| Incorporated in the State of Washington |
IRS Employer Identification | |
| Number 91-1273737 |
| Class |
Number of Shares Outstanding | |
| Common Stock |
12,233,451 |
| Page | ||||
| PART 1 |
2 | |||
| Item 1. |
2 | |||
| 2 | ||||
| 3 | ||||
| 4 | ||||
| 5 | ||||
| Item 2. |
9 | |||
| Item 3. |
13 | |||
| Item 4 |
13 | |||
| PART II |
OTHER INFORMATION |
|||
| Item 1. |
14 | |||
| Item 6. |
14 |
| September 30, 2002 (unaudited) |
June 30, 2002
|
|||||||
| (In thousands, except share
data) |
||||||||
| ASSETS |
||||||||
| Cash and cash equivalents |
$ |
574 |
|
$ |
2,694 |
| ||
| Accounts receivable, net |
|
14,610 |
|
|
13,802 |
| ||
| Prepaid expenses and other current assets |
|
908 |
|
|
464 |
| ||
| |
|
|
|
|
| |||
| Total current assets |
|
16,092 |
|
|
16,960 |
| ||
| Property, plant, and equipment, net of accumulated depreciation and amortization of $77,324 and $74,307,
respectively |
|
172,793 |
|
|
175,851 |
| ||
| Goodwill, net of accumulated amortization of $4,553 and $4,553, respectively |
|
20,294 |
|
|
20,294 |
| ||
| Investment in Guigne, net |
|
1,800 |
|
|
1,800 |
| ||
| Other assets, net |
|
6,343 |
|
|
5,921 |
| ||
| |
|
|
|
|
| |||
| Total assets |
$ |
217,322 |
|
$ |
220,826 |
| ||
| |
|
|
|
|
| |||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
| Loans payable, current portion |
$ |
169 |
|
$ |
169 |
| ||
| Revolving loan payable |
|
730 |
|
|
2,150 |
| ||
| Accounts payable & accrued expenses |
|
15,900 |
|
|
14,349 |
| ||
| Accrued subcontracting services |
|
2,827 |
|
|
3,043 |
| ||
| Convertible notes payable to stockholder |
|
2,577 |
|
|
1,827 |
| ||
| Mortgage loan payable |
|
2,082 |
|
|
2,039 |
| ||
| Deferred revenue |
|
13,012 |
|
|
15,405 |
| ||
| |
|
|
|
|
| |||
| Total current liabilities |
|
37,297 |
|
|
38,982 |
| ||
| Loans payable, net of current portion |
|
6 |
|
|
49 |
| ||
| Accrued expenses |
|
552 |
|
|
438 |
| ||
| Convertible notes payable to stockholder |
|
677 |
|
|
2,039 |
| ||
| Deferred revenue |
|
9,616 |
|
|
9,560 |
| ||
| Convertible subordinated notes payable |
|
63,250 |
|
|
63,250 |
| ||
| Mortgage loan payable |
|
16,540 |
|
|
17,078 |
| ||
| Other long term liability |
|
1,843 |
|
|
1,010 |
| ||
| |
|
|
|
|
| |||
| Total liabilities |
|
129,781 |
|
|
132,406 |
| ||
| Commitments and contingencies |
||||||||
| Minority interest in consolidated subsidiary |
|
750 |
|
|
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 12,233,451 and 11,832,096 shares,
respectively |
|
83,254 |
|
|
83,204 |
| ||
| Additional paid-in capital |
|
16 |
|
|
16 |
| ||
| Accumulated other comprehensive loss |
|
(1,843 |
) |
|
(1,010 |
) | ||
| Accumulated deficit |
|
(6,528 |
) |
|
(6,432 |
) | ||
| |
|
|
|
|
| |||
| Total stockholders equity |
|
86,791 |
|
|
87,670 |
| ||
| |
|
|
|
|
| |||
| Total liabilities and stockholders equity |
$ |
217,322 |
|
$ |
220,826 |
| ||
| |
|
|
|
|
| |||
| Three Months Ended September
30, |
||||||||
| 2002 |
2001 |
|||||||
| (In thousands, except share
data) |
||||||||
| Revenue |
$ |
26,812 |
|
$ |
22,292 |
| ||
| Costs of revenue |
|
21,634 |
|
|
19,866 |
| ||
| |
|
|
|
|
| |||
| Gross profit |
|
5,178 |
|
|
2,426 |
| ||
| |
|
|
|
|
| |||
| Operating expenses |
||||||||
| Selling, general and administrative |
|
3,414 |
|
|
4,936 |
| ||
| Research and development |
|
14 |
|
|
18 |
| ||
| |
|
|
|
|
| |||
| Total operating expenses |
|
3,428 |
|
|
4,954 |
| ||
| |
|
|
|
|
| |||
| Income (loss) from operations |
|
1,750 |
|
|
(2,528 |
) | ||
| Interest expense, net of capitalized interest |
|
(1,859 |
) |
|
(1,435 |
) | ||
| Interest and other income, net |
|
9 |
|
|
1,141 |
| ||
| |
|
|
|
|
| |||
| Loss before income taxes |
|
(100 |
) |
|
(2,822 |
) | ||
| Income tax benefit (expense) |
|
6 |
|
|
(28 |
) | ||
| |
|
|
|
|
| |||
| Net loss |
$ |
(94 |
) |
$ |
(2,850 |
) | ||
| |
|
|
|
|
| |||
| Loss per share |
||||||||
| Net loss per sharebasic and diluted |
$ |
(0.01 |
) |
$ |
(0.24 |
) | ||
| |
|
|
|
|
| |||
| Shares used in computing net loss per sharebasic and diluted |
|
12,154,465 |
|
|
11,647,709 |
| ||
| |
|
|
|
|
| |||
| Three Months Ended September
30, |
||||||||
| 2002 |
2001 |
|||||||
| (In thousands) |
||||||||
| Operating activities |
||||||||
| Net loss |
$ |
(94 |
) |
$ |
(2,850 |
) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities |
||||||||
| Gain on sale of property and equipment |
|
|
|
|
(1,096 |
) | ||
| Depreciation and amortization |
|
3,141 |
|
|
3,427 |
| ||
| Changes in assets and liabilities |
||||||||
| (Increase) in accounts receivable |
|
(808 |
) |
|
(2,375 |
) | ||
| (Increase) in prepaid expenses and other current assets |
|
(445 |
) |
|
(276 |
) | ||
| (Increase) in other assets |
|
(550 |
) |
|
(28 |
) | ||
| (Decrease) increase in deferred flight revenue |
|
(2,111 |
) |
|
3,563 |
| ||
| Increase (decrease) in accounts payable and accrued expenses |
|
1,479 |
|
|
(693 |
) | ||
| (Decrease) increase in accrued subcontracting services |
|
(216 |
) |
|
600 |
| ||
| |
|
|
|
|
| |||
| Net cash provided by operating activities |
|
396 |
|
|
272 |
| ||
| |
|
|
|
|
| |||
| Investing activities |
||||||||
| Payments for flight assets under construction |
|
(109 |
) |
|
(971 |
) | ||
| Payments for building under construction |
|
|
|
|
(5,868 |
) | ||
| Purchases of property, equipment and leasehold improvements |
|
(11 |
) |
|
(36 |
) | ||
| Proceeds received from sale of property and equipment |
|
125 |
|
|
583 |
| ||
| Decrease in restricted cash |
|
549 |
|
|
|
| ||
| |
|
|
|
|
| |||
| Net cash provided by (used for) investing activities |
|
554 |
|
|
(6,292 |
) | ||
| |
|
|
|
|
| |||
| Financing activities |
||||||||
| Payment of loan payable |
|
(42 |
) |
|
(3,861 |
) | ||
| Payment of note payable under credit agreement |
|
|
|
|
(333 |
) | ||
| Proceeds from issuance of common stock |
|
47 |
|
|
349 |
| ||
| Repayment of revolving loan payable, net |
|
(1,420 |
) |
|
(922 |
) | ||
| Proceeds from mortgage loan |
|
|
|
|
11,719 |
| ||
| Repayment of mortgage loan |
|
(494 |
) |
|
|
| ||
| Payment of note payable to stockholder |
|
(612 |
) |
|
|
| ||
| Proceeds from sale of minority interest in consolidated subsidiary |
|
|
|
|
750 |
| ||
| |
|
|
|
|
| |||
| Net cash (used for) provided by financing activities |
|
(2,521 |
) |
|
7,702 |
| ||
| |
|
|
|
|
| |||
| Net change in cash and cash equivalents |
|
(1,571 |
) |
|
1,682 |
| ||
| Cash and cash equivalents at beginning of period |
|
2,145 |
|
|
34 |
| ||
| |
|
|
|
|
| |||
| Cash and cash equivalents at end of period |
$ |
574 |
|
$ |
1,716 |
| ||
| |
|
|
|
|
| |||