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| STST > SEC Filings for STST > Form 10-Q on 7-May-2009 | All Recent SEC Filings |
7-May-2009
Quarterly Report
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 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 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
pre-negotiated labor rates, plus other costs incurred, allocated and approved.
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.
The following table represents our revenue concentration by contract type for the three and six months ended March 29, 2009 and March 30, 2008:
Three Months Ended Six Months Ended
March 29, March 30, March 29, March 30,
Contract Type 2009 2008 2009 2008
Fixed-price contracts 55 % 64 % 56 % 58 %
Cost reimbursable contracts 40 % 32 % 39 % 38 %
Time and material contracts 5 % 4 % 5 % 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
continue to 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 cost reimbursable contracts as a
percentage of our total revenue in the second quarter of fiscal 2009, as
compared to the second quarter of fiscal 2008, is primarily due to a significant
amount of work performed on several key cost reimbursable type programs
including a fixed site system for a U.S. intelligence community customer and a
contract to bring our surface ship lighthouse technology to the U.S. Coast
Guard. On a year-to-date measure, the increased work on cost reimbursable
programs in the second quarter of fiscal 2009 was offset with increases in fixed
price programs in the first quarter of fiscal 2009, driven largely by increased
efforts 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.
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 of amounts that were previously booked and included in backlog.
Our backlog at the dates shown was as follows (in thousands):
March 29, September 30,
2009 2008
Funded $ 216,661 $ 272,620
Unfunded 33,523 54,672
Total $ 250,184 $ 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 and six months ended March 29, 2009 internally funded research and
development expenditures were $2.4 million and $4.1 million, respectively,
representing approximately 3% and 2% of revenues in each period, respectively.
For the three and six months ended March 30, 2008 internally funded research and
development expenditures were $1.8 million and $3.5 million, respectively,
representing 2% of revenues in each period.
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
of credit and capital leases.
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 March 29, 2009, the unfavorable rate variance totaled $4.4 million,
which was approximately $1.1 million more than the $3.3 million unfavorable rate
variance planned for the period. Management expects the variance to be
eliminated over the course of the fiscal year and therefore, no portion of the
variance is considered permanent.
Award Fee Recognition
Our practice for recognizing interim fees 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. 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
We issue stock options, restricted stock units ("RSUs") and stock
appreciation rights ("SARs") on an annual or selective basis to our directors
and key employees. The fair value of the RSUs is computed using the closing
price of the stock on the date of grant. The fair value of the stock options and
the SARs is computed using a binomial option pricing model. Assumptions related
to the volatility are based on an analysis of our historical volatility. The
estimated fair value of each award is included in cost of revenues or general
and administrative expenses over the vesting period which an employee provides
services in exchange for the award.
Historical Operating Results
Three months ended March 29, 2009 compared to three months ended March 30, 2008
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 March 29, 2009 and March 30, 2008 (in thousands):
Three months quarter ended Amount of
March 29, March 30, increase % increase
2009 2008 (decrease) (decrease)
Contract revenues $ 95,572 $ 88,449 $ 7,123 8 %
Cost of revenues 77,695 73,012 4,683 6 %
General and administrative expenses 6,128 4,663 1,465 31 %
Research and development expenses 2,366 1,811 555 31 %
Interest income, net (11 ) 35 (46 ) -131 %
Provision for income taxes 3,556 3,492 64 2 %
Net income 5,816 5,506 310 6 %
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Revenues
Revenues increased approximately $7.1 million or 8% for the three months
ended March 29, 2009, as compared to the three months ended March 30, 2008
representing increases in contract activity across multiple capabilities and
technologies that we provide to our customers. We realized an $8.7 million
increase in revenue recognized for work completed on contracts related to
tactical communications and networking capabilities for three customers,
including contracts related to continued work on a subcontract to Sierra Nevada
for the build of the ORBCOMM Generation Two Payload, the U.S. Army's Operational
Test Tactical Engagement System, and a second production order for the Common
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