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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

(Mark One)

[X]		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
		For the quarterly period ended June 30, 2002.

Commission File Number (0-21767)

ViaSat, Inc.

6155 El Camino Real, Carlsbad, California 92009
(760) 476-2200
(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 registrant’s Common Stock, $.0001 par value, as of August 9, 2002 was 26,008,006.

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VIASAT, INC.

INDEX

				Page
PART I. Financial Information
Item 1.		Financial Statements
		Condensed Consolidated Balance Sheets at March 31, 2002 and June 30, 2002.		3
		Condensed Consolidated Statements of Operations for the three months ended June 30, 2001 and 2002.		4
		Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2001 and 2002.		5
		Condensed Consolidated Statement of Stockholders’ Equity for the three months ended June 30, 2002.		6
		Notes to Condensed Consolidated Financial Statements		7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		31
PART II. Other Information
Item 6.		Exhibits and Reports on Form 8-K		31
		Signatures		32

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VIASAT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

				March 31, 2002				June 30, 2002
								(Unaudited)
Assets
Current assets:
	Cash and cash equivalents			$	6,464			$	7,920
	Short-term investments				156				156
	Accounts receivable, net				80,170				80,145
	Inventory				30,116				33,884
	Deferred income taxes				2,974				2,818
	Prepaid expenses and other current assets				7,343				7,321
		Total current assets			127,223				132,244
Goodwill					19,456				19,456
Other intangible assets, net					43,922				41,811
Property and equipment, net					31,117				32,350
Other assets					16,949				18,940
		Total assets		$	238,667			$	244,801
Liabilities and Stockholders’ Equity
Current liabilities:
	Accounts payable			$	16,069			$	20,045
	Accrued liabilities				17,796				12,441
	Line of credit				9,900				18,350
		Total current liabilities			43,765				50,836
Other liabilities					2,549				2,425
		Total liabilities			46,314				53,261
Contingencies (Note 7)
Minority interest in consolidated subsidiary					414				407
Stockholders’ equity:
	Common stock				2				3
	Paid in capital				152,775				153,492
	Retained earnings				39,485				37,903
	Unearned compensation				(138	)			(103	)
	Accumulated other comprehensive income (loss)				(185	)			(162	)
		Total stockholders’ equity			191,939				191,133
		Total liabilities and stockholders’ equity		$	238,667			$	244,801

See accompanying notes to condensed consolidated financial statements

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VIASAT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except share data)

			Three Months Ended June 30,
			2001				2002
Revenues			$	48,834			$	42,863
Cost of revenues				33,942				29,364
	Gross profit			14,892				13,499
Operating expenses:
	Selling, general and administrative			7,995				8,738
	Independent research and development			1,280				5,698
	Amortization of intangible assets			598				2,111
	Amortization of goodwill			436				—
Income (loss) from operations				4,583				(3,048	)
Other income (expense):
	Interest income			218				14
	Interest expense			(5	)			(125	)
	Minority interest			(77	)			(4	)
	Equity in loss of joint venture			(724	)			(529	)
Income (loss) before income taxes				3,995				(3,692	)
Provision (benefit) for income taxes				1,291				(2,110	)
Net income (loss)			$	2,704			$	(1,582	)
Basic net income (loss) per share			$	0.12			$	(0.06	)
Diluted net income (loss) per share			$	0.12			$	(0.06	)
Shares used in computing basic net income (loss) per share				22,029,336				25,911,632
Shares used in computing diluted net income (loss) per share				22,982,581				25,911,632

See accompanying notes to condensed consolidated financial statements

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VIASAT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)

					Three Months Ended June 30,
					2001				2002
Cash flows from operating activities:
	Net income (loss)				$	2,704			$	(1,582	)
	Adjustments to reconcile net income to net cash provided by (used in) operating activities:
		Depreciation				1,873				2,430
		Amortization of goodwill, intangible assets and software				1,047				2,376
		Deferred income taxes				541				(408	)
		Equity in loss of joint venture				724				529
		Minority interest in consolidated subsidiary				45				(7	)
		Non-cash compensation				—				35
	Increase (decrease) in cash resulting from changes in, net of effects of acquisitions:
		Accounts receivable				2,979				71
		Inventory				(4,115	)			(3,937	)
		Other assets				634				301
		Accounts payable				(2,380	)			3,974
		Accrued liabilities				(219	)			(5,369	)
		Other liabilities				563				14
			Net cash provided by (used in) operating activities			4,396				(1,573	)
Cash flows from investing activities:
	Investment in joint venture					(724	)			(529	)
	Purchases of short-term investments, net					(152	)			—
	Investment in capitalized software					(1,628	)			(1,971	)
	Purchases of property and equipment, net					(2,588	)			(3,661	)
			Net cash used in investing activities			(5,092	)			(6,161	)
Cash flows from financing activities:
	Proceeds from line of credit					—				8,450
	Repayment of notes payable					(168	)			—
	Net proceeds from issuance of common stock, net of issuance costs					789				718
			Net cash provided by financing activities			621				9,168
Effect of exchange rate changes on cash						(48	)			22
Net (decrease) increase in cash and cash equivalents						(123	)			1,456
Cash and cash equivalents at beginning of period						17,721				6,464
Cash and cash equivalents at end of period					$	17,598			$	7,920

See accompanying notes to condensed consolidated financial statements

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VIASAT, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In thousands, except share data)

See accompanying notes to condensed consolidated financial statements

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

Note 1 — Basis of Presentation

     The accompanying condensed consolidated balance sheet as of June 30, 2002 the condensed consolidated statements of operations for the three months ended June 30, 2001 and 2002, the condensed consolidated statements of cash flows for the three months ended June 30, 2001 and 2002, and the condensed consolidated statement of stockholders’ equity for the three months ended June 30, 2002 have been prepared by the management of ViaSat, Inc., and have not been audited. These financial statements, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) 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, 2002 included in our 2002 Annual Report on Form 10-K. Interim operating results are not necessarily indicative of operating results for the full year.

     Our consolidated financial statements include the assets, liabilities and results of operations of TrellisWare Technologies, Inc., a majority owned subsidiary of ViaSat. All significant intercompany amounts have been eliminated.

     Certain prior period adjustments have been reclassified to conform to the current period presentation

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Estimates have been prepared on the basis of the most current and best available information and actual results could differ from those estimates. Significant estimates made by management include revenue recognition, capitalized software, allowance for doubtful accounts, warranty reserves and valuation of goodwill and other intangible assets.

     In July 2002, the FASB issued SFAS No. 146 — Accounting for Costs Associated with Exit or Disposal Activities was issued. SFAS No. 146 provides guidance on the recognition and measurement of liabilities associated with exit and disposal activities. Under SFAS No. 146, liabilities for costs associated with exit or disposal activities should be recognized when the liabilities are incurred and measured at fair value. This statement is effective prospectively for exit or disposal activities initiated after December 31, 2002. The adoption is not expected to have a material effect on the consolidated financial statements.

     In April 2002, the FASB issued SFAS No. 145 — Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 provides guidance on the classification of gains and losses from the extinguishment of debt and on the accounting for certain specified lease transactions. This statement is effective for fiscal years beginning after May 15, 2002. The adoption is not expected to have a material effect on the consolidated financial statements.

     In October 2001, the FASB issued SFAS No. 144 — Accounting for the Impairment or Disposal of Long-Lived Assets, which replaces SFAS No. 121— Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. SFAS No. 144 resolves implementation issues previously experienced under SFAS No. 121 and broadens the reporting of discontinued operations. This statement becomes effective for financial statements issued for fiscal years beginning after December 15, 2001. The adoption did not have a material impact on the consolidated financial statements.

     In August 2001, the FASB issued SFAS No. 143 — Accounting for Asset Retirement Obligations. SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement becomes effective for financial statements issued for fiscal years beginning after June 15, 2002. The adoption is not expected to have a material impact on the consolidated financial statements.

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

Note 2 — Revenue Recognition

     The majority of our revenues are derived from services performed 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. We provide for anticipated losses on contracts by a charge to income during the period in which they are first identified. In June 2002 we received an award of approximately $29.6 million to continue engineering development and for the low rate initial production of terminals under an existing government contract. The most recent award required a revision of the estimate of total contract value and total estimated contract costs at completion for determining the cumulative amounts of revenue and gross profit to be recognized through June 30, 2002. This change in estimate resulted in a favorable gross profit impact of $1.9 million for the three months ended June 30, 2002.

     Contract costs on U.S. Government contracts, including indirect costs, are subject to audit and negotiations with government representatives. These audits have been completed and agreed upon through fiscal year 1998. Contract revenues and accounts receivable are stated at amounts which are expected to be realized upon final settlement.

Note 3 — Earnings Per Share

     Common stock equivalents of 953,245 and 544,769 shares for the three months ended June 30, 2001 and 2002, respectively were used to calculate diluted earnings per share. Antidilutive shares excluded from the calculation were 1,902,183 and 3,052,502 shares for the three months ended June 30, 2001 and 2002, respectively. Common stock equivalents are primarily comprised of options granted under our stock option plans.

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

Note 4 — Composition of Certain Balance Sheet Captions (in thousands)

			March 31,				June 30,
			2002				2002
							(Unaudited)
Cash and cash equivalents:
	Cash		$	4,494			$	5,944
	Investments in debt securities			1,970				1,976
			$	6,464			$	7,920
Accounts receivable, net:
	Billed		$	39,081			$	37,701
	Unbilled			41,576				42,889
	Allowance for doubtful accounts			(487	)			(445	)
			$	80,170			$	80,145