1


                                  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 December 31, 1997.

        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 (0-21767)


                                  VIASAT, INC.
             (Exact name of registrant as specified in its charter)


     DELAWARE                                          33-0174996
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                    Identification No.)


                  2290 COSMOS COURT, CARLSBAD, CALIFORNIA 92009
                                 (760) 438-8099
    (Address, including zip code, and telephone number, including area code,
                         of principal executive offices)

        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  [ ]


        The number of shares outstanding of the issuer's common stock, $.0001
par value, as of January 31, 1998 was 7,845,524.



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                                  VIASAT, INC.
                                      INDEX





                                                                                  PAGE
                                                                                  ----
                                                                          
PART I. FINANCIAL INFORMATION

        Item 1.  Financial Statements

                 Condensed Balance Sheet at December 31, 1997 and
                      March 31, 1997                                                2

                 Condensed Statement of Income for the three and nine
                      months ended December 31, 1997 and 1996                       3

                 Condensed Statement of Cash Flows for the nine  months
                      ended December 31, 1997 and 1996                              4

                 Condensed Statement of  Stockholders' Equity for the nine
                      months ended December 31, 1997                                5

                 Notes to Condensed Financial Statements                            6

        Item 2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                                9

        Item 3.  Quantitative and Qualitative Disclosures About Market
                 Risk                                                              12


PART II.       OTHER INFORMATION

        Item 4.  Submission of Matters to a Vote of Security Holders               13

        Item 6.  Exhibits and Reports on Form 8-K                                  13





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                                  VIASAT, INC.
                             CONDENSED BALANCE SHEET




                                                          DECEMBER 31,         MARCH 31,
                                                              1997               1997
                                                          ------------       ------------
                                                           (UNAUDITED)
                                                                                
ASSETS

Current assets:
  Cash and cash equivalents                               $ 13,071,000       $ 12,673,000
  Accounts receivable                                       15,279,000         10,315,000
  Inventory                                                  5,058,000          4,478,000
  Deferred income taxes                                      1,495,000            863,000
  Other current assets                                         419,000          1,825,000
                                                          ------------       ------------
     Total current assets                                   35,322,000         30,154,000
Property and equipment, net                                  6,810,000          5,085,000
Other assets                                                   462,000            435,000
                                                          ------------       ------------

          Total assets                                    $ 42,594,000       $ 35,674,000
                                                          ============       ============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                        $  5,187,000       $  4,844,000
  Accrued liabilities                                        6,201,000          3,769,000
  Current portion of notes payable                           1,037,000          1,135,000
                                                          ------------       ------------
     Total current liabilities                              12,425,000          9,748,000
                                                          ------------       ------------
Notes payable                                                1,269,000          1,428,000
Other liabilities                                              936,000            879,000
                                                          ------------       ------------
     Total long-term liabilities                             2,205,000          2,307,000
                                                          ------------       ------------

Contingencies (Note 8)

Stockholders' equity:
  Common stock                                                  81,000             81,000
  Paid in capital                                           16,580,000         16,044,000
  Stockholders' notes receivable                                                  (80,000)
  Retained earnings                                         11,303,000          7,574,000
                                                          ------------       ------------
     Total stockholders' equity                             27,964,000         23,619,000
                                                          ------------       ------------

          Total liabilities and stockholders' equity      $ 42,594,000       $ 35,674,000
                                                          ============       ============




            See accompanying notes to condensed financial statements





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                                  VIASAT, INC.

                          CONDENSED STATEMENT OF INCOME
                                   (UNAUDITED)




                                         THREE MONTHS ENDED                NINE MONTHS ENDED
                                             DECEMBER 31,                      DECEMBER 31,
                                    -----------------------------     -----------------------------
                                        1997             1996             1997             1996
                                    ------------     ------------     ------------     ------------
                                                                                    
Revenues                            $ 15,991,000     $ 12,079,000     $ 46,398,000     $ 33,661,000
Cost of revenues                      10,234,000        8,247,000       30,106,000       23,580,000
                                    ------------     ------------     ------------     ------------
  Gross profit                         5,757,000        3,832,000       16,292,000       10,081,000
Operating expenses:
  Selling, general and
     administrative                    1,866,000        1,160,000        5,482,000        3,472,000
  Independent research and
     development                       1,885,000        1,384,000        5,338,000        3,602,000
                                    ------------     ------------     ------------     ------------
Income from operations                 2,006,000        1,288,000        5,472,000        3,007,000
Other income (expense):
     Interest income                     189,000           80,000          604,000          149,000
     Interest expense                    (55,000)         (61,000)        (157,000)        (187,000)
                                    ------------     ------------     ------------     ------------
Income before income taxes             2,140,000        1,307,000        5,919,000        2,969,000
Provision  for income taxes              789,000          454,000        2,190,000        1,034,000
                                    ------------     ------------     ------------     ------------
Net income                          $  1,351,000     $    853,000     $  3,729,000     $  1,935,000
                                    ============     ============     ============     ============


Basic net income per share          $        .17     $        .13     $        .48     $        .32
                                    ============     ============     ============     ============

Diluted net income per share        $        .16     $        .13     $        .46     $        .31
                                    ============     ============     ============     ============

Basic common equivalent shares         7,810,233        6,426,022        7,781,976        6,098,790
                                    ============     ============     ============     ============

Diluted common equivalent shares       8,214,789        6,652,228        8,164,806        6,290,700
                                    ============     ============     ============     ============




            See accompanying notes to condensed financial statements.





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                                  VIASAT, INC.
                        CONDENSED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)




                                                                    NINE MONTHS ENDED
                                                                       DECEMBER 31,
                                                              -------------------------------
                                                                   1997               1996
                                                              ------------       ------------
                                                                                    
Cash flows from operating activities:
  Net income                                                  $  3,729,000       $  1,935,000
  Adjustments to reconcile net income
    to net cash provided by (used) in operating
    activities:
    Depreciation                                                 1,509,000            972,000
    Deferred income taxes                                         (633,000)          (560,000)
  Increase (decrease) in cash resulting from changes in:
    Accounts receivable                                         (4,964,000)        (1,528,000)
    Inventory                                                     (580,000)        (3,738,000)
    Other assets                                                 1,380,000           (216,000)
    Accounts payable                                               343,000              4,000
    Accrued liabilities                                          2,432,000          1,263,000
    Other liabilities                                               57,000            372,000
                                                              ------------       ------------

     Net cash provided by (used in) operating
       activities                                                3,273,000         (1,496,000)
                                                              ------------       ------------

Cash flows from investing activities:
  Purchases of property and equipment                           (3,234,000)        (2,012,000)
                                                              ------------       ------------

Cash flows from financing activities:
  Proceeds from issuance of notes payable                          878,000            462,000
  Repayment of notes payable                                    (1,135,000)          (565,000)
  Proceeds from issuance of common stock                           616,000         15,137,000
                                                              ------------       ------------

   Net cash provided by financing activities                       359,000         15,034,000
                                                              ------------       ------------

Net increase in cash and cash equivalents                          398,000         11,526,000

Cash and cash equivalents at beginning of period                12,673,000          2,297,000
                                                              ------------       ------------

Cash and cash equivalents at end of period                    $ 13,071,000       $ 13,823,000
                                                              ============       ============

Supplemental information:
  Cash paid for interest                                      $    157,000       $    187,000
                                                              ============       ============
  Cash paid for income taxes                                  $  2,144,000       $  1,291,000
                                                              ============       ============




            See accompanying notes to condensed financial statements




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                                  VIASAT, INC.
                   CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (UNAUDITED)




                                           COMMON  STOCK
                                     ------------------------                 STOCKHOLDERS'
                                      NUMBER OF                    PAID IN        NOTES           RETAINED
                                       SHARES        AMOUNT        CAPITAL      RECEIVABLE        EARNINGS
                                     ---------    -----------    -----------    -----------     -----------
                                                                                         
Balance at March 31, 1997            7,742,274    $    81,000    $16,044,000    $   (80,000)    $ 7,574,000

  Purchase of common stock              95,783                       536,000                              

  Payment for shares subscribed                                                      80,000              


  Net income                                                                                      3,729,000
                                     ---------    -----------    -----------    -----------     -----------
Balance at December 31, 1997         7,838,057    $    81,000    $16,580,000    $      --       $11,303,000
                                     =========    ===========    ===========    ===========     ===========










            See accompanying notes to condensed financial statements.









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                                  VIASAT, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)



NOTE 1 - BASIS OF PRESENTATION

The accompanying condensed balance sheet as of December 31, 1997 and the
condensed statements of income and of cash flows for the three and nine month
periods ended December 31, 1997 and 1996, and the statement of stockholders'
equity for the nine months ended December 31, 1997 have been prepared by ViaSat,
Inc. (the "Company"), and have not been audited. These financial statements, in
the opinion of management, include all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the financial position,
results of operations and cash flows for all periods presented. These financial
statements should be read in conjunction with the financial statements and notes
thereto for the year ended March 31, 1997 included in the Company's 1997 Annual
Report on Form 10-K. Interim operating results are not necessarily indicative of
operating results for the full year.

NOTE 2 - MANAGEMENT ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

NOTE 3 - REVENUE RECOGNITION

The majority of the Company's revenues are derived from services performed for
the United States Government and its prime contractors under a variety of
contracts including cost-plus-fixed fee, fixed-price, and time and materials
type contracts. Generally, revenues are recognized as services are performed
using the percentage of completion method, measured primarily by costs incurred
to date compared with total estimated costs at completion or based on the number
of units delivered. The Company provides for anticipated losses on contracts by
a charge to income during the period in which they are first identified.

Contract costs, including indirect costs, are subject to audit and negotiations
with Government representatives. These audits have been completed and agreed
upon through fiscal year 1994. Contract revenues and accounts receivable are
stated at amounts which are expected to be realized upon final settlement.

NOTE 4 - INVESTMENTS

At December 31, 1997, the Company held investments in investment grade
securities with maturities of three months or less. Management determines the
appropriate classification of its investments in debt securities at the time of
purchase and reevaluates such designation as of each balance sheet date. The
Company has included these securities, net of amortization, in cash and cash
equivalents and has designated them as held to maturity.

NOTE 5 - EARNINGS PER SHARE

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share", which
establishes new standards for computing earnings per share and which became
effective for financial statements for periods ending after December 31, 1997,
including interim periods. Under the new requirements, historically reported
"primary" and "fully diluted" earnings per share have been replaced with "basic"
and "diluted" earnings per share.

Basic earnings per share is computed based upon the weighted average number of
common shares outstanding during the period. Diluted earnings per share is based
upon the weighted average number of 





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                                  VIASAT, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)



common shares outstanding and dilutive common stock equivalents during the
period. Common stock equivalents are options granted under the Company's stock
option plans which are included in the earnings per share calculations using the
treasury stock method and common shares expected to be issued under the
Company's employee stock purchase plan.

Common stock equivalents of 404,556 and 226,206 shares for the three months
ending December 31, 1997 and 1996 were used to calculate diluted earnings per
share. Common stock equivalents of 382,830 and 191,910 shares for the nine
months ending December 31, 1997 and 1996 were used to calculate diluted earnings
per share. There are no reconciling items in calculating the numerator for basic
and diluted earnings per share for any of the periods presented.


NOTE 6 - COMPOSITION OF CERTAIN BALANCE SHEET CAPTIONS



                                            DECEMBER 31,       MARCH 31,
                                                1997             1997
                                            -----------      -----------
                                            (UNAUDITED)
                                                               
         Accounts receivable:
           Billed                           $11,299,000      $ 6,860,000
           Unbilled                           3,980,000        3,455,000
                                            -----------      -----------
                                            $15,729,000      $10,315,000
                                            ===========      ===========

         Inventory:
           Raw materials                    $ 1,972,000      $ 1,418,000
           Work in process                    2,755,000        2,662,000
           Finished goods                       332,000          398,000
                                            -----------      -----------
                                            $ 5,058,000      $ 4,478,000
                                            ===========      ===========
         Accrued liabilities:
           Collections in excess of
             revenues                       $ 1,890,000      $   355,000
           Current portion of warranty
             reserve                          1,279,000          806,000
           Income taxes payable                 929,000          252,000
           Accrued vacation                     802,000          821,000
           Accrued 401(k) matching
             contribution                       569,000          553,000
           Accrued bonus                        480,000          762,000
           Other                                252,000          220,000
                                            -----------      -----------
                                            $ 6,201,000      $ 3,769,000
                                            ===========      ===========






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                                  VIASAT, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)



NOTE 7 -  INCOME TAXES

The provision (benefit) for income taxes is as follows:



                                                       NINE MONTHS
                                                    ENDED DECEMBER 31,
                                              -----------------------------
                                                  1997              1996
                                              -----------       -----------
                                              (UNAUDITED)       (UNAUDITED)
                                                                  
         Current tax provision:
           Federal                            $ 2,312,000       $ 1,291,000
           State                                  509,000           304,000
                                              -----------       -----------
                                                2,821,000         1,595,000
                                              -----------       -----------
         Deferred tax provision:
           Federal                               (528,000)         (443,000)
           State                                 (103,000)         (118,000)
                                              -----------       -----------
                                                 (630,000)         (561,000)
                                              -----------       -----------
              Total provision for income
                 Taxes                        $ 2,190,000       $ 1,034,000
                                              ===========       ===========


Significant components of the Company's deferred tax assets and liabilities are
as follows:



                                            DECEMBER 31,      MARCH 31,
                                                1997            1997
                                             ----------      ----------
                                             (UNAUDITED)
                                                              
         Deferred tax assets:
           Warranty reserve                  $  738,000      $  528,000
           Accrued vacation                     320,000         247,000
           Inventory reserve                    336,000         280,000
           Other                                497,000         203,000
                                             ----------      ----------
              Total deferred tax assets      $1,891,000      $1,258,000
                                             ==========      ==========



NOTE 8 - CONTINGENCIES

The Company is currently a party to various government and commercial contracts
which require the Company to meet performance covenants and project milestones.
Under the terms of these contracts, failure by the Company to meet such
performance covenants and milestones permit the other party to terminate the
contract and, under certain circumstances, recover liquidated damages or other
penalties. The Company is currently not in compliance, or in the past was not in
compliance with the performance or milestone requirements of many of these
contracts. Historically, the Company's customers have not elected to terminate
such contracts or seek liquidated damages from the Company and management does
not believe that its existing customers will do so; therefore, the Company has
not accrued for any potential liquidated damages or penalties.





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

When used in this discussion, the words "believes," "anticipated" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties which could cause actual results
to differ materially from those projected. Readers are cautioned not to place
undue reliance on these forward-looking statements which speak only as of the
date hereof. The Company undertakes no obligation to republish revised
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. Readers are also
urged to carefully review and consider the various disclosures made by the
Company which attempt to advise interested parties of the factors which affect
the Company's business, including without limitation the disclosures made under
the caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in this report, as well as under the caption "Risk
Factors" in the Company's Annual Report on Form 10-K for its fiscal year ended
March 31, 1997 filed with the Securities and Exchange Commission.

RESULTS OF OPERATIONS

The following table sets forth, as a percentage of total revenues, certain
income data for the periods indicated.



                                             THREE MONTHS ENDED     NINE MONTHS ENDED
                                                 DECEMBER 31,          DECEMBER 31,
                                               ---------------       ---------------
                                               1997       1996       1997       1996
                                               ----       ----       ----       ----
                                                                     
Revenue                                       100.0      100.0      100.0      100.0
Cost of revenue                                64.0       68.3       64.9       70.1
                                              -----      -----      -----      -----
Gross profit                                   36.0       31.7       35.1       29.9
Operating expenses:
  Selling, general, and administrative         11.7        9.6       11.8       10.3
  Independent research and development         11.8       11.5       11.5       10.7
                                              -----      -----      -----      -----
Income from operations                         12.5       10.7       11.8        8.9
Income before income taxes                     13.4       10.8       12.8        8.8
Net income                                      8.4        7.1        8.0        5.7



THREE MONTHS ENDED DECEMBER 31, 1997 VS. THREE MONTHS ENDED DECEMBER 31, 1996

   Revenues. Revenues increased 32.4% from $12.1 million for the three months
ended December 31, 1996 to $16.0 million for the three months ended December 31,
1997. This increase was primarily due to increases in revenues generated by
VM-200's (UHF DAMA stand-alone modems), Starwire(R) satellite networking systems
and Joint Communication Simulator ("JCS") products. These increases were
partially offset by a decrease in revenues derived from Enhanced Manpack UHF
Terminal ("EMUT") production and UHF DAMA network control stations and modems.

    Revenue from commercial customers grew from $642,000 for the three months
ended December 31, 1996 to $2.5 million for the three months ended December 31,
1997. JCS business area revenues grew from $1.1 million for the three months
ended December 31, 1996 to $2.3 million for the three months ended December 31,
1997. UHF business area revenues grew from $7.6 million for the three months
ended December 31, 1996 to $7.8 million for the three months ended December 31,
1997.

   Gross Profit. Gross profit increased 24.1% from $3.8 million (31.7% of
revenues) for the three months ended December 31, 1996 to $5.8 million (36.0% of
revenues) for the three months ended December 31, 1997. The increase in gross
profit was primarily the result of a larger content of higher margin products in
the Company's sales for the three months ended December 31, 1997 relative to the
same quarter of the prior year. In addition, certain long-term contracts
realized higher profits than initial estimates used to recognize revenue on a
percent complete basis.





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   Selling, General and Administrative Expenses. Selling, general and
administrative ("SG&A") expenses increased 60.9% from $1.2 million (9.6% of
revenues) for the three months ended December 31, 1996 to $1.9 million (11.7% of
revenues) for the three months ended December 31, 1997. The increase in SG&A
expenses as a percentage of revenues reflects increased expenditures relating to
the introduction and marketing of commercial products, increased business
development staff for defense programs, and additional administrative staffing
to support the Company's growth. SG&A expenses consist primarily of personnel
costs and expenses for business development, marketing and sales, bid and
proposal, finance, contract administration and general management. Certain SG&A
expenses are difficult to predict and vary based on specific government and
commercial sales opportunities.

   Independent Research and Development. Independent Research and Development
("IR&D") expenses increased 36.2% from $1.4 million (11.5% of revenues) for the
three months ended December 31, 1996 to $1.9 million (11.8% of revenues) for the
three months ended December 31, 1997. This increase resulted primarily from
higher IR&D expenses related to the Company's StarWire(R) DAMA product, which
represented approximately 90.2% of total IR&D for the three months ended
December 31, 1997.

   Interest Expense. Interest expense decreased 9.8% from $61,000 for the three
months ended December 31, 1996 to $55,000 for the three months ended December
31, 1997. Interest expense relates to loans for the purchase of capital
equipment, which are generally four year fixed-rate term loans, and to
short-term borrowings under the Company's line of credit to cover working
capital requirements. Total outstanding equipment loans were $2.4 million at
December 31, 1996 and $2.3 million at December 31, 1997. There were no
outstanding borrowings under the Company's line of credit as of December 31,
1996 and 1997.

   Interest Income. Interest income increased from $80,000 for the three months
ended December 31, 1996 to $189,000 for the three months ended December 31,
1997. Interest income relates to interest earned on short-term deposits of cash.

   Provision for Income Taxes. The Company's effective income tax rate increased
from 35% for the three months ended December 31, 1996 to 37% for the three
months ended December 31, 1997. The Company's effective income tax rate
increased due to a limitation on qualified research and development expenditures
used to calculate the Company's research and development tax credit.


NINE MONTHS ENDED DECEMBER 31, 1997 VS. NINE MONTHS ENDED DECEMBER 31, 1996

   Revenues. Revenues increased 37.8% from $33.7 million for the nine months
ended December 31, 1996 to $46.4 million for the nine months ended December 31,
1997. This increase was primarily due to increases in revenues generated by
VM-200's (UHF DAMA stand-alone modems), Starwire(R) satellite networking systems
and JCS products. These increases were partially offset by a decrease in
revenues derived from EMUT production and UHF DAMA network control stations and
modems.

    JCS business area revenues grew from $3.0 million for the nine months ended
December 31, 1996 to $7.6 million for the nine months ended December 31, 1997.
Revenue from commercial customers grew from $902,000 for the nine months ended
December 31, 1996 to $5.5 million for the nine months ended December 31, 1997.
UHF business area revenues grew from $23.0 million for the nine months ended
December 31, 1996 to $26.1 million for the nine months ended December 31, 1997.

   Gross Profit. Gross profit increased 61.6% from $10.1 million (29.9% of
revenues) for the nine months ended December 31, 1996 to $16.3 million (35.1% of
revenues) for the nine months ended December 31, 1997. Gross profit increased as
a result of certain long-term contracts realizing higher profits then initial
estimates used to recognize revenue on a percent complete basis. In addition,
the Company's sales for the nine months ended December 31, 1997 were comprised
of higher margin products relative to the same period of the prior year.





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   Selling, General and Administrative Expenses. SG&A expenses increased 57.9%
from $3.5 million (10.3% of revenues) for the nine months ended December 31,
1996 to $5.5 million (11.8% of revenues) for the nine months ended December 31,
1997. The increase in SG&A expenses as a percentage of revenues reflects
increased expenditures relating to the introduction and marketing of commercial
products, increased business development staff for defense programs, and
additional administrative staffing to support the Company's growth.

   Independent Research and Development. IR&D expenses increased 48.2% from $3.6
million (10.7% of revenues) for the nine months ended December 31, 1996 to $5.4
million (11.5% of revenues) for the nine months ended December 31, 1997. This
increase resulted primarily from higher IR&D expenses related to the Company's
StarWire(R) DAMA product, which represented approximately 89.6% of total IR&D
for the nine months ended December 31, 1997.

   Interest Expense. Interest expense decreased 19.1% from $187,000 for the nine
months ended December 31, 1996 to $157,000 for the nine months ended December
31, 1997.

   Interest Income. Interest income increased from $149,000 for the nine months
ended December 31, 1996 to $604,000 for the nine months ended December 31, 1997

   Provision for Income Taxes. The Company's effective income tax rate increased
from 35% for the nine months ended December 31, 1996 to 37% for the nine months
ended December 31, 1997. The Company's effective income tax rate increased due
to a limitation on qualified research and development expenditures used to
calculate the Company's research and development tax credit.


BACKLOG

At December 31, 1997, the Company had firm backlog of $67.0 million, of which
$51.9 million was funded. The firm backlog of $67.0 million does not include
contract options of $24.3 million. Of the $67.0 million in firm backlog,
approximately $18 million is expected to be delivered in the fiscal year ending
March 31, 1998, $35 million is expected to be delivered in the fiscal year
ending March 31, 1999 and the balance is expected to be delivered in the fiscal
year ending March 31, 2000 and thereafter. The Company had firm backlog of $78.4
million, of which $67.6 million was funded, not including options of $24.9
million, at March 31, 1997. The Company includes in its backlog only those
orders for which it has accepted purchase orders. However, backlog is not
necessarily indicative of future sales. A majority of the Company's backlog
scheduled for delivery can be terminated at the convenience of the government
since orders are often made substantially in advance of delivery, and the
Company's contracts typically provide that orders may be terminated with limited
or no penalties. In addition, purchase orders may set forth product
specifications that would require the Company to complete additional product
development. A failure to develop products meeting such specifications could
lead to a termination of the related purchase order.

The backlog amounts as presented are comprised of funded and unfunded
components. Funded backlog represents the sum of contract amounts for which
funds have been specifically obligated by customers to contracts. Unfunded
backlog represents future amounts that customers may obligate over the specified
contract performance periods. The Company's customers allocate funds for
expenditures on long-term contracts on a periodic basis. The ability of the
Company to realize revenues from government contracts in backlog is dependent
upon adequate funding for such contracts. Although funding of its government
contracts is not within the Company's control, the Company's experience
indicates that actual contract fundings have ultimately been approximately equal
to the aggregate amounts of the contracts.





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LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations to date primarily from cash flow from
operations, bank line of credit financing, equity financing and loans for the
purchase of capital equipment. Cash provided/(used) by operating activities for
the nine months ended December 31, 1997 and 1996 was $3.3 million and ($1.5)
million, respectively. The relative increase in cash provided by operating
activities for the nine months ended December 31, 1997 compared to the same
period of the prior year was primarily due to a $1.8 million increase in net
income and higher levels of accrued liabilities and lower levels of other assets
which were partially offset by higher levels of receivables and inventories.
Accrued liabilities increased primarily as a result of an advance received from
a customer. Other assets decreased primarily due to the collection of a
non-trade receivable. The increase in accounts receivable resulted from an
increase in the Company's revenues. Inventory levels increased due to the
growing share of revenues derived from production contracts, which require the
Company to build inventory levels to support production demands. The Company
anticipates that in future periods the level of inventories will be higher than
historical levels.

Cash used in investing activities for the nine months ended December 31, 1997
and 1996 was $3.2 million and $2.0 million, respectively. The increase was the
result of purchases of property and equipment, primarily consisting of test
equipment and computers.

Cash provided by financing activities for the nine months ended December 31,
1997 and 1996 was $359,000 and $15.1 million, respectively. This decrease was
primarily the result of $15.1 million of capital raised in the Company's initial
public offering which closed in December 1996.

At December 31, 1997, the Company had $13.3 million in cash and cash
equivalents, $20.4 million in working capital and $2.6 million in long-term
debt, which consisted of equipment financing. The Company had a zero balance
under its line of credit at December 31, 1997.

The Company's credit facility with Union Bank includes a $6.0 million line of
credit and $4.5 million in commitments for equipment financing. The line of
credit allows the Company to borrow, for general working capital purposes, the
greater of $2.0 million or 80% of eligible accounts receivable plus 50% of the
Company's eligible inventory. At the Company's option, interest accrues either
at the bank's prime rate or at the bank's LIBOR rate plus 1.75%. The credit
facility expires on September 15, 1998. The Company is required to pay a fee
equal to 0.09% of the unused portion of the line of credit on a quarterly basis.

The Company's future capital requirements will depend upon many factors,
including the progress of the Company's research and development efforts,
expansion of the Company's marketing efforts, and the nature and timing of
commercial orders. The Company believes that its current cash balances, amounts
available under its credit facilities and net cash expected to be provided by
operating activities, will be sufficient to meet its working capital and capital
expenditure requirements for at least the next 12 months. Management intends to
invest the Company's cash in excess of current operating requirements in
short-term, interest-bearing, investment-grade securities.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable





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                           PART II - OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibit 11.1 - Computation of Earnings Per Share Exhibit 27.1 - Financial
     Data Schedule

(b)  The Company filed no reports on Form 8-K during the quarter ended December
     31, 1997.



























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                                   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.


                                       VIASAT, INC.






Date: February 13, 1998                /s/    Mark D. Dankberg
                                              -----------------------------
                                              MARK D. DANKBERG
                                              President
                                              Chief Executive Officer





                                       /s/    Gregory D. Monahan
                                              -----------------------------
                                              GREGORY D. MONAHAN
                                              Vice President & General Counsel
                                              Chief Financial Officer














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