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Quotes & Info
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| STST > SEC Filings for STST > Form 10-Q on 6-Aug-2009 | All Recent SEC Filings |
6-Aug-2009
Quarterly Report
Throughout the year, we have continually reviewed our technology and
capability offerings to understand the impact of the new Administration and
potential changes to defense budgets. We continue to believe that the U.S.
government will retain prioritization of and focus on C5ISR spending as sources
of threat increase in both quantity and complexity. During fiscal year 2009, we
have seen some delays in the government procurement and contract administration
cycles, which have resulted in lower than anticipated bookings for the year.
However, we continue to see ample opportunities across a broad spectrum of our
technology and capability offerings. The execution of existing jobs is
consistent and has resulted in positive financial returns. During the year, we
expect that our core Ships Signals Exploitation Equipment ("SSEE") program will
continue its transition from the SSEE Increment E high rate production to
completion of the SSEE Increment F integration and test phases. We are
anticipating the exercise of the contract option for low rate initial production
for the SSEE Increment F program in fiscal year 2010, and we are already
beginning the operational transition in fiscal year 2009. These anticipated
production orders are not yet included in our backlog.
Revenues
Our revenues are generated from the entire life cycle of complex sensor
systems under contracts primarily with the U.S. government and major domestic
prime contractors, but also 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. Lower
risk development activities are also usually covered by fixed-price contracts.
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.
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 often 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 following table represents our revenue concentration by contract type for the three and nine months ended June 28, 2009 and June 29, 2008:
Three Months Ended Nine Months Ended
Contract Type June 28, 2009 June 29, 2008 June 28, 2009 June 29, 2008
Fixed-price contracts 52 % 59 % 53 % 59 %
Cost reimbursable contracts 42 % 37 % 41 % 37 %
Time and material contracts 6 % 4 % 6 % 4 %
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As compared to fiscal year 2008, we have been experiencing a program mix
change from fixed-price type work to cost reimbursable type work. We have
experienced continued performance and growth in our development programs, which
are typically cost reimbursable type work, and are important in laying the
foundation for future production contracts. Our SSEE program has also shifted
towards a heavier cost reimbursable weighting as we continue our transition from
the SSEE Increment E high rate production program to the SSEE Increment F
program, which is still in the later stages of the development phase.
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.
Unfunded backlog occurs in part 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):
June 28, September 30,
2009 2008
Funded $ 184,721 $ 272,620
Unfunded 47,498 54,672
Total $ 232,219 $ 327,292
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During the first nine months of fiscal 2009, we have experienced some delays in the government procurement process, which has resulted in lower than anticipated bookings. We do not believe that this represents an indication of any long-term impact to our programs, but rather is due to changes in the administrative process of getting programs through the bid to final contract stages.
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 nine months ended June 28, 2009, internally funded research and
development expenditures were $2.3 million and $6.5 million, respectively,
representing approximately 3% and 2% of revenues in each period, respectively.
For the three and nine months ended June 29, 2008, internally funded research
and development expenditures were $1.6 million and $5.1 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 June 28, 2009, the unfavorable rate variance totaled $1.6 million, which
was approximately $0.4 million less than the $2.0 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 awards and 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 June 28, 2009, compared to three months ended June 29, 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 June 28, 2009, and June 29, 2008 (in thousands):
Three months ended Amount of %
June 28, June 29, in crease increase
2009 2008 (decrease) (decrease)
Contract revenues $ 91,005 $ 83,165 $ 7,840 9 %
Cost of revenues 72,732 68,415 4,317 6 %
General and administrative expenses 6,400 5,325 1,075 20 %
Research and development expenses 2,341 1,587 754 48 %
Interest income, net 5 444 (439 ) -99 %
Provision for income taxes 2,945 3,103 (158 ) -5 %
Net income $ 6,592 $ 5,179 $ 1,413 27 %
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Revenues
Revenues increased approximately $7.8 million or 9% for the three months
ended June 28, 2009, as compared to the three months ended June 29, 2008. We
continue to see year over year increases in revenue for work completed on
tactical communications and networking capabilities primarily related to
continued work on a subcontract to Sierra Nevada for the build of the ORBCOMM
Generation Two Payload ("OG2"). The OG2 program represented $4.7 million of the
total revenue increase. Additionally, we have realized a $5.2 million increase
in revenue related to increased integration and development efforts for our
airborne intelligence, reconnaissance and surveillance systems and sensors,
including our support of the U.S. Army's communications intelligence
modernization program. We expect further contributions to revenue in fiscal year
2009 for key production and development milestones related to these programs.
The increases in revenue that we achieved on the OG2 program and airborne
opportunities were partially offset by a decrease in revenue of $2.1 million
related to the maturation of a contract to provide security services. Within the
remaining broad spectrum of our maritime programs, we experienced a $2.6 million
decline in revenue as the SSEE programs continued a transition from the high
rate production of our SSEE Increment E technology towards initial production of
our SSEE Increment F technology. We are aggressively working the SSEE Increment
F development as we are in the integration and test phases of the program. We
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