. At year-end, the revenues and
costs are adjusted for actual indirect rates. During our interim reporting
periods, variances may accumulate between the actual indirect rates and the
annual targeted rates. Timing-related indirect spending variances are not
applied to contract costs, research and development, and general and
administrative expenses, but are included in unbilled receivables during these
interim reporting periods. These rates are reviewed regularly, and we record
adjustments for any material, permanent variances in the period they become
determinable.
Our accounting policy for recording indirect rate variances is based on
management's belief that variances accumulated during interim reporting periods
will be absorbed by management actions to control costs during the remainder of
the year. We consider the rate variance to be unfavorable when the actual
indirect rates are greater than our annual targeted rates. During interim
reporting periods, unfavorable rate variances are recorded as reductions to
operating expenses and increases to unbilled receivables. Favorable rate
variances are recorded as increases to operating expenses and decreases to
unbilled receivables.
If we anticipate that actual contract activities will be different than
planned levels, there are alternatives we can utilize to absorb the variance: we
can adjust planned indirect spending during the year, modify our billing rates
to our customers, or record adjustments to expense based on estimates of future
contract activities.
If our rate variance is expected to be unfavorable for the entire fiscal
year, any modification of our indirect rates will likely increase revenue and
operating expenses. Profit percentages on fixed-price contracts will generally
decline as a result of an increase to indirect costs unless compensating savings
can be achieved in the direct costs to complete the projects. Profit percentages
on cost reimbursement contracts will generally decline as a percentage of total
costs as a result of an increase in indirect costs even if the cost increase is
funded by the customer. If our rate variance is favorable, any modification of
our indirect rates will decrease revenue and operating expenses. In this event,
profit percentages on fixed-price contracts will generally increase. Profit
percentages on cost-reimbursable contracts will generally be unaffected as a
result of any reduction to indirect costs, due to the fact that programs will
typically expend all of the funds available. Any impact on operating income,
however, will depend on a number of other factors, including mix of contract
types, contract terms and anticipated performance on specific contracts.
At December 28, 2008, the unfavorable rate variance totaled $1.4 million,
which was approximately $0.8 million less than the $2.2 million unfavorable rate
variance planned for the period.
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.
Accounts Receivable
We are required to estimate the collectability of our accounts receivable.
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
In December 2004, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment,
("SFAS No. 123R") which requires that compensation costs related to share-based
payment transactions be recognized in financial statements. SFAS No. 123R
requires all companies to measure compensation costs for all share-based
payments at fair value, and eliminates the option of using the intrinsic method
of accounting provided for in Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, ("APB No. 25") which generally
resulted in no compensation expense recorded in the financial statements related
to the grant of stock options to employees and directors if certain conditions
were met.
Effective October 1, 2005, the Company adopted 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 will be measured at estimated
fair value and included in cost of revenues and general and administrative
expenses over the vesting period during which an employee provides service in
exchange for the award.
Historical Operating Results
Three months ended December 28, 2008 compared to three months ended December 30,
2007
The following table sets forth certain items, including consolidated
revenues, cost of revenues, general and administrative expenses, income tax
expense and net income, and the changes in these items for the three months
ended December 28, 2008 and December 30, 2007 (in thousands):
Three months quarter ended Amount of
December December in crease % increase
28, 2008 30, 2007 (decrease) (decrease)
Contract revenues $ 84,026 $ 74,266 $ 9,760 13 %
Cost of revenues 68,846 60,337 8,509 14 %
General and administrative expenses 5,788 5,457 331 6 %
Research and development expenses 1,772 1,700 72 4 %
Interest income, net (14 ) 120 (134 ) -112 %
Provision for income taxes 2,417 2,609 (192 ) -7 %
Net income 5,189 4,283 906 21 %
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Revenues:
Revenues increased approximately $9.8 million or 13% for the three months
ended December 28, 2008, as compared to the three months ended December 30,
2007. The revenue increase is primarily attributable to $8.9 million of revenue
recognized for work completed on contracts related to tactical communications
and networking capabilities for three customers. Increases in revenue
attributable to other contracts awarded in fiscal year 2008 include $2.7 million
from a 22 month modernization program, $2.2 million from a flight test program,
. . .
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