UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended...........March 31, 2003
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission file number 0-27206
SPACEHAB, Incorporated
601 13th Street, NW
Suite 900 South
Washington, DC 20005
(202) 488-3500
| Incorporated in the State of Washington |
IRS Employer Identification | |
| Number 91-1273737 |
The number of shares of Common Stock outstanding as of the close of business on April 14, 2003:
| Class |
Number of Shares Outstanding | |
| Common Stock |
12,415,540 |
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
Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange act).
Yes No X
SPACEHAB, INCORPORATED AND SUBSIDIARIES
March 31, 2003 QUARTERLY REPORT ON FORM 10-Q
| PART 1 — |
FINANCIAL INFORMATION |
Page | ||
| Item 1. |
Unaudited Condensed Consolidated Financial Statements |
|||
| Unaudited Condensed Consolidated Balance Sheets as of March 31, 2003 and June 30, 2002 |
2 | |||
| 3 | ||||
| 4 | ||||
| Notes to Unaudited Condensed Consolidated Financial Statements |
5 | |||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
12 | ||
| Item 3. |
19 | |||
| Item 4. |
19 | |||
| PART II — |
OTHER INFORMATION |
|||
| Item 1. |
19 | |||
| Item 4. |
20 | |||
| Item 6. |
20 |
Item 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SPACEHAB, INCORPORATED AND SUSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share data)
| March 31, 2003 |
June 30, 2002 |
|||||||
| (unaudited) |
||||||||
| ASSETS | ||||||||
| Cash and cash equivalents |
$ |
3,716 |
|
$ |
2,145 |
| ||
| Restricted cash |
|
— |
|
|
549 |
| ||
| Accounts receivable, net |
|
11,050 |
|
|
13,802 |
| ||
| Investments |
|
16,503 |
|
|
— |
| ||
| Prepaid expenses and other current assets |
|
724 |
|
|
464 |
| ||
| Total current assets |
|
31,993 |
|
|
16,960 |
| ||
| Property, plant, and equipment, net of |
||||||||
| Accumulated depreciation and amortization of $47,313 and $74,307, respectively |
|
101,093 |
|
|
175,851 |
| ||
| Goodwill, net of accumulated amortization of $4,553 and $4,553, respectively |
|
8,369 |
|
|
20,294 |
| ||
| Investment in Guigne, net |
|
1,800 |
|
|
1,800 |
| ||
| Other assets, net |
|
5,793 |
|
|
5,921 |
| ||
| Total assets |
$ |
149,048 |
|
$ |
220,826 |
| ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Loans payable, current portion |
$ |
— |
|
$ |
169 |
| ||
| Revolving loan payable |
|
— |
|
|
2,150 |
| ||
| Accounts payable and accrued expenses |
|
15,053 |
|
|
14,349 |
| ||
| Accrued subcontracting services |
|
6,474 |
|
|
3,043 |
| ||
| Convertible notes payable to stockholder |
|
1,978 |
|
|
1,827 |
| ||
| Mortgage loan payable |
|
2,172 |
|
|
2,039 |
| ||
| Deferred revenue |
|
6,952 |
|
|
15,405 |
| ||
| Total current liabilities |
|
32,629 |
|
|
38,982 |
| ||
| Loans payable, net of current portion |
|
— |
|
|
49 |
| ||
| Accrued expenses |
|
597 |
|
|
438 |
| ||
| Convertible notes payable to stockholder |
|
— |
|
|
2,039 |
| ||
| Deferred revenue |
|
9,574 |
|
|
9,560 |
| ||
| Convertible subordinated notes payable |
|
63,250 |
|
|
63,250 |
| ||
| Mortgage loan payable |
|
15,432 |
|
|
17,078 |
| ||
| Other long term liability |
|
1,791 |
|
|
1,010 |
| ||
| Total liabilities |
|
123,273 |
|
|
132,406 |
| ||
| Commitments and contingencies |
||||||||
| Minority interest in consolidated subsidiary |
|
— |
|
|
750 |
| ||
| Stockholders’ equity |
||||||||
| Preferred Stock, authorized 2,500,000 shares, issued and outstanding 1,333,334 shares |
|
11,892 |
|
|
11,892 |
| ||
| Common stock, no par value, authorized 30,000,000 shares, issued and outstanding 12,415,540 and 12,154,465 shares, respectively |
|
83,420 |
|
|
83,204 |
| ||
| Additional paid-in capital |
|
361 |
|
|
16 |
| ||
| Less treasury stock at cost, 36,100 and no shares, respectively |
|
(37 |
) |
|
— |
| ||
| Accumulated other comprehensive loss |
|
(1,791 |
) |
|
(1,010 |
) | ||
| Accumulated deficit |
|
(68,070 |
) |
|
(6,432 |
) | ||
| Total stockholders’ equity |
|
25,775 |
|
|
87,670 |
| ||
| Total liabilities and stockholders’ equity |
$ |
149,048 |
|
$ |
220,826 |
| ||
See accompanying notes to unaudited condensed consolidated financial statements
2
SPACEHAB, INCORPORATED AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
| (In thousands, except share data) |
(Unaudited) Three Months Ended March 31, |
(Unaudited) Nine Months Ended March 31, |
||||||||||||||
| 2003 |
2002 |
2003 |
2002 |
|||||||||||||
| Revenue |
$ |
26,413 |
|
$ |
24,711 |
|
$ |
81,275 |
|
$ |
74,730 |
| ||||
| Costs of revenue |
|
22,123 |
|
|
18,266 |
|
|
66,516 |
|
|
58,603 |
| ||||
| Gross profit |
|
4,290 |
|
|
6,445 |
|
|
14,759 |
|
|
16,127 |
| ||||
| Operating expenses |
||||||||||||||||
| Selling, general and administrative |
|
3,146 |
|
|
4,767 |
|
|
9,229 |
|
|
14,824 |
| ||||
| Research and development |
|
20 |
|
|
148 |
|
|
105 |
|
|
291 |
| ||||
| Nonrecurring charge (note 13) |
|
50,268 |
|
|
— |
|
|
50,268 |
|
|
— |
| ||||
| Goodwill impairment (note 12) |
|
11,925 |
|
|
— |
|
|
11,925 |
|
|
— |
| ||||
| Total operating expenses |
|
65,359 |
|
|
4,915 |
|
|
71,527 |
|
|
15,115 |
| ||||
| Income (loss) from operations |
|
(61,069 |
) |
|
1,530 |
|
|
(56,768 |
) |
|
1,012 |
| ||||
| Interest expense, net of capitalized interest |
|
(1,842 |
) |
|
(1,438 |
) |
|
(5,541 |
) |
|
(4,181 |
) | ||||
| Interest and other income (loss), net |
|
(26 |
) |
|
2 |
|
|
(56 |
) |
|
1,126 |
| ||||
| Income (loss) before income taxes |
|
(62,937 |
) |
|
94 |
|
|
(62,365 |
) |
|
(2,043 |
) | ||||
| Income tax benefit (expense) |
|
218 |
|
|
(28 |
) |
|
727 |
|
|
(83 |
) | ||||
| Net income (loss) |
$ |
(62,719 |
) |
$ |
66 |
|
$ |
(61,638 |
) |
$ |
(2,126 |
) | ||||
| Income (loss) per share |
||||||||||||||||
| Net income (loss) per share – basic |
$ |
(5.06 |
) |
$ |
0.01 |
|
$ |
(5.03 |
) |
$ |
(0.18 |
) | ||||
| Shares used in computing net income (loss) per share – basic |
|
12,398,775 |
|
|||||||||||||