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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] For the Fiscal Year Ended June
30, 2003.
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] For the transition period from
_____________ to ____________
Commission File No. 0-27206
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SPACEHAB, Incorporated
601 13/th/ Street, NW
Suite 900 South
Washington, DC 20005
(202) 488-3500
Incorporated in the State of Washington IRS Employer Identification
Number 91-1273737
Securities Registered pursuant to Section 12(b) of the
Act: None Securities Registered pursuant to Section
12(g) of the Act:
Title of Each Class Name of Each Exchange
Common Stock on which Registered
(no par value) NASDAQ National Market
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Number of shares of Common Stock (no par value) outstanding as of August
26, 2003, 12,374,979. Aggregate market value of Common Stock (no par value) held
by non-affiliates of the registrant on August 23, 2003, based upon the closing
price of the Common Stock on the Nasdaq National Market of $0.96 was
approximately $11,879,980.
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_].
Indicate by check mark whether the registrant is an accelerated filer (as
defined in rule 12b-2 of the Exchange act).
YES [_] NO [X].
Documents Incorporated by Reference:
Proxy Statement for the Annual Meeting of Parts I, II, and III of
Stockholders to be held November 14, 2003. Form 10-K
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PART I
This document may contain "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including (without limitation) statements under "Company
Strategy," "Products and Services," "Competition," "Dependence on a Single
Customer," "Research and Development," and "Backlog" in Item 1 and "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
General" and "Liquidity and Capital Resources" in Item 7. Such statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected in the statements. In addition to those risks
and uncertainties discussed herein, such risks and uncertainties include, but
are not limited to, whether the Company will fully realize the economic benefits
under its U.S. National Aeronautics and Space Administration ("NASA") and other
customer contracts, continued utilization by NASA and others of the Company's
habitat modules and related commercial space assets, completion of the
International Space Station ("ISS"), continued availability and use of the U.S.
Space Shuttle system, technological difficulties, product demand and market
acceptance risks, the effect of economic conditions, uncertainty in government
funding and the impact of competition, delays and uncertainties in future space
shuttle and ISS programs, and resolution of the Company's indemnification claim
with NASA arising from the loss of the Columbia orbiter and its crew during the
STS-107 mission.
Management believes that NASA, as well as future Space Shuttle and ISS programs
will continue to be funded and supported by the U.S. Government. Furthermore,
management believes that it is highly unlikely that any decision to discontinue
these programs would be made during the next twelve months. However, the Company
is subject to risks and uncertainties, including but not limited to, whether the
Company will fully realize the economic benefits under its NASA and other
customer contracts, the utilization of new commercial space assets, continued
deployment of the ISS, technological difficulties, product demand and market
acceptance risks, the effect of economic conditions, uncertainty in government
funding, the impact of competition and delays and uncertainties in future Space
Shuttle and ISS programs, and resolution of the Company's indemnification claim
with NASA arising from the loss of the Columbia orbiter and its crew during the
STS-107 mission.
Item 1. Business
Company Background and History
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SPACEHAB, Incorporated ("SPACEHAB" or "the Company") was incorporated in 1984.
It is the first Company to commercially develop, own and operate pressurized
space habitat modules. SPACEHAB habitat modules and unpressurized cargo carriers
provide space-based research facilities and cargo services for use aboard the
U.S. Space Shuttle system. A SPACEHAB Single Module, when installed in the
payload bay of a Space Shuttle, more than doubles the space available to
astronauts for research, habitation and storage. SPACEHAB offers its modules in
single and double versions, outfitted for research, logistics, or a combination
research and logistics depending on customer needs. The Company also offers an
unpressurized cargo carrier system, the Integrated Cargo Carrier ("ICC").
SPACEHAB modules can accommodate a combination of lockers, racks and soft
stowage arrangements. They are outfitted to support laboratory research in the
microgravity environment of space and are also capable of transporting food,
clothing, equipment and other vital supplies to the ISS. The Company sells
research and logistics services to NASA and other customers who want to use the
modules and carriers in space. In addition to its flight assets, SPACEHAB offers
a full range of ground-based pre- and post-flight experiment and payload
processing services and in-flight operations support. As of June 30, 2003,
SPACEHAB modules and ICCs had flown 18 successful missions on the Space Shuttle,
including 12 logistics missions (five to the ISS and seven to the Russian space
station Mir). The most recent mission, STS-107, utilized the RDM flight asset.
The RDM was destroyed in the tragic STS-107 accident on February 1, 2003. At
this time, the Company does not plan to replace the Research Double Module
("RDM"). SPACEHAB's Space Flight Services business unit has two additional
modules and other flight assets
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available to support the Company's current NASA contract. These modules and
assets can also be used to support future NASA contracts.
In July 2003, the Company submitted a detailed claim for recovery of its RDM
investment in the amount of $87.0 million. The claim is anticipated to be
revised in the first quarter of fiscal year 2004 to incorporate the findings of
the Columbia Accident Investigation Board ("CAIB"), and upon revision will be
refiled with NASA. The Company believes it has a basis for recovery of the loss
from NASA but there can be no assurance as to the timing or the amount, if any,
to be received from the claim. Upon resolution of the claim, any proceeds from
NASA would be recorded in the period in which the claim is resolved.
On February 12, 1997, SPACEHAB acquired the operating assets and business of
Astrotech Space Operations, Inc. ("Astrotech") from Northrop Grumman
Corporation. Astrotech is a leading commercial provider of satellite processing
services in the United States, supplying the facilities used in the launch-site
preparation of satellites by satellite manufacturers and space launch services
companies including Lockheed Martin Corporation ("Lockheed Martin"), The Boeing
Company ("Boeing") and Orbital Sciences Corporation. In fiscal year 2002,
Astrotech completed construction of an additional facility in Titusville,
Florida to process larger payloads for the Evolved Expendable Launch Vehicles
("EELV") for Lockheed Martin and Boeing. The Astrotech acquisition diversified
SPACEHAB's customer base and broadened the Company's business base to include
services that support the expendable launch services markets as well as human
space flight activities.
SPACEHAB expanded its capability to support human space flight activities by
acquiring Johnson Engineering Corporation ("JE") on July 1, 1998. Then, in March
2003, JE changed its name to SPACEHAB Government Services ("SGS"). SGS provides
support services to NASA including stowage integration services and ISS
Configuration Management support. SGS also designs and fabricates flight
hardware.
On April 11, 2000, the Company announced the formation of Space Media, Inc.
("SMI"), a majority-owned subsidiary intended to create proprietary space-themed
content for education and commerce. In fiscal year 2001, SMI acquired The Space
Store, an online retail operation, anticipating that e-commerce would become an
integral part of its Internet business. The Space Store currently offers an
assortment of space-related products through its website, www.spacestore.com,
and operates a retail facility adjacent to NASA's Johnson Space Center Houston.
In fiscal year 2002, SMI activities were refocused to develop content for the
STARS Academy global education program and pursue corporate promotion and
advertising opportunities. As part of Space Media, the STARS program launched
six experiments designed by students in Australia, China, Israel, Japan,
Liechtenstein and the United States on Space Shuttle mission STS-107.
In fiscal year 2000, SPACEHAB began design and construction of a commercial
space station habitat module, in partnership with RSC Energia of Korolev,
Russia. Named Enterprise(TM), this multipurpose module is intended to be
attached to the ISS and could provide space station users habitation space,
stowage space, communications, power and other utilities, and laboratory
facilities for long-duration research. The module would provide NASA with the
ability to support a full six-person crew on board the ISS. The Company also
provided NASA with an alternate proposal, utilizing the core Enterprise asset
base/technology in constructing a cargo module. In evaluating the Company's
investment in Enterprise in June 2003, the Company identified significant
uncertainties in new human space flight programs. While the Company believes the
service offered is a valuable service and is actively marketing this service to
NASA, the Company ceased funding development and was unable to determine if or
when this investment would be recovered. Therefore, the Company wrote down its
full investment of $8.2 million in Enterprise as of June 30, 2003.
The current focus of the Company is in three areas: (1) SPACEHAB Flight Services
("SFS") carrier services required to support the Space Shuttle's
return-to-flight, and assembly and utilization of the ISS; (2) SGS support for
the ISS Program Office under cost-type government contracts; and (3) Expansion
of the Astrotech revenue base through new markets and new services. The Company
is continuing to identify new business and business opportunities within its
core competencies.
3
Company Strategy
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SPACEHAB's goal is to be a leading provider of commercial space products and
services, including human space flight support, space station logistics and
satellite processing. SPACEHAB is committed to expanding its business with NASA
while also diversifying its customer base by targeting new and related markets
for space services. SPACEHAB's strategy for reaching these goals is described
below.
. Focusing on quality and responsiveness of services. SPACEHAB'S three
major business units' products are known for providing high quality
services, consistently earning excellent award fees and delivering
flawless missions. SPACEHAB has successfully completed 18 Shuttle
missions to date. The Company intends to maintain and enhance its
reputation for product reliability, process innovation and performance
excellence. SFS is actively supporting the ISS Program as they determine
the best option for preparation to return-to-flight. SGS is competing on
the ISS A/B/C contracts for a major role in support of the ISS Program
Office. Astrotech continues to develop its government market and is
currently working with its current customers to expand the services it
provides under existing contract relationships. By maintaining our focus
on building a strong revenue base, the Company expects to create future
growth opportunities.
. Maintaining its position as a high value, low-cost service provider.
SPACEHAB offers space services to NASA and other customers, using
Company owned and leased assets, on a fixed-price basis that the Company
believes has proven to be a significantly less expensive alternative to
the cost-plus basis used by conventional aerospace contractors through
the application of commercial best practices in the development and
operation of its hardware and facilities. SPACEHAB substantially reduces
the cost, time and complexity typically associated with conventional
government contractor services. SPACEHAB'S SGS subsidiary provides
services to NASA under cost-plus award and incentive fee contracts as
requested by the customer. Cost-plus contracts require separate pricing
negotiations for individual task orders, allowing SGS to implement
process improvements to reduce costs. The Company considers its position
as a low-cost service provider a prerequisite for future growth.
. Expanding the scope of business. SPACEHAB continues to focus on
expanding its core business base through extension of its existing core
competencies and strategic relationships. The Company's objective is to
further utilize its existing assets and Company expertise to offer new
products and services. As it continues to provide research and resupply
services on Space Shuttle missions, SPACEHAB is well positioned to
anticipate emerging requirements for products and services supporting
human space flight. With its acquisition of Astrotech in 1997 and SGS in
1998, SPACEHAB diversified its revenue and customer base by targeting
new space services markets in flight crew training support, facility
operations and payload processing. SPACEHAB intends to augment its
current core competencies by adding new services through strategic
partnerships and innovative engineering.
. Leveraging international strategic alliances. SPACEHAB seeks to create
and maintain strategic alliances with key international players in the
space industry. Existing relationships include EADS Space Transportation
GmbH ("EADS") (formerly Astrium GmbH and DaimlerChrysler Aerospace AG),
Intospace GmbH, Mitsubishi Corporation, RSC Energia and Alenia Spazio
S.p.A. On August 2, 1999, EADS strengthened its strategic relationship
with SPACEHAB by purchasing a $12.0 million equity stake in the Company.
These alliances have produced and will continue to produce business
opportunities with these partners, the governments of their respective
countries and other industries within those countries.
. Continuing entrepreneurial initiatives. SPACEHAB continues to develop
and offer innovative business arrangements to meet customer
requirements. The Company has repeatedly taken the initiative to improve
its modules and payload processing services and deploy new assets in
anticipation of customer needs. By focusing on quality, cost and
responsiveness and recruiting talented and experienced personnel into
its distinctly entrepreneurial organization, SPACEHAB seeks to
distinguish itself as an innovative and effective provider of commercial
space services.
4
Products and Services
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SPACEHAB's business segments provide a range of products and services to the
aerospace market. SFS provides space research and space station resupply
services using pressurized habitat modules and unpressurized cargo carriers that
fly on NASA's Space Shuttles. SGS supplies critical services to NASA in support
of human space flight, including stowage integration and ISS Configuration
Management. Astrotech is a leading commercial provider of satellite processing
services. Space Media Inc., a wholly-owned subsidiary, operates The Space Store,
an online retail operation.
SPACEHAB Flight Services
NASA and other users of the Space Shuttle and ISS must follow a complex set of
procedures to prepare payloads for launch, operate them in space, and process
them upon return. SFS offers these users affordable, customer-friendly,
turn-key, fixed-price payload services using Company-controlled assets. These
services include payload scheduling, mission planning, safety analysis and
certification, physical integration with a carrier (such as a SPACEHAB module),
integration of carriers with the Space Shuttle, flight operations, data
gathering and synthesis, and launch and landing site activities.
SFS is responsible for managing and operating the Company's fleet of single
modules, which can also be combined to form a double module, ICCs, and
supporting equipment. Modules and carriers are housed at the SPACEHAB Payload
Processing Facility in Cape Canaveral, Florida. SPACEHAB Single Modules are
aluminum cylinders, measuring 10 feet in length by 13.5 feet in diameter, that
incorporate a patented design that includes a truncated top and flat end caps.
These fully instrumented modules provide resources such as power, data
management, thermal control and vacuum venting. Single Modules (payload capacity
5,400 lb.) are employed primarily for research and logistics missions. In fiscal
year 1996, the Company completed development of the Logistics Double Module
("LDM" - payload capacity 10,000 lb.), optimized for resupply and used by NASA
to carry vital supplies to cosmonauts and astronauts aboard the Russian space
station Mir and the ISS.
In fiscal year 1997, the Company began full-scale development of its RDM
(payload capacity 9,000 lb.), outfitted to serve as a microgravity laboratory.
The RDM was completed in fiscal year 2001 and made its first flight on NASA
Shuttle mission STS-107. The RDM was destroyed in the STS-107 Columbia accident.
The Company has no plans to replace the RDM at this time. The SFS business unit
is continuing operations, supporting three of the next five planned Space
Shuttle missions. The Company is in negotiations with NASA on the value of
equitable adjustments for delays in these missions that will provide additional
revenue for contracted preparation activities during the period prior to NASA's
return to flight. During the fourth quarter. The Company completed all STS-107
accident investigation support activities with NASA.
SPACEHAB developed the ICC system of unpressurized payload carriers to transport
cargo that does not require a pressurized environment. Cargo suitable for
transport on the ICC includes ISS assembly components, astronaut tools,
unpressurized experiments, and spare parts. Based on a patented pallet
technology (the Unpressurized Cargo Pallet or "UCP"), the ICC flies in what is
ordinarily unused volume in the front or rear of the Space Shuttle's cargo bay.
It can be used alone or in combination with SPACEHAB Single or Double Modules to
provide the optimum mix of pressurized and unpressurized cargo capacity on a
single mission to the ISS. By expanding the capabilities of the Space Shuttle
and offering flexibility in the mix of pressurized and unpressurized cargo
carried on each mission, the ICC is a cost-effective option for ISS logistics.
SPACEHAB completed construction of the ICC in fiscal year 1999. The ICC
initially flew on NASA's first supply mission to the ISS, Space Shuttle flight
STS-96, in May 1999. In fiscal year 2001, the Company sold its ICC assets to
EADS and entered into an agreement with EADS to lease back these assets for a
period of four years with two additional four-year options. Through fiscal year
2003, the ICC has flown a total of five successful missions. Three additional
ICC flights are under contract. To meet particular NASA requirements for
unpressurized cargo transport, SPACEHAB developed a Vertical Cargo Carrier
("VCC"), designed and built for SPACEHAB by RSC Energia). In fiscal year 2002,
SPACEHAB completed construction of the VCC and sold this asset to EADS for
inclusion in the lease back arrangements cited above. The ICC system, including
the VCC and other derivatives, is a highly capable, flexible and adaptable
payload transport option.
5
SPACEHAB Government Services
SPACEHAB's SGS subsidiary provides customer-responsive management and services
supporting the operation of complex facilities. Additionally, SGS provides
high-end engineering services, high-fidelity flight mockup design and
development, and disciplined configuration management of complex systems. SGS
performs several critical services for NASA, including stowage integration and
ISS Configuration Management.
SGS's Flight Crew Systems Development ("FCSD") contract with NASA is a cost-plus
award and incentive fee contract that commenced in May 1993, and was scheduled
to conclude on April 30, 2002. NASA exercised a series of extensions on the
contract to extend the performance period of the contract to December 2002. The
revised total value of the contract as of April 30, 2003 was $399.1 million.
NASA opened elements of this contract for recompete for calendar year 2003. SGS
competed to continue performing this work, but was notified in February 2003
that their recompete bid was not accepted. Contract work was transitioned to the
successful bidder in April 2003.
SGS is bidding on a number of ISS contracts proposed under the ISS contract
consolidation effort. The ISS contracts that the Company has submitted proposals
for, in June and July 2003, are the Mission Integration Contract ("MIC"), the
Program Integration and Control Contract ("PICC") and the Cargo Mission Contract
("CM"). These contracts are support contracts to the ISS office. All three
contracts are approximately five year contracts with two additional one-year
options. The tasks under the MIC contract include: a) program and business
management support, b) configuration, data and IT management, c) international
integration and d) ISS system analysis and integration and Russian language and
logistics services. The tasks under the PICC Contract include: a) integrated ISS
on orbit operations requirements analysis, b) manifesting of cargo and
logistics, c) on-orbit stowage planning and Integration and d) Russian language
and logistics support. The tasks under the CM Contract include: a) ISS cargo and
cargo carrier integration, b) sustaining engineering of government carriers and
logistics and c) procurement of commercial carrier assets. Subsequent to the
year ended June 30, 2003, the Company was notified that it was in the
competitive range as a finalist on all three contracts. The estimated value of
all these contracts is in excess of $100 million over five years. Awards for
these contracts are expected in October 2003.
SGS is also leveraging its experience in building high-fidelity space vehicle
mockups and trainers for NASA by developing additional commercial business in
museum exhibit design engineering and fabrication. In fiscal year 2002, SGS
signed its first task order for $1 million under a new contract with KK.FTS
Group of Japan to build a mockup of the International Space Station laboratory
module Destiny for a new museum being built outside Tokyo. The mockup was
completed in fiscal year 2003. SGS has also completed development of a major
exhibit for Shanghai Science and Technology Museum in Shanghai, China.
Astrotech Space Operations
SPACEHAB's Astrotech subsidiary provides payload processing services to the
satellite manufacturing and the launch services industries at Company-owned
facilities in Titusville, Florida, near the Kennedy Space Center/Cape Canaveral
Air Force Station launch complexes, and Vandenberg Air Force Base ("AFB") in
California. Astrotech's payload processing services include support for
spacecraft final mechanical assembly, electrical checkout, liquid propellant
loading, solid rocket motor/ordnance installation, payload fairing
encapsulation, and remote payload command and control through countdown. Payload
processing requires specialized facilities located near the launch site, with
such features as advanced environmental control, hazard-proof work areas,
airlock systems, and overhead bridge cranes.
Astrotech has long-term contracts in place with Lockheed Martin and The Boeing
Company to process payloads for Expendable Launch Vehicle ("ELV") missions. On
August 21, 2002, Lockheed Martin successfully completed its first launch of the
new Atlas V launch vehicle system followed by the successful launch of the
Boeing Delta IV launch vehicle on November 20, 2002. In support of the Lockheed
Martin and Boeing contract extensions, Astrotech undertook a major facility
expansion at its Florida site at a cost of approximately $31 million, building a
new Spacecraft Processing Facility ("SPF") and associated infrastructure
upgrades to support projected higher launch rates and larger sized payloads
associated with these new launch vehicle systems. In August 2001, Astrotech
completed a $20 million financing in support of this expansion project. The new
SPF, dedicated in October 2001, is intended to support all planned
configurations of the Boeing Delta IV and Lockheed Martin Atlas V launch vehicle
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systems. In fiscal years 2003, 2002 and 2001, expenditures for this expansion
were approximately $0.5 million, $15.2 million and $9.9 million, respectively.
The balance of the project costs were incurred in prior periods.
Astrotech also has contract agreements in place with Sea Launch Company, LLC to
provide payload processing and facilities operations support for the Sea Launch
Program at the Home Port facility in Long Beach, California, and with Orbital
Sciences Corporation to support the processing of Pegasus and Taurus launches
from both its Florida and Vandenberg AFB facilities.
Astrotech secured a contract with NASA in April 2003 to provide payload
processing support for the NASA MESSENGER and DEEP Impact spacecraft at its
Florida and Vandenberg AFB facilities, during fiscal years 2004 and 2005,
respectively. This represents the first of several new business opportunities
being pursued by Astrotech in support of government payloads for both NASA and
the U.S. Air Force.
Space Media
On April 11, 2000, SPACEHAB announced the formation of SMI, a majority-owned
subsidiary intended to create proprietary space-themed content for education and
commerce. In fiscal year 2000, SMI acquired The Space Store, an online retail
operation, anticipating that e-commerce could become an integral part of its
Internet business. The Space Store currently offers space-related products
through its website, www.spacestore.com, and a retail facility in Houston,
Texas, near NASA's Johnson Space Center. In fiscal year 2001, SMI's focus was to
develop content for STARS Academy(TM) and to pursue corporate promotion and
advertising opportunities. STARS Academy is a global education program offering
students opportunities to learn about and even participate in research aboard
NASA's Shuttle and the ISS. As part of Space Media, the STARS Program launched
six student-designed experiments for schools in Australia, China, Israel, Japan,
Liechtenstein and the United States on Space Shuttle mission STS-107 in January
2003. In fiscal year 2002, due to limited funding opportunities in the education
industry and a struggling Internet content market, SMI reduced staffing and
ended its marketing program for the STARS Program and is currently focused
solely on The Space Store.
Other Operations
SPACEHAB's Strategic Programs segment is responsible for new initiatives
intended to build on the Company's expertise, expand existing markets and
develop new markets. This segment is responsible for developing innovative,
affordable, "no-box" solutions to complex customer problems identified within
the space industry. As of March 2003, Strategic Programs have been absorbed into
other segments of the Company.
In fiscal year 2000, SPACEHAB began design and construction of a commercial
space station habitat module, in partnership with RSC Energia of Korolev,
Russia. Named Enterprise(TM), this multipurpose module is intended to be
attached to the ISS and could provide space station users habitation space,
stowage space, communications, power and other utilities, and laboratory
facilities for long-duration research. The module would provide NASA with the
ability to support a full six-person crew on board the ISS. The Company also
provided NASA with an alternate proposal, utilizing the core Enterprise asset
base/technology in constructing a cargo module. In evaluating the Company's
investment in Enterprise in June 2003, the Company identified significant
uncertainties in new human space flight programs. While the Company believes the
service offered is a valuable service and is actively marketing this service to
NASA, the Company ceased funding development and was unable to determine if or
when this investment would be recovered. Therefore, the Company wrote down its
full investment of $8.2 million in Enterprise as of June 30, 2003.
SPACEHAB initiated development of the Docking Double Module ("DDM") during the
second half of fiscal year 1999. DDM was conceived for the purpose of enabling
Columbia, the oldest and heaviest orbiter in NASA's Shuttle fleet, to support
ISS resupply operations. The DDM eliminates the need for the orbiter docking
module and ancillary attachment hardware by allowing orbiters to dock directly
to the roof of the Spacehab module. The DDM could increase orbiter payload
capacity and the orbiters' capability to "reboost" or restore the desired orbit
of the ISS. The DDM utilizes the design of the existing SPACEHAB modules, but
provides for a reinforced "roof" to allow direct docking to the ISS. In June
2003, the Company wrote down a portion of its investment in the DDM due to
uncertainties in human space flight programs. The remaining costs, consisting of
module materials, were reclassified to flight assets and will be depreciated
over their remaining useful lives.
7
The Company decided to discontinue marketing and funding the development of the
SPACEHAB Universal Communications System ("SHUCS") and wrote down its investment
in SHUCS in June 2003.
In 1998 SPACEHAB entered into a joint venture agreement with Guigne Technologies
Ltd. of Canada to build SpaceDRUMS(TM) -- Dynamically Responding Ultrasonic
Matrix Systems -- a space-based facility using acoustic energy to position
samples for containerless processing. The Company's interest in the joint
venture was converted to an equity interest in Guigne Inc., the parent Company
of Guigne Technologies Ltd., effective January 1, 2000. The SpaceDRUMS facility
is complete and scheduled for launch to the ISS on Space Shuttle mission
STS-114. SpaceDRUMS will be installed in the U.S. space station laboratory
module Destiny as a permanent facility. It is designed to operate on the ISS for
five years, supporting space-based research experiments for NASA and commercial
customers.
Industry Overview
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The U.S. aerospace industry generated $148 billion in sales in calendar year
2002, the Aerospace Industries Association of America ("AIA") reports, down 3.2%
over $153 billion in 2001. AIA projects that sales will decline to $138 billion
in calendar year 2003. NASA and other federal agencies (excluding the Department
of Defense) will decrease space spending by $764 million to $15 billion in 2003.
In the commercial satellite industry, sales were strong through the mid-1990s
and peaked in 2000, followed by a slow down in 2001, according to Euroconsult.
The satellite market is expected to resume its growth, however, by 2004.
With an annual budget of $15 billion, NASA is responsible for the U.S. civilian
space program. Approximately 77% of SPACEHAB's fiscal year 2003 revenues came
from contracts with NASA and other government agencies. The agency's Space
Shuttle system and the ISS are the backbone of the U.S. Space program, and human
space flight programs account for almost half of the space agency's fiscal year
2002 budget. SPACEHAB plays a key role in the Space Shuttle and ISS programs,
providing its fleet of modules and carriers along with expertise in payload
integration, flight crew systems development and space station configuration
management to NASA, other U.S. and foreign government agencies, universities,
and businesses. SPACEHAB anticipates that demand for its modules and carriers to
support space-based research, space-station resupply and other flight
requirements will grow throughout ISS assembly and operations. Currently, the
Space Shuttle fleet is temporarily grounded pending resolution of the
investigation into the STS-107 Columbia orbiter disaster. Based on public
statements made by NASA subsequent to the year ended June 30, 2003, the Company
believes the Shuttle will return to flight however that return is expected to be
no earlier that March 2004.
The U.S. space program is focused on advancing scientific research, establishing
a permanent human presence in space, developing new technologies that contribute
to economic growth and security and fostering improved international relations
through peaceful cooperation in space with Europe, Japan, Russia and other
nations.
SPACEHAB is focused on two markets within the U.S. Space program: space support
services such as space station logistics and resupply, and microgravity and
space life sciences research, and ground operations and payload processing. The
microgravity environment of space provides a unique opportunity to study
physical, chemical, and biological processes without the influence of gravity.
Demand for access to a microgravity environment can be divided into two broad
categories: scientific research and commercial applications. Customers for SFS
supporting space-based research and development aboard the Space Shuttle and the
ISS include NASA, other government agencies, academic institutions, and private
companies. SPACEHAB provides single and double modules outfitted for laboratory
research as well as unpressurized cargo carriers equipped to carry research
projects and other payloads that do not require crew tending.
The ISS is the largest international engineering project ever undertaken. More
than a dozen nations, including the United States, Canada, Japan, Russia and
members of the European Union, are committed to building and operating the ISS.
Technical constraints and NASA funding limitations have delayed completion of
the ISS, and the agency has not yet committed to the final configuration of ISS
beyond the "core complete" phase, providing a space station crew of only three
and little crew time for research. Members of Congress, the science community,
and other constituencies are pressing NASA to commit to "assembly complete,"
accommodating a crew of six, without further delay and launch more frequent
Shuttle missions, in order to provide greater opportunities for space-based
research.
8
NASA is reviewing ISS planning and spending in order to determine how
to proceed toward completion of the project. The agency is expected to complete
its plan for return to flight in early 2004, and then revise its long term plan
with the International Partners no earlier than January 2004. Because the ISS is
expected to achieve the "core complete" configuration in approximately two
years, the emphasis of the ISS program is transitioning from assembly to
operations and utilization. In order to prepare for this new emphasis, the ISS
program office has announced its intent to consolidate its current contracts
into five to eight new contracts designed to optimize performance in operations
and utilization. Under the current plan these contracts will be awarded
beginning in October 2003. SPACEHAB's core competencies directly support at
least three of these consolidated contracts. The Company submitted proposals for
these three contracts in June and July 2003.
Competition
- -----------
SPACEHAB provides research, logistics, infrastructure and payload processing
services to NASA and other users of the Space Shuttle, ISS, and ELV's. In April
1998, NASA terminated the government-owned and operated Spacelab program, which
provided laboratory modules for Shuttle missions. SPACEHAB developed the RDM, a
commercial successor to Spacelab, under contract with Boeing (formerly McDonnell
Douglas Aerospace). SPACEHAB believed that the RDM would significantly
outperform Spacelab in technology, functionality and cost-effectiveness;
however, the RDM was lost in the Columbia orbiter accident in February 2003.
SPACEHAB's remaining modules are optimized for logistics, but also provide
significant laboratory capability for Shuttle missions. SFS is continuing
operations, supporting three of the next five Space Shuttle missions.
Boeing is NASA's prime contractor for the ISS, and United Space Alliance
("USA"), a joint Boeing-Lockheed Martin initiative, is NASA's prime contractor
for Space Shuttle operations. SPACEHAB routinely collaborates with Boeing and
USA on Shuttle and ISS support activities.
SPACEHAB maintains a strategic partnership with EADS. In August 1999, EADS
executed a SPACEHAB stock purchase that made it the largest single shareholder
in the Company. EADS also takes part in joint programs with SPACEHAB. The
Company's strategic relationships with Mitsubishi Corporation and Energia
provide additional opportunities for teaming and partnerships that management
believes will enable the Company to compete for greater market share.
SPACEHAB's SGS subsidiary competes with companies that provide operations
support, configuration management, and engineering and fabrication services to
NASA. These competitors include Boeing, Lockheed Martin, USA, Barrios
Technologies Inc., Hernandez Engineering Inc., Cimarron and Oceaneering Space
Systems.
SPACEHAB's Astrotech subsidiary company-owned payload processing facilities are
located in Florida and California. At present, Astrotech's U.S. competition is
limited to the California launch site at Vandenberg Air Force Base ("VAFB")
where Spaceport Systems International ("SSI") is located. SSI acquired surplus
U.S. Air Force ("USAF") facilities through a lease agreement with USAF at VAFB
before Astrotech established its facilities there. SSI does not have payload
processing facilities in Florida, where the majority of U.S. commercial
satellite launches occur.
SMI has no known direct competitors within the space product online retail
business sector.
Dependence on a Single Customer
- -------------------------------
Approximately $72.9 million or 77% of SPACEHAB's revenue in fiscal year 2003 was
generated by four NASA contracts - SFS's Research and Logistics Mission Support
("REALMS"), SGS's Flight Crew Systems Development ("FCSD"), International Space
Station Configuration Management ("ISS CM"), and Stowage Engineering and Decal
("SEDC") contracts.
A significant portion of the Company's revenue is currently generated from
contracts with NASA that, similar to contracts with other agencies of the U.S.
government, contain provisions pursuant to which NASA may terminate the contract
"for convenience." The Company's contracts with NASA depend upon the agency's
receipt of adequate annual appropriations from the U.S. Congress. Failure to
receive adequate funds could prompt NASA to terminate
9
its contracts with SPACEHAB "for convenience." For the government's fiscal year
ended September 30, 2003, Congress appropriated $15.0 billion for NASA,
including $1.5 billion for the ISS. There is no assurance that future funding
will be adequate for NASA to complete all of its initiatives including those
relating to contracts with SPACEHAB. In calendar year 2002, issues facing NASA
have included an ISS funding shortfall that has prompted the agency to defer
commitment to completion of the ISS beyond a "core complete" state and Space
Shuttle flight delays due to the discovery of flaws in engine parts. In February
2003, the crash of the Columbia orbiter and the subsequent investigation of the
crash have temporarily delayed launches of the entire NASA shuttle fleet.
SPACEHAB anticipates that a portion of future revenue will be derived from
contracts with entities other than agencies of the U.S. government that will not
be subject to federal contract regulations such as termination "for convenience"
or government funding restrictions.
Management believes that NASA, as well as future Space Shuttle and ISS programs
will continue to be funded and supported by the U.S. Government. Furthermore,
management believes that it is highly unlikely that any decision to discontinue
these programs would be made during the next twelve months. However, the Company
is subject to risks and uncertainties, including but not limited to, whether the
Company will fully realize the economic benefits under its NASA and other
customer contracts, the utilization of new commercial space assets, continued
deployment of the ISS technological difficulties, product demand and market
acceptance risks, the effect of economic conditions, uncertainty in government
funding, the impact of competition and delays and uncertainties in future Space
Shuttle and ISS programs, and resolution of the Company's indemnification claim
with NASA arising from the loss of the Columbia orbiter and its crew during the
STS-107 mission.
While the Astrotech, SFS and SGS contracts with commercial customers provide
additional revenue, SPACEHAB anticipates that contracts with NASA will continue
to account for a significant amount of the Company's revenue over the next
several years. There are no assurances that NASA will require SPACEHAB's
services in the future. A failure to execute new contracts with NASA would have
a material adverse effect on the Company's financial condition and results of
operations. SPACEHAB continues to work on diversifying its customer base to
include private companies.
Backlog
- -------
As of June 30, 2003, and June 30, 2002, the Company's contract backlog was
approximately $169.6 million and $211.5 million, respectively, of which $100.3
million and $116.9 million, respectively, represented U.S. government backlog
and $69.3 million and $94.0 million, respectively, represented non-U.S.
government contracts.
Contract History
- ----------------
SPACEHAB's initial business strategy focused on anticipating customer
requirements, investing capital to develop space-flight assets, contracting with
established aerospace companies for engineering and asset production, and
retaining ownership of these assets. This strategy enabled SPACEHAB to obtain
three significant space flight-services contracts with NASA to date: a $184.2
million Commercial Middeck Augmentation Module ("CMAM") contract for five
missions, a $91.5 million contract for four missions and three option missions
(all of which were exercised) to the Russian space station Mir, and a $241.5
million REALMS contract initially for four missions with pricing for six mission
configurations. SPACEHAB continues to operate under the REALMS contract, which
provides an opportunity for the Company to sell services to commercial customers
as well as to NASA on any mission at NASA's discretion. Contracts with
commercial customers on STS-95, STS-101, STS-107 and STS-123 account for
approximately $37.8 million in revenue.
The REALMS contract, signed in December 1997 and amended in October 1999,
requires SPACEHAB to provide single and double modules and unpressurized ICCs to
support research payloads and outfitting of the ISS. Four logistics missions and
two research missions have been flown under the REALMS contract. REALMS missions
under contract but not yet launched include: STS-112, research, launch date to
be determined; STS-116, logistics, launch date to be determined; and STS-118,
logistics, launch date to be determined. SPACEHAB is in negotiations with NASA
on an equitable adjustment for delays in launching missions STS-116 and STS-118
due to the Columbia accident. The equitable adjustment is a cost based contract
price adjustment to cover the period until the Shuttle returns to flight.
10
Additionally, SPACEHAB sells ICC services to The Boeing Company under the $19.9
million Unpressurized Payloads Accommodation Services (UPAS) contract. The UPAS
contract, signed in November 1999 and amended in November 2000, requires
SPACEHAB to provide unpressurized ICCs to support outfitting of the ISS. The
STS-102 mission was flown under UPAS in March 2001. The STS-114 mission is
currently under the UPAS contract and is scheduled to be flown no earlier than
March 2004. SPACEHAB is in negotiations with Boeing on an equitable adjustment
for delays in launching mission STS-114 due to the Columbia accident. The
equitable adjustment is a cost based contract price adjustment to cover the
period until the Shuttle returns to flight.
Revenue recognized under the REALMS contract and contracts with commercial
customers for fiscal year 2003, 2002 and 2001 is $46.8 million, $51.4 million
and $45.0 million, respectively.
SGS historically has operated primarily under the FCSD contract, a multi-task
cost-plus award and incentive-fee contract. NASA exercised a series of
extensions on the contract to extend the performance period of the contract to
December 2002. The revised total value of the contract as of April 30, 2003 was
$399.1 million. NASA opened elements of this contract for recompete for calendar
year 2003. SGS competed to continue performing this work, but was notified in
February 2003 that their recompete bid was not accepted. Contract work was
transitioned to the successful bidder in April 2003. Two NASA contracts have a
period of performance through December 2003, Crew Services and ISS Configuration
Management. SGS also provides stowage integration services and designs and
fabricates space flight hardware, such as crew equipment and crew quarters
habitability outfitting. SGS is responsible for configuration management support
to the ISS program under a contract won in a competitive bid in 2001. For fiscal
years 2003, 2002 and 2001, SGS recognized revenue of $34.7million, $40.8 million
and $53.5 million, respectively.
In fiscal year 2002, Astrotech completed a major facility expansion at its
Florida site at a cost of approximately $31 million, building a new Spacecraft
Processing Facility to support projected higher launch rates and larger sized
payloads and payload fairings associated with the Boeing Delta IV and Lockheed
Martin Atlas V launch vehicle system. In August 2001, Astrotech completed a $20
million financing of the expansion project. The new SPF, dedicated in October
2001, is intended to support all planned configurations of the Delta IV and
Atlas V.
In fiscal year 2000, SPACEHAB's Astrotech subsidiary completed negotiations of
long-term extensions to payload processing contracts with its two largest
customers, Boeing and Lockheed Martin. The total revenue under these contracts
is approximately $85 million. Astrotech also has payload processing contracts in
place with Sea Launch Company, LLC and Orbital Sciences Corporation. Astrotech
has successfully supported the processing of over 200 satellites since the
beginning operations in 1985 and continues to be recognized as the industry
leader in commercial satellite processing. For fiscal years 2003, 2002 and 2001,
Astrotech recognized revenues of $12.4 million, $9.9 million and $6.2 million,
respectively.
Research and Development
- ------------------------
SPACEHAB incurred $0.1 million, $0.4 million and $0.4 million in research and
development expenditures during fiscal years 2003, 2002 and 2001, respectively.
The Company spent $0.1 million in 2003 on miscellaneous research & development
projects, including the Next Generation Cargo Service.
Approximately $0.2 million of the Company's research and development
expenditures for fiscal year 2002 was spent on development of the Enterprise
module. The remainder of $0.2 million was spent on miscellaneous research and
development projects in 2002.
Approximately $0.1 million of the Company's research and development
expenditures for fiscal year 2001 was spent completing development of
Astrotech's Oriole sounding rocket program, and $0.2 million was spent on
development of a Lightweight Tunnel to replace and improve upon the pressurized
tunnel that NASA now uses to connect the Space Shuttle middeck to SPACEHAB
modules in the Shuttle's cargo bay. The remainder of $0.1 million was spent on
miscellaneous research and development projects.
11
Certain Regulatory Matters
- --------------------------
The Company is subject to federal, state and local laws and regulations designed
to protect the environment and to regulate the discharge of materials into the
environment. The Company believes that its policies, practices and procedures
are properly designed to prevent unreasonable risk of environmental damage and
consequential financial liability to the Company. Compliance with environmental
laws and regulations and technology export requirements has not had in the past,
and, the Company believes, will not have in the future, material effects on the
capital expenditures, earnings or competitive position of the Company.
Employees
- ---------
As of June 30, 2003, the Company and its wholly owned subsidiaries employed 258
regular full-time employees, 146 are employed by SGS, 78 are employed by
SPACEHAB, 28 are employed by Astrotech, and 6 are employed by SMI. Of these
employees, approximately 17% hold advanced degrees, including 2 individuals who
hold doctorate degrees. Additionally, a significant number of the Company's
employees have experience in both the space industry and/or governmental space
agencies, with a special expertise in commercial space and human space flight.
None of the Company's employees are covered by collective bargaining agreements.
Underlying all of SPACEHAB's efforts has been the dedication and skill of its
personnel. The Company believes that the dedication of its employees is critical
to its success and that its relations with its employees are excellent.
Item 2. Properties.
The Company and its wholly owned subsidiaries, Astrotech, SGS, and SMI,
currently occupy 10 locations. The corporate headquarters which had been located
at 300 D Street SW, Suite 814, Washington, DC 20024 was re-designated at 12130
State Highway 3, Webster, Texas 77598 in fiscal year 2002. The term of the
present lease for the D Street space expires on December 16, 2007. As of June
30, 2002, the Company sublet the entire D Street space through the end of the
term of the Company's lease. The Company is currently leasing space at 601
13/th/ Street N.W., Suite 900 South, Washington, DC 20005. The space consists of
5,920 square feet and the lease expires May 2006. There are 8 employees in
Washington, DC.
SPACEHAB has 92 employees encompassing executive management, sales and
marketing. SFS and SGS employees are located at 12130 State Highway 3, Webster,
Texas 77598. The facility consists of 90,867 square feet of office and
manufacturing space located near the Johnson Space Center. The lease expires on
March 15, 2006.
The Company's Flight Services payload processing facility, housing a 4-person
SPACEHAB operations team plus subcontractor ground operations teams of
approximately 35 persons, is located near the Kennedy Space Center in Cape
Canaveral, Florida. The facility is contained in an approximately 58,000 square
foot plant. The Company owns the building that houses the payload processing
facility but leases the land upon which it is constructed. The payload
processing facility has a clean room work area of approximately 24,000 square
feet. This work area is designed to accommodate the SPACEHAB Single and Double
Modules, as well as the unpressurized flight assets. This area includes 11
secure experiment/payload integration and work areas ranging in size from 300
square feet to 1,000 square feet each. In addition, the facility provides office
space, stock rooms, storage areas, a machine shop, an electrical shop,
conference rooms, and other miscellaneous accommodations. In July 1997, the
Company negotiated an agreement with the Canaveral Port Authority for the lease
of the land. The term of the lease is for a forty-three year period commencing
August 28, 1997. Upon expiration of the land lease, all improvements on the
property revert at no cost to the lessor.
SFS occupies 23,000 square feet of office space located at 6000 Technology Drive
in Huntsville, Alabama housing the Company's subcontractor personnel. The lease
expires on September 30, 2004.
Astrotech occupies two company-owned locations. Astrotech's headquarters and
Florida operations team, consisting of 18 personnel, are located in a
nine-building complex at 1515 Chaffee Drive, Titusville, Florida 32780. This
140,000 square foot facility supports non-hazardous and hazardous flight
hardware processing, payload storage and customer offices. The construction of
the new 50,000 square foot Spacecraft Processing Facility was completed in
12
March 2002. These buildings presently occupy one-third of the 62-acre property
owned by Astrotech, with one-third available for expansion and the remaining
one-third reserved for hazardous facility safety clearances.
Astrotech has a 2-person technical staff located on Vandenberg Air Force Base in
Santa Barbara County, California. Astrotech presently leases a 60-acre site on
the Base and owns four buildings comprising 18,800 square feet, dedicated to the
same functions provided at the Florida facility. The term of the present land
lease expires on July 13, 2013, with provisions to extend the lease at the
request of the lessee and the concurrence of the lessor. Upon final expiration
of the land lease, all improvements on the property revert, at the lessor's
option, to the lessor at no cost.
Additionally, Astrotech has eight employees who are housed at the Sea Launch
Home Port facility in Long Beach, California provided per the provisions of the
Astrotech contract with Sea Launch Company, LLC.
SGS occupies two additional locations. One is located at 555 Forge River Road,
Suite 150, Webster, Texas 77058. The office space houses 17 employees within a
31,114 square foot facility. This office lease expired on June 28, 2003 and was
extended on a monthly basis through August 31, 2003 when the operations were
consolidated into the facility at 12130 State Highway 3, Webster, Texas. SGS
also occupies approximately 9,826 square feet of space at 18100 Upper Bay Road,
Houston, TX 77058 that houses a 26-person engineering and laboratory team. The
lease expires on December 31, 2003.
Additionally, SGS has 77 employees who are housed at various government
facilities within the Houston area.
SMI, The Space Store, has 6 employees and occupies approximately 2,450 square
feet of space located at 1400 NASA Road One, Suite D, Houston, Texas 77058. The
lease expires in March 2008.
The Company believes that its current facilities and equipment are generally
well maintained and in good condition and are adequate for its present and
foreseeable needs.
Item 3. Legal Proceedings.
Pursuant to a stock purchase agreement entered into as of September 27, 2001,
escottVentures II, LLC ("ESV"), of Melbourne, Florida, purchased 5,914,826 newly
issued shares of SMI's Series A redeemable, convertible preferred stock for
$750,000. On June 21, 2002, ESV filed Case Number 1:02CV01236 in the U.S.
District Court for the District of Columbia against Space Media, Inc., SPACEHAB,
Inc., Shelley A. Harrison and Julia A. Pulzone (collectively, "Defendants").
This suit, relating to ESV's investment in Space Media, Inc., sought rescission
of the stock purchase agreement and return of its $750,000 investment, plus
unspecified expenses, consequential damages, exemplary and punitive damages,
prejudgment interest, and costs and disbursements, including attorney and expert
fees. The Defendants and ESV settled the suit through mediation. A stipulation
and order of dismissal was filed with the Court by the parties on January 22,
2003, following the payment of cash and issuance of restricted shares of
SPACEHAB common stock to ESV. ESV is no longer a shareholder of SMI.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of stockholders during the fourth quarter of
the year ended June 30, 2003.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The Company's common stock (the "Common Stock") trades on the NASDAQ National
Market System under the symbol "SPAB". The Common Stock has been publicly traded
since December 22, 1995, the date of the closing of the Company's initial public
offering. The quarterly high and low closing stock prices for fiscal years 2003
and 2002 are as follows:
13
Fiscal 2003 High Low
- ------------------------ -------- --------
First Quarter $ 1.050 $ 0.600
Second Quarter $ 1.010 $ 0.660
Third Quarter $ 1.040 $ 0.690
Fourth Quarter $ 1.130 $ 0.880
Fiscal 2002 High Low
- ------------------------ -------- --------
First Quarter $ 2.600 $ 1.370
Second Quarter $ 1.660 $ 0.600
Third Quarter $ 1.839 $ 0.730
Fourth Quarter $ 1.650 $ 1.000
The Company has never paid cash dividends. It is the present policy of the
Company to retain earnings to finance the growth and development of its business
and, therefore, the Company does not anticipate paying cash dividends on its
Common Stock in the foreseeable future.
The Company has authorized 30,000,000 shares of Common Stock. At June 30, 2003,
12,374,979 shares of Common Stock were outstanding. The Company had
approximately 2,696 shareholders of record and beneficial holders of its Common
Stock on June 30, 2003.
On August 2, 1999, EADS, a related party and a shareholder, purchased an
additional $12.0 million equity stake in SPACEHAB representing 1,333,334 shares
of Series B Senior Convertible Preferred Stock. Under the agreement, EADS, a
related party, purchased all of SPACEHAB's 975,000 authorized and unissued
shares of preferred stock. At the annual stockholders meeting held on October
14, 1999, the shareholders approved the proposal to increase the number of
authorized shares of preferred stock to 2,500,000, in order to complete the
transaction with EADS allowing them to purchase the additional 358,334 preferred
shares. The preferred stock purchase increased EADS's investment interest in
SPACEHAB to approximately 11.5%. The Series B Senior Convertible Preferred Stock
is: convertible at the holders' option on the basis of one share of preferred
stock for one share of common stock, entitled to vote on an "as converted" basis
the equivalent number of shares of common stock and has preference in
liquidation, dissolution or winding up of $9.00 per preferred share. No
dividends are payable on the convertible preferred shares.
On March 25, 2003 the Board of Directors authorized the Company to repurchase up
to $1.0 million of the Company's outstanding common stock at market prices. Any
purchases under the Company's stock repurchase program may be made from
time-to-time, in the open market, through block trades or otherwise in
accordance with applicable regulations of the Securities and Exchange
Commission. As of June 30, 2003, the Company had repurchased 109,800 shares at a
cost of $111,495. The Company will continue to evaluate the stock repurchase
program and the funds authorized for the program.
Sales of Unregistered Securities
- --------------------------------
During fiscal year 2003, the Company did not issue any unregistered securities.
Item 6. Selected Financial Data.
The selected financial data presented below are derived from the audited
consolidated financial statements of SPACEHAB. This selected financial
information should be read in conjunction with the Consolidated Financial
Statements of the Company and the notes thereto included elsewhere in this
report.
14
Year Ended Year Ended Year Ended Year Ended Year Ended
June 30 June 30 June 30 June 30 June 30
-----------------------------------------------------------------------------
1999 2000 2001 2002 2003
-----------------------------------------------------------------------------
(in thousands, except per share data)
Statement of Operations Data:
Revenue $ 107,720/1/ $ 105,708 $ 105,254 $ 102,773 $ 94,963
Costs of revenue 89,283 87,931 92,243 81,767 78,791
-----------------------------------------------------------------------------
Gross profit 18,437 17,777 13,011 21,006 16,172
Selling, general and
administrative expenses 14,599 17,832/3/ 21,796 18,737 13,098
Loss of Research Double Module -- -- -- -- 50,268
Goodwill impairment -- -- -- -- 11,925
Asset impairment charge -- -- -- -- 16,143
Loss on subleases -- -- -- 770/6/ --
Research and development expenses 3,636 2,440/4/ 393 383 118
-----------------------------------------------------------------------------
Income (loss) from operations 202 (2,495) (9,178) 1,116 (75,380)
Interest expense, net of
capitalized amounts and interest
and other income 4,905 3,773 4,804 5,533 7,252
Net loss (2,589) (3,844) (12,785)/5/ (2,367) (81,775)
Net loss per common share - basic
and diluted ($ 0.23) ($ 0.34) ($ 1.12) ($ 0.20) ($ 6.66)
Shares used in computing net
loss per common share - basic and
diluted 11,185 11,273 11,400 11,884 12,285
Other Data:
Cash provided by (used in)
operations ($ 6,331) $ 1,424 $ 17,124 $ 8,592 $ 19,780/7/
Total investing activities 58,619/2/ 29,794 23,076 13,716 14,630
Balance Sheet Data (at period end):
Working capital (deficiency) $ 12,374 ($ 1,601) ($ 41,424) ($ 22,022) ($ 4,750)
Total assets 204,346 225,109 222,477 220,826 121,356
Long-term debt, excluding current
portion 78,810 75,901 64,589 82,416 78,110
Stockholders' equity 94,165 102,702 90,356 87,670 5,090
/1/ Includes revenues of $58.4 million generated by JE subsequent to its
acquisition on July 1, 1998.
/2/ Includes $24.7 million of consideration for the purchase of JE and a $1.4
million investment in a joint venture.
/3/ Includes approximately $1.8 million of expenses associated with the startup
of SMI.
/4/ Includes approximately $0.5 million of expenses associated the Enterprise
module.
/5/ Includes approximately $3.3 million of non-cash expense to record a full
valuation allowance on the Company's deferred tax asset.
/6/ Includes approximately $0.8 million of non-cash expenses related to
subleasing of excess facilities.
/7/ Includes approximately $17.7 million of insurance proceeds related to the
loss of the RDM.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
SPACEHAB, Incorporated ("SPACEHAB" or "the Company") was incorporated in 1984 to
commercially develop space habitat modules to operate in the cargo bay of U.S.
National Aeronautics and Space Administration's ("NASA") Space Shuttles.
SPACEHAB Flight Service ("SFS"), along with SPACEHAB Government Services
("SGS"), Astrotech Space Operations, Inc. ("Astrotech") and Space Media, Inc.
("SMI") subsidiaries define the Company.
15
SPACEHAB Flight Services generates revenue by providing a turnkey service that
includes access to the modules and unpressurized cargo carriers and integration
and operations support to scientists and researchers responsible for the
experiments and/or logistics supplies for module missions aboard the Space
Shuttle. Revenue generated under the Research and Logistics Mission Support
("REALMS") Contract, and under new contract awards for which the capability to
successfully estimate costs and complete the contract can be demonstrated at
contract inception, is recognized under the percentage-of-completion method and
is being reported based on costs incurred over the period of the contract.
SGS primarily operated under the Flight Crew System Development ("FCSD")
Contract which was a $399.1 million multi-task cost-plus award and incentive-fee
contract. The contract commenced in May 1993 and concluded in April 2003.
Portions of the contract were under recompete and those portions were awarded to
another bidder and transitioned to that successful bidder in April 2003. Two of
the original seven FCSD tasks remain under new contracts with SGS. SGS has bid
on a number of International Space Station ("ISS") contracts that are expected
to be awarded in October 2003. SGS performs services under a cost-plus award and
incentive-fee contracts directed by NASA.
Astrotech revenue is generated from various multi-year, fixed-price contracts
with launch service providers. The services and facilities Astrotech provides to
its customers support the final assembly, checkout and countdown functions
associated with preparing a satellite for launch. This preparation includes: the
final assembly and checkout of the satellite, check-out and installation of the
solid rocket motors, loading of the liquid propellants, encapsulation of the
satellite in the launch vehicle payload fairings, payload transportation to the
launch pad and command and control of the satellite during pre-launch countdown.
Under the multi-year contracts for payload processing services with commercial
launch vehicle providers, revenue is billed and recognized on a quarterly basis
as costs are incurred. Costs incurred by Astrotech are recognized as incurred.
The revenue generated from other payload support contracts, such as those with
NASA, is recognized ratably over the occupancy period of the satellites in the
Astrotech facilities.
On April 11, 2000, SPACEHAB announced the formation of SMI, a wholly-owned
subsidiary intended to create proprietary space-themed content for education and
commerce. In fiscal year 2000, SMI acquired The Space Store, an online retail
operation, anticipating that e-commerce could become an integral part of its
Internet business. The Space Store currently offers space-related products
through its website, www.spacestore.com, and a retail facility in Houston,
Texas, near NASA's Johnson Space Center. In fiscal year 2001, SMI focused on
content development and subscription expansion for STARS Academy(TM), corporate
promotion and advertising opportunities, and creation of a library of content
for redistribution through various media channels. STARS Academy is a global
education program offering students opportunities to learn about and even
participate in research aboard NASA's Shuttle and the ISS. As part of Space
Media, the STARS Program launched six student-designed experiments for schools
in Australia, China, Israel, Japan, Liechtenstein and the United States on Space
Shuttle mission STS-107 in January 2003.
The Company's revenues for the year ended June 30, 2003 were primarily generated
from the REALMS contract and contracts with related commercial customers in its
SPACEHAB Flight Services segment with one mission flown in January 2003, and the
FCSD contract with SGS. The Company's revenues for the year ended June 30, 2002
were primarily generated from the REALMS contract and contracts with related
commercial customers, with one mission flown in August 2001, and the FCSD
contract with SGS. The Company's revenues for the year ended June 30, 2001 were
primarily generated from the REALMS contract and contracts with related
commercial customers, with two missions flown in September 2000 and March 2001,
and the FCSD contract with SGS.
Costs of revenue include integration and operations expenses associated with the
performance of two types of efforts: (i) sustaining engineering in support of
all missions under a contract and (ii) mission specific support. Costs
associated with the performance of the contracts using the
percentage-of-completion method of revenue recognition are expensed as incurred.
Costs associated with the cost-plus award and incentive-fee contracts are
expensed as incurred by SGS. Other costs of revenue include depreciation expense
and costs associated with the Astrotech payload processing facilities. Flight
related insurance covering transportation of the SPACEHAB Modules from
SPACEHAB's payload processing facility to the Space Shuttle, in-flight insurance
and third-party liability insurance
16
are also included in costs of revenue and are recorded as incurred. Selling,
general and administrative and interest and other expenses are recognized when
incurred.
Critical Accounting Policies
- ----------------------------
Revenue Recognition. SPACEHAB's Flight Services business unit's revenue is
derived primarily from long-term fixed-price contracts with the U.S. Government
and commercial customers. Revenue under these contracts is recognized using the
percentage of completion method of accounting. Such revenues are recorded based
on the percentage of costs incurred in the applicable reporting period as
compared to the most recent estimates of costs to complete each mission.
Estimating future costs and, therefore, revenues and profits, is a process
requiring a high degree of management judgment. Management bases its estimate on
historical experience and on various assumptions that are believed to be
reasonable under the circumstances including the negotiation of an equitable
adjustment, added to the contract as a pricing amendment, due to the delay in
the return to flight. The contract amendment is in accordance with the terms of
the REALMS contract. Costs to complete include, when appropriate, material,
labor, subcontracting costs, lease costs, commissions, insurance and
depreciation. Reviews of the status of contracts are performed by business
segment personnel through periodic contract status and performance reviews. In
the event of a change in total estimated contract cost or profit, the cumulative
effect of such change is recorded in the period in which the change in estimate
occurs.
Goodwill. In assessing the recoverability of goodwill and other intangibles, the
Company must make assumptions regarding the estimated future cash flows and
other factors to determine the fair value of the respective assets. If and when
these circumstances or their related assumptions change in the future, the
Company may be required to record impairment charges for these assets. The
Company adopted Statement of Financial Standards No. 142, "Goodwill and Other
Intangible Assets", on July 1, 2002, under which the Company ceased to amortize
goodwill and will be required instead to analyze goodwill at least annually for
impairment issues. Goodwill impairment tests will be conducted in April of each
fiscal year.
Long-Lived Assets. In assessing the recoverability of long-lived assets, fixed
assets, assets under construction and intangible assets, the Company evaluates
the recoverability of those assets in accordance with the provisions of
Statements of Financial Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". This Statement requires that certain long-lived
fixed assets of the Company be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the asset exceeds the fair value of the asset. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less costs to
sell.
Results of Operations
- ---------------------
Fiscal Year Ended June 30, 2003 as Compared to the Fiscal Year Ended June 30,
2002
Revenue. The Company's revenue decreased 8% from last year to approximately
$95.0 million for the year ended June 30, 2003, as compared to $102.8 million
for the year ended June 30, 2002. For the year ended June 30, 2003, $46.7
million was recognized from the REALMS Contract and related commercial
customers, $34.8 million from SGS, $12.4 million from Astrotech, and $1.1
million from SMI. For the year ended June 30, 2002, $51.4 million was recognized
from the REALMS Contract and related commercial customers, $40.8 million from
SGS, $9.9 million from Astrotech, and $0.7 million from SMI. The decrease in
revenue under the REALMS Contract and related commercial customers is
attributable to the completion of STS-107, mix of missions under contract and
the delay in contracted missions due to the STS-107 accident, which resulted in
a decrease in margin due to the impact of the equitable adjustment. The decrease
in revenue at SGS is due to the close-out of the FCSD contract completed April
30, 2003. The revenue increased at Astrotech is due to an escalation in several
commercial contracts in the year ended June 30, 2003 as compared to the same
period last year and additional billings under its long term contracts. Revenue
at SMI increased due to higher volume of goods sold, in part STS-107 memorabilia
sales at the Space Store.
17
Costs of Revenue. Costs of revenue for the year ended June 30, 2003 decreased
slightly to approximately $78.8 million, as compared to $81.8 million for the
year ended June 30, 2002. For the year ended June 30, 2003, $35.2 million of
costs were for integration and operation costs under the REALMS Contract and
related commercial customers, $30.9 million for cost of revenue at SGS, $5.5
million for integration and operations at Astrotech, $0.5 million for SMI, and
depreciation of $6.7 million. In contrast, the primary costs of revenue for the
year ended June 30, 2002 included $29.8 million of costs for integration and
operation costs under the REALMS Contract and related commercial customers,
$37.5 million for costs of revenue at SGS, $4.2 million for integration and
operations at Astrotech, $0.5 million for costs of revenue at SMI and
depreciation of $9.7 million. Costs of revenue increased under REALMS due to the
increased work on STS-116, STS-118 and STS-114 missions, partially offset by the
close-out of STS-107. Additionally, there was an additional $1.5 million in
Integrated Cargo Carrier ("ICC") and Vertical Cargo Carrier ("VCC") lease costs
this year compared to the same period last year primarily due to a full year of
VCC lease costs in fiscal 2003. Costs decreased at SGS due to the close-out of
the FCSD contract and the elimination of the direct work force required to
support the contract operations. Costs increased at Astrotech primarily due to
increased facilities costs, as a result of its new building in full operation
for the entire fiscal year. Costs increased at SMI due to the memorabilia sales
increase.
Operating Expenses. Operating expenses increased significantly to approximately
$91.6 million for the year ended June 30, 2003, as compared to $19.9 million for
the year ended June 30, 2002. Operating expenses include the Research Double
Module ("RDM") loss of $50.3 million, goodwill impairment of $11.9 million, and
asset impairment of $16.1 million. On February 1, 2003 the Company's RDM was
destroyed in the tragic STS-107 accident. The net book value of the RDM was
$67.9 million which was partially offset by commercial insurance proceeds of
$17.7 million. As a result of the loss of the recompete of the FCSD contract at
SFS, during the three months ended March 31, 3003, a goodwill impairment test
was performed . The impairment test indicated that the goodwill at SGS was
impaired and a $11.9 million impairment charge of goodwill was recorded. Due to
the uncertainties in the human space flight programs following the STS-107
accident, the company decided to no longer fund certain work in process flight
assets and recorded an impairment charge of $16.1 million. The remaining
selling, general and administrative ("SG&A") expenses decreased $5.7 million
from the year ended June 30, 2002 due primarily to Company wide cost reduction
actions. SMI's expenses decreased $1.0 million associated with the downsizing of
the SMI operation during the year ended June 2002. Operating expenses at
SPACEHAB were reduced by $0.6 million in compensation and benefits due to staff
reductions, $1.6 million in facilities and $0.5 in depreciation and other
expenses. Astrotech's operating expenses decreased $0.4 million due to no longer
recording amortization of goodwill of $0.2 and reduction of $0.2 million in
financing fees that occurred in fiscal year 2002. SGS's operating expenses
decreased by $2.6 million due to the closing of the Huntsville operation
partially offset by increased bid and proposal expenses on the FCSD and
International Space Station ("ISS") contracts. In the year ended June 30, 2002,
the Company recognized $0.8 million of expenses for excess facilities that have
been sublet.
Research and development costs for the year ended June 30, 2003 as compared to
the year ended June 30, 2002 were immaterial at approximately $0.1 million and
$0.4 million, respectively.
Interest Expense, Net of Capitalized Interest. Interest expense was
approximately $7.2 million and $8.0 million for the years ended June 30, 2003
and June 30, 2002, respectively. The decrease was primarily due to the fact that
no interest expense was capitalized in 2003 as compared to $1.3 million of
capitalized interest in 2002. In addition, fiscal year 2003 includes a full year
of interest on the mortgage loan payable. Interest was capitalized on the
in-progress construction of the Company's modules and payload processing
facilities in 2002.
Interest and Other Income, Net. Interest and other income for the year ended
June 30, 2003 was immaterial and was $1.2 million for the year ended June 30,
2002. The Company recognized a gain of approximately $1.1 million on the sale of
the Oriole Sounding Rocket assets during the year ended June 30, 2002. Interest
income is earned by the Company through the short-term investment of available
funds and was immaterial for fiscal years 2003 and 2002. During fiscal year
2003, the Company invested the proceeds of its commercial insurance policy from
the loss of the RDM flight asset.
Net Loss. The net loss for the year ended June 30, 2003 was approximately $81.8
million, or $6.66 per share (basic and fully diluted EPS), on 12,285,467 shares
as compared to approximately $2.4 million, or $0.20 per share (basic
18
and fully diluted EPS), on 11,884,309 shares for the year ended June 30, 2002.
The net loss for the year ended June 30, 2003 included $78.3 million of non-cash
charges relating to the loss of the RDM, goodwill impairment and asset
impairment. The net loss for the year ended June 30, 2002 included a non-cash
charge of $0.8 million for the loss on excess facilities in Washington, DC and
Houston, TX. As of June 30, 2003 the Company had approximately $47.6 million of
available net operating loss carryforwards expiring between 2008 and 2023 to
offset future regular taxable income.
The effects of inflation and changing prices have not significantly impacted the
Company's revenue or income from continuing operations during the years ended
June 30, 2003 and 2002.
Fiscal Year Ended June 30, 2002 as Compared to the Fiscal Year Ended June 30,
2001
Revenue. The Company's revenue decreased slightly from last year at
approximately $102.8 million for the year ended June 30, 2002, as compared to
$105.3 million for the year ended June 30, 2001. For the year ended June 30,
2002, $ 51.4 million was recognized from the REALMS Contract and related
commercial customer, $40.8million from SGS, $9.9 million from Astrotech and $0.7
million from SMI. For the year ended June 30, 2001, $45.0 million was recognized
from the REALMS Contract and related commercial customers, $53.5 million from
SGS, $6.2 million from Astrotech and $0.5 million from SMI. The increase in
revenue under the REALMS Contract and related commercial customers is due
primarily to an increase in contract value resulting from the extended launch
date of STS-107. Revenue at SGS declined primarily due to the deletion of
certain tasks under the FCSD contract partially offset by an increase in
commercial contract revenue. Astrotech's revenue increase is due primarily to
the structure of the multi-year contracts with its two largest customers, Boeing
and Lockheed, whereby revenue is billed and recognized on a quarterly basis for
cost incurred. SMI's revenue increase is primarily the result of the increased
revenue generated by The Space Store.
Costs of Revenue. Costs of revenue for the year ended June 30, 2002 decreased
11% to approximately $81.8 million, as compared to $92.2 million for the year
ended June 30, 2001. For the year ended June 30, 2002, $29.8 million of costs
were for integration and operation costs under the REALMS contract and related
commercial customers, $37.5 million for cost of revenue at SGS, $4.2 million for
integration and operations at Astrotech, $0.5 million for SMI and depreciation
of $9.7 million. In contrast, the primary costs of revenue for the year ended
June 30, 2001, $31.1 million of costs were for integration and operation costs
under the REALMS contract and related commercial customers, $49.8 million for
cost of revenue at SGS, $4.3 million for integration and operations at
Astrotech, $0.4 million for cost of revenue at SMI and depreciation of $6.6
million. Cost of revenue decrease under the REALMS Contract and related
commercial customers contracts primarily as the result of the mix of missions
flown and cost savings due to launch date extensions. Cost of revenue at SGS
decreased primarily due to the deletion of certain tasks under the FCSD contract
partially offset by increased costs under its commercial contracts. SGS
recognized costs in excess of revenue of $1.0 million for a commercial contract.
Cost of revenue remains relatively unchanged at Astrotech. Cost of goods sold at
SMI increased primarily due to the increase of sales at The Space Store.
Depreciation increased due primarily to the inclusion of a full year of
depreciation on the RDM for the year ended June 30, 2002.
Operating Expense. Operating expenses decreased by 10% to approximately $19.9
million for the year ended June 30, 2002, as compared to $22.2 million for the
year ended June 30, 2001. Selling, general and administrative ("SG&A") expenses
decreased $2.3 million from the year ended June 30, 2001 due primarily to
Company wide cost reduction actions. SMI's expenses decreased approximately $3.3
million associated with the downsizing of the SMI operation partially offset by
$2.0 million of increased expenses associated with the Company's bid and
proposal efforts to win the NASA Microgravity contract. In addition, the Company
recognized a loss of $0.8 million for excess facilities that have been sublet.
Astrotech's SG&A expenses decreased approximately $0.2 million due to staff and
facility cost reductions relative to the sale of the sounding rocket business.
SG&A at SPACEHAB was reduced by approximately $0.3 million due to a reduction in
depreciation expense for assets that reached the end of their depreciable lives.
SG&A expenses at SGS decreased by approximately $1.0 million due primarily to a
reduction in facilities costs of $0.3 million, reduction in bid and proposal
costs of $0.1 million, reduction in management information expenses of $0.3
million and approximately $0.3 million in other expense categories. SG&A
expenses relative to Enterprise decreased approximately $0.2 million.
19
Research and development costs for the year ended June 30, 2002 as compared to
the year ended June 30, 2001 were essentially unchanged at approximately $0.4
million and $0.4 million, respectively.
Interest Expense, Net of Capitalized Interest. Interest expense was
approximately $8.0 million and $7.5 million for the years ended June 30, 2002
and June 30, 2001, respectively. In the year ended June 30, 2002, the Company
incurred interest on the mortgage for the Astrotech facility expansion. $1.3
million of interest expense was capitalized in 2002 as compared to $2.7 million
in 2001. Interest is capitalized on the in-progress construction of the
Company's modules and payload processing facilities.
Interest and Other Income, Net. Interest and other income was approximately $1.2
million and $0.3 million for the years ended June 30, 2002 and 2001,
respectively. The Company recognized a gain of approximately $1.1 million on the
sale of the Oriole Sounding Rocket assets during the year ended June 30, 2002.
Interest income is earned by the Company through the short-term investment of
available funds.
Net Loss. The net loss for the year ended June 30, 2002 was approximately $2.4
million, or $0.20 per share (basic and fully diluted EPS), on 11,884,309 shares
as compared to approximately $12.8 million, or $1.12 per share (basic and fully
diluted EPS), on 11,400,482 shares for the year ended June 30, 2001. The net
loss for the year ended June 30, 2002 included a non-cash charge of $ 0.8
million for the loss on excess facilities in Washington, DC and Houston, TX. The
net loss for the year ended June 30, 2001 included a $3.3 million non-cash
charge to record a full valuation allowance on the Company's deferred tax asset.
Income tax benefit for the year ended June 30, 2001 was ($0.9) milliom. As of
June 30, 2002, the Company had approximately $40.7 million of available net
operating loss carry-forwards expiring between 2007 and 2021 to offset future
regular taxable income.
The effects of inflation and changing prices have not significantly impacted the
Company's revenue or income from continuing operations during the years ended
June 30, 2002 and 2001.
Liquidity and Capital Resources
- -------------------------------
The Company has incurred net losses in the years ended June 30, 2003, 2002 and
2001. The Company's loss in 2003 includes a $50.3 million nonrecurring charge
related to the loss of the RDM discussed above, an asset impairment charge of
approximately $16.1 million and a goodwill impairment charge of approximately
$11.9 million. The Company has historically financed its capital expenditures,
research and development and working capital requirements with milestone
payments under its various contracts, as well as with proceeds received from
private debt and equity offerings and borrowings under credit facilities. During
December 1995, SPACEHAB completed an initial public offering of Common Stock
(the "Offering"), which provided the Company with net proceeds of approximately
$43.5 million.
On October 21, 1997, the Company completed a private placement offering of
convertible subordinated notes payable (the "Notes Offering"), which provided
the Company with net proceeds of approximately $59.9 million which has been
used, in part, for capital expenditures associated with the development and
construction of space related assets, the purchase of JE on July 1, 1998, and
for general corporate purposes.
On August 9, 2000, the Company entered into a $15 million revolving credit
facility with a financial institution, which provided a working capital line of
credit with a letter of credit sub-limit of $10.0 million (the "New Credit
Facility"). This New Credit Facility replaced the $10 million Revolving Line of
Credit. Certain assets of the Company collateralize the New Credit Facility. The
term of the new agreement was through August 2003. In conjunction with the
Astrotech financing, discussed below, of its Satellite Processing Facility in
Titusville, Florida in August 2001, the terms of the New Credit Facility were
amended. Space Media, Inc. is no longer a party to the New Credit Facility and
the maximum amount allowable to be drawn under the New Credit Facility was
reduced to $3.0 million in May 2002. Effective December 31, 2001, the New Credit
Facility was further amended. Certain collateral was released by the financial
institution and the maximum amount allowable to be drawn under the New Credit
Facility was to be reduced each month beginning January 1, 2002 through July 1,
2002. On July 31, 2002, the New Credit Facility was repaid and expired.
20
On August 29, 2002 the Company entered into a $5.0 million line of credit with a
new financial institution. This credit facility replaces the New Credit
Facility. The term of this new credit facility is through June 2005. As of June
30, 2003, no amounts were drawn on this line of credit. For the year ended June
30, 2003, the Company obtained waivers for the covenant compliance of the new
credit facility. Covenants include, but are not limited to, leverage ratio,
tangible capital funds and liquidity ratio. The covenants were revised to
eliminate certain covenants and to include a liquidity ratio and a limited
pledge of $5.6 million of the Company's investment account.
In July 1997, Astrotech obtained a five-year term loan (the "Term Loan
Agreement"), which is guaranteed by SPACEHAB, and provides for loans of up to
$15.0 million for general corporate purposes and equipment financing. In
conjunction with the Astrotech financing of its satellite processing facility in
Titusville, Florida in August 2001, $3.1 million of the Term Loan Agreement was
repaid. As of June 30, 2003, the Term Loan Agreement was repaid in full.
On November 15, 2001 the Company entered into an agreement with Alenia Spazio
S.P.A. ("Alenia") to restructure the terms of its $11.9 million debt. The terms
of the restructure provide for a $3.0 million payment of principal and interest
on December 31, 2001 and quarterly amortization of the remaining principal
beginning March 2002 through December 2003. In addition, the interest rate was
reduced to 8% effective January 1, 2002. The outstanding balance is $2.0 million
as of June 30, 2003.
On August 2, 1999, EADS GmbH ("EADS"), a related party and shareholder,
purchased an additional $12.0 million equity stake in SPACEHAB representing
1,333,334 shares of Series B Senior Convertible Preferred Stock. Under the
agreement, EADS purchased all of SPACEHAB's 975,000 authorized and unissued
shares of preferred stock. At the annual stockholders meeting held on October
14, 1999, the shareholders approved the proposal to increase the number of
authorized shares of preferred stock to 2,500,000, in order to complete the
transaction with EADS allowing them to purchase the additional 358,334 preferred
shares. The preferred stock purchase increased EADS's investment voting interest
in SPACEHAB to approximately 11.5%. The Series B Senior Convertible Preferred
Stock is: convertible at the holders' option on the basis of one share of
preferred stock for one share of common stock, entitled to vote on an "as
converted" basis the equivalent number of shares of common stock and has
preference in liquidation, dissolution or winding up of $9.00 per preferred
share. No dividends are payable on the convertible preferred shares.
Cash Flows From Operating Activities. Cash provided by operations for the years
ended June 30, 2003, 2002, and 2001 was $19.8 million, $8.6 million and $17.1
million, respectively. For the year ended June 30, 2003, the significant items
affecting cash provided by operating activities, other than the net loss, were
primarily the result of $78.3 million of non-cash charges for the loss of the
RDM, asset impairment and goodwill impairment. In addition the Company received
$17.7 million of commercial insurance proceeds related to the loss of the RDM.
Depreciation and amortization was approximately $9.4 million for the period
ended June 30, 2003. Deferred revenue decreased $8.9 million for three missions
under contract, STS-116, STS-118 and STS-114. For the year ended June 30, 2002,
the significant items affecting cash provided by operating activities, other
than the net loss, were primarily the result of depreciation and amortization of
$13.4 million, a non-cash charge of approximately $0.8 million to record a loss
on subletting two facilities, a decrease in accounts payable of $6.1 million and
a decrease in accounts receivable of $4.2 million. For the year ended June 30,
2001, the significant items affecting cash provided by operating activities,
other than the net loss, were primarily the result of deprecation and
amortization of $10.6 million, a non-cash charge of approximately $3.3 million
to record a full valuation allowance against the Company's deferred tax asset,
an increase in deferred revenue of $11.0 million, primarily related to equitable
adjustment payments for STS-107, and a decrease in accounts receivable of $8.4
million.
Cash Flows Used in Investing Activities. For the years ended June 30, 2003,
2002, and 2001, cash flows used in investing activities were $14.6 million,
$13.2 million and $23.1 million, respectively. During the year ended June 30,
2003, the primary change in the cash used in investing activities was due to the
increase in the Company's investments of $14.0 million primarily as the result
of the commercial insurance received for the loss of the RDM. The Company's
expenditures for flight assets under construction were minimal. Approximately
$1.3 million was spent for buildings under construction and equipment, primarily
for the expansion of Astrotech's payload processing facilities in Titusville,
Florida. The remainder of capital expenditures was for flight assets. During the
year ended June 30, 2002, the Company's expenditures for flight assets under
construction relate primarily to the completion of
21
the VCC for sale to EADS, adapter plates for unpressurized ICC and VCC missions
and for additional development work on the Enterprise module. Approximately,
$15.4 million was spent for buildings under construction and equipment,
primarily for the expansion of Astrotech's payload processing facilities in
Titusville, Florida. The Company received $4.4 million in services payments for
the sale of its VCC assets to EADS completing the last phase of its asset sale
and received $1.4 million in cash, primarily for the Oriole Sounding Rocket
business and the Clear Lake Industries sales. During the year ended June 30,
2001, the Company's expenditures for flight assets under construction relate
primarily to the completion of the RDM, which was placed in service in April
2001 and expenditures for the Enterprise module. Approximately, $8.9 million was
spent for buildings under construction, primarily for the expansion of
Astrotech's payload processing facilities in Titusville, Florida. The Company
received $7.6 million in cash for the sale of its ICC assets to EADS.
Cash Flows From Financing Activities. For the years ended June 30, 2003, 2002,
and 2001, cash flows (used in) provided by financing activities were $(6.5)
million, $7.2 million and ($1.0) million, respectively. During the year ended
June 30, 2003 the Company repaid approximately $6.3 million of debt including
the New Credit Facility which expired and was repaid in July 2002. During the
year ended June 30, 2002 the Company received $20.0 million related to the
financing of the Astrotech payload processing facility in Titusville, Florida
and repaid approximately $0.9 million of the loan. The Company repaid $4.0
million of the loan payable, $4.0 million of the note payable and repaid in full
$0.3 million of the note payable to insurers. In addition the Company repaid
$4.6 million of the New Credit Facility and subsequent to the year ended June
30, 2002, repaid the New Credit Facility. During the year ended June 30, 2001,
the Company borrowed $2.25 million under the New Credit Facility and repaid $3.6
million of debt.
The Company's liquidity has been constrained over the previous two fiscal years.
A significant portion of this constraint arose from funding of new operations
and assets in development to support future Company growth, funding a portion of
the construction cost of the Astrotech Florida facility and funding of required
debt repayments. In addition, the Company was committed to capital investments
to complete certain flight assets.
Beginning in the third quarter of fiscal year 2001, management began an
aggressive multi-faceted plan to improve the Company's financial position and
liquidity. This plan included restructuring and repayment of certain debt
obligations.
Under this plan, the Company undertook extensive efforts to reduce cash required
for both operations and capital investments. Additionally, the Company completed
planned divesting of non-core assets. Development and construction of new assets
is currently limited to those assets required to fulfill existing commitments
under contracts. The Company has no further on-going commitments to fund
development or construction of any asset. The Company completed the planned
restructuring of certain debt obligations and continues to focus on reducing its
outstanding debt. Management completed the implementation of the plan in the
fourth quarter of fiscal year 2002.
On March 25, 2003 the Board of Directors authorized the Company to repurchase up
to $1.0 million of the Company's outstanding common stock at market prices. Any
purchases under the Company's stock repurchase program may be made from
time-to-time, in the open market, through block trades or otherwise in
accordance with applicable regulations of the Securities and Exchange
Commission. As of June 30, 2003, the Company had repurchased 109,800 shares at a
cost of $111,495. The Company will continue to evaluate the stock repurchase
program and the funds authorized for the program.
The Company was under contract with NASA to support the STS-107 mission on its
Columbia orbiter. The mission utilized the Company's RDM flight asset. On
February 1, 2003 the RDM was lost in the tragic STS-107 accident. The RDM was
partially covered by commercial insurance. During the three months ended March
31, 2003, the Company received $17.7 million from commercial insurers. The
Company does not plan on replacing the RDM. The Company has two additional
modules available to support the Company's current NASA contracts. The Company
has invested the majority of the commercial insurance proceeds in U.S. Treasury
securities, Federal sponsored agencies and repurchase agreements collateralized
by U.S. Treasury securities in order to safeguard capital and provide ready
liquidity. In July 2003 the Company submitted a detailed claim in draft to NASA
for recovery of its RDM investment in the amount of $87.0 million. The claim is
anticipated to be revised in the first quarter of fiscal year 2004 to
incorporate the findings of the Columbia Accident Investigation Board, and upon
revision will be refiled with NASA. The Company believes it has a basis
22
for recovery of the loss from NASA but there can be no assurance as to the
timing or the amount, if any, to be received from the claim. Upon resolution of
the claim, any proceeds from NASA would be recorded in the period in which the
claim is resolved.
Management continues to focus its efforts on improving the overall liquidity of
the Company through identifying new business opportunities within the areas of
the Company's core competencies, reducing operating expenses and limiting cash
commitments for future capital investments and new asset development. SPACEHAB
Government Services is pursuing significant new contracts to provide service for
the International Space Station. In the event that SPACEHAB Government Services
is not successful in its effort to secure additional contracts, management would
further rightsize the Company's cost structure and evaluate remaining long-lived
assets and goodwill. The Company has continued to restrict new capital
investment and new asset development, limiting projects to those required to
support current contracts and facility maintenance. Additionally, management
continues to evaluate operating expenses in an effort to reduce or eliminate
costs not required to effectively operate the Company.
The Company's cash and short-term investments are approximately $15.3 million as
of June 30, 2003. Management believes that the Company has sufficient liquidity
to fund ongoing operations for at least the next fiscal year but may experience
a reduction in cash balances during fiscal year 2004 to fund its operating and
financing activities. The Company also expects to utilize existing cash and any
potential payment from NASA to support strategies for new business initiatives
and reduce debt service requirements. However, under certain scenarios the
Company could be facing liquidity concerns after the end of fiscal year 2004.
The Company's contractual obligations as of June 30, 2003 are as follows:
Contractual Obligations
(In thousands) Amounts due by period
Less than
Total 1 year 1-3 years 4-5 years Thereafter
--------------------------------------------------------------
Contractual obligations:
- -------------------------------------------
Convertible Notes Payable to Shareholder $ 2,004 $ 2,004 $ -- $ -- $ --
Convertible Subordinated Notes Payable 63,250 -- -- -- 63,250
Mortgage Loan Payable 17,078 2,218 5,037 2,530 7,293
Capital lease obligations 336 269 67 -- --
Operating lease obligations 14,182 5,469 4,565 1,205 2,943
--------------------------------------------------------------
$ 96,850 $ 9,960 $ 9,669 $ 3,735 $ 73,486
==============================================================
Recent Accounting Pronouncements
- --------------------------------
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other
Intangible Assets." The statement eliminates the requirement to amortize costs
in excess of net assets acquired (goodwill) under the purchase method of
accounting, and sets forth a new methodology for periodically assessing and, if
warranted, recording impairment of goodwill. The Company adopted the new rules
effective July 1, 2002. As of the year ended June 30, 2003, the Company recorded
an impairment write down of approximately $11.9 million on goodwill attributable
to its SGS subsidiary. The Company will continue to analyze and assess the
impairment provisions of the new statement on an ongoing basis.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure--an amendment of SFAS No. 123." This
statement amends SFAS No. 123, "Accounting for Stock-Based Compensation," to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, this statement amends the disclosure requirements
23
of SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The Company
has chosen to continue to account for stock-based compensation using the
intrinsic value method prescribed in APB Opinion No. 25 and related
interpretations.
Accordingly, compensation expense for stock options is measured as the excess,
if any, of the fair market value of the Company's stock at the date of the grant
over the exercise price of the related option. The Company has adopted the
disclosure provisions for its financial reports for the fiscal year ended June
30, 2003.
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk.
SPACEHAB's primary exposure to market risk relates to interest rates. SPACEHAB's
financial instruments which are subject to interest rate risk principally
include the New Credit Facility, the Term Loan Agreement and fixed rate
long-term debt. SPACEHAB's long-term debt obligations are generally not callable
until maturity. On September 30, 2001 SPACEHAB's Astrotech Space Operations,
Inc. subsidiary completed a financing for a building under construction. In
conjunction with this financing, a swap agreement was entered into to provide
for a fixed rate of interest under the loan commitment beginning January 2002.
SPACEHAB does not use any other interest rate swaps or derivative financial
instruments to manage its exposure to fluctuations in interest rates are subject
to interest rate risk principally include the New Credit Facility, the Term Loan
Agreement and fixed rate long-term debt. The value of the swap agreement
declined by approximately $0.9 million during the year ended June 30, 2003 due
to declines in the market rate of interest. SPACEHAB does not use any other
interest rate swaps or derivative financial instruments to manage its exposure
to fluctuations in interest rates.
This document may contain "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including (without limitation) the "General" and
"Liquidity and Capital Resources". Such statements are subject to certain risks
and uncertainties, including those discussed herein, which could cause actual
results to differ materially from those projected in the statements. In addition
to those risks and uncertainties discussed herein, such risks and uncertainties
include, but are not limited to, whether the Company will fully realize the
economic benefits under its U.S. National Aeronautics and Space Administration
("NASA") and other customer contracts, the utilization of new commercial space
assets, continued deployment of the International Space Station ("ISS"),
technological difficulties, product demand and market acceptance risks, the
effect of economic conditions, uncertainty in government funding, the impact of
competition and delays and uncertainties in future space shuttle and ISS
programs, and resolution of the Company's indemnification claim with NASA
arising from the loss of the Columbia orbiter and its crew during the STS-107
mission.
ITEM 9A. Controls and Procedures
Under the supervision and with the participation of the Company's management,
including its principal executive officer and principal financial officer, the
Company has evaluated the effectiveness of the design and operation of its
disclosure controls and procedures within 90 days of the filing date of this
quarterly report, and, based on its evaluation, the Company's principal
executive officer and principal financial officer have concluded that these
controls and procedures are effective. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation.
Disclosure controls and procedures are the Company's controls and other
procedures that are designed to ensure that information required to be disclosed
by the Company in the reports that the Company files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by the
Company in the reports that we file under the Exchange Act is accumulated and
communicated to its management, including its principal executive officer and
principal financial officer, as appropriate to allow timely decisions regarding
required disclosure.
24
Item 8. Financial Statements and Supplementary Data.
Report of Independent Auditors
The Stockholders and Board of Directors
SPACEHAB, Incorporated and Subsidiaries
We have audited the accompanying consolidated balance sheets of SPACEHAB,
Incorporated and subsidiaries (the Company) as of June 30, 2003 and 2002, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended June 30, 2003. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of SPACEHAB,
Incorporated and subsidiaries at June 30, 2003 and 2002, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended June 30, 2003 in conformity with accounting principles
generally accepted in the United States.
As discussed in Note 2 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets," effective July 1, 2002.
/s/Ernst & Young LLP
McLean, Virginia
August 20, 2003
25
SPACEHAB, INCORPORATED AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data)
June 30,
---------------------
Assets 2003 2002
- -------------------------------------------------------------------------------
Current assets
Cash and cash equivalents $ 1,301 $ 2,694
Short-term investments 14,047 --
Accounts receivable, net 6,780 13,802
Prepaid expenses and other current assets 343 464
- -------------------------------------------------------------------------------
Total current assets 22,471 16,960
- -------------------------------------------------------------------------------
Property and equipment
Flight assets 63,970 162,166
Module improvements in progress 305 19,622
Payload processing facilities 46,026 45,367
Furniture, fixtures, equipment and leasehold
improvements 22,088 23,003
- -------------------------------------------------------------------------------
132,389 250,158
Less accumulated depreciation and amortization (48,700) (74,307)
- -------------------------------------------------------------------------------
Property and equipment, net 83,689 175,851
Goodwill, net 8,274 20,294
Investment in Guigne 1,800 1,800
Deferred financing costs, net 2,182 2,606
Other assets, net 2,940 3,315
- -------------------------------------------------------------------------------
Total assets $ 121,356 $ 220,826
===============================================================================
Liabilities and Stockholders' Equity
- -------------------------------------------------------------------------------
Current liabilities
Convertible notes payable to shareholder,
current portion $ 2,004 $ 1,827
Mortgage loan payable, current portion 2,218 2,039
Loans payable, current portion -- 169
Revolving loan payable -- 2,150
Accounts payable 3,231 5,996
Accounts payable- EADS 7,824 2,767
Accrued expenses 4,052 5,586
Accrued subcontracting services 522 3,043
Deferred revenue, current portion 7,370 15,405
- -------------------------------------------------------------------------------
Total current liabilities 27,221 38,982
- -------------------------------------------------------------------------------
Loans payable -- 49
Accrued contract costs and other 255 438
Deferred revenue 8,734 9,560
Convertible notes payable to shareholder -- 2,039
Mortgage loan payable 16,806 18,088
Convertible subordinated notes payable 63,250 63,250
- -------------------------------------------------------------------------------
Total liabilities 116,266 132,406
- -------------------------------------------------------------------------------
Minority interest in subsidiary -- 750
- -------------------------------------------------------------------------------
Commitments and contingencies
Stockholders' equity
Preferred stock, no par value, convertible,
authorized 2,500,000 shares, issued and outstanding
1,333,334 shares, (liquidation preference of
$12,000) 11,892 11,892
Common stock, no par value, authorized 30,000,000
shares, issued 12,484,779 and 12,154,465 shares,
respectively 83,446 83,204
Treasury stock, 109,800 shares in 2003 (111) --
Additional paid-in capital 16 16
Accumulated other comprehensive loss (1,946) (1,010)
Accumulated deficit (88,207) (6,432)
- -------------------------------------------------------------------------------
Total stockholders' equity 5,090 87,670
- -------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 121,356 $ 220,826
===============================================================================
See accompanying notes to consolidated financial statements.
26
SPACEHAB, INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except share and per share data)
===============================================================================
Year ended Year ended Year ended
June 30, June 30, June 30,
2003 2002 2001
- -------------------------------------------------------------------------------
Revenue $ 94,963 $ 102,773 $ 105,254
- -------------------------------------------------------------------------------
Costs of revenue 78,791 81,767 92,243
- -------------------------------------------------------------------------------
Gross profit 16,172 21,006 13,011
- -------------------------------------------------------------------------------
Operating expenses
Selling, general and
administrative 13,098 18,737 21,796
Loss on subleases -- 770 --
Research and development 118 383 393
Nonrecurring charge, loss of
Research Double Module 50,268 -- --
Goodwill impairment 11,925 -- --
Asset impairment charge 16,143 -- --
- -------------------------------------------------------------------------------
Total operating expenses 91,552 19,890 22,189
- -------------------------------------------------------------------------------
Income (loss) from operations (75,380) 1,116 (9,178)
Interest expense, net of capitalized
interest (7,243) (6,683) (4,804)
Interest and other income (expense),
net (9) 1,150 311
- -------------------------------------------------------------------------------
Loss before income taxes (82,632) (4,417) (13,671)
Income tax benefit (857) (2,050) (886)
- -------------------------------------------------------------------------------
Net loss $ (81,775) $ (2,367) $ (12,785)
===============================================================================
Loss per share:
Net loss per share - basic and
diluted $ (6.66) $ (0.20) $ (1.12)
===============================================================================
Shares used in computing net loss per
share - basic and diluted 12,285,467 11,884,309 11,400,482
===============================================================================
See accompanying notes to consolidated financial statements.
27
SPACEHAB, INCORPORATED
AND SUBSIDIARIES
Consolidated Statements of
Stockholders' Equity
(In thousands, except share data)
- --------------------------------------------------------------------------------------------
Convertible Preferred Treasury
Stock Common Stock Stock
---------------------------------------------------------------
Shares Amount Shares Amount Amount
---------------------------------------------------------------
Balance at June 30, 2000 1,333,334 $ 11,892 11,345,032 $ 82,074 $ --
============================================================================================
Common stock issued under
employee stock purchase
plan -- -- 183,113 439 --
Net loss -- -- -- -- --
- --------------------------------------------------------------------------------------------
Balance at June 30, 2001 1,333,334 $ 11,892 11,528,145 $ 82,513 $ --
============================================================================================
Common stock issued under
bonus plan -- -- 224,635 350 --
Common stock issued under
employee stock purchase
plan -- -- 401,685 341 --
Accumulated other
comprehensive income
(loss) -- -- -- -- --
Net loss -- -- -- -- --
- --------------------------------------------------------------------------------------------
Total comprehensive loss -- -- -- -- --
- --------------------------------------------------------------------------------------------
Balance at June 30, 2001 1,333,334 $ 11,892 12,154,465 $ 83,204 $ --
============================================================================================
Common stock issued under
employee stock purchase
plan -- -- 230,314 152 --
Common stock issued under
settlement -- -- 100,000 90 --
Treasury stock -- -- -- -- (111)
Accumulated other
comprehensive income
(loss) -- -- -- -- --
Net loss -- -- -- -- --
- --------------------------------------------------------------------------------------------
Total comprehensive loss -- -- -- -- --
- --------------------------------------------------------------------------------------------
Balance at June 30, 2003 1,333,334 $ 11,892 12,484,779 $ 83,446 $ (111)
============================================================================================
- ---------------------------------------------------------------------------------
Accumulated
Additional Other Total
Paid-In- (Accumulated Comprehensive Stockholders
Capital Deficit) (Loss) Equity
------------------------------------------------------
Balance at June 30, 2000 $ 16 $ 8,720 $ -- $ 102,702
=================================================================================
Common stock issued under
employee stock purchase
plan -- -- -- 439
Net loss -- (12,785) -- (12,785)
- ---------------------------------------------------------------------------------
Balance at June 30, 2001 $ 16 $ (4,065) $ $ 90,356
=================================================================================
Common stock issued under
bonus plan -- -- -- 350
Common stock issued under
employee stock purchase
plan -- -- -- 341
Accumulated other
comprehensive income
(loss) -- -- (1,010) (1,010)
Net loss (2,367) (2,367)
- ---------------------------------------------------------------------------------
Total comprehensive loss -- -- -- (3,377)
- ---------------------------------------------------------------------------------
Balance at June 30, 2001 $ 16 $ (6,432) $ (1,010) $ 87,670
=================================================================================
Common stock issued under
employee stock purchase
plan -- -- -- 152
Common stock issued under
settlement -- -- -- 90
Treasury stock -- -- -- (111)
Accumulated other
comprehensive income
(loss) -- -- (936) (936)
Net loss -- (81,775) -- (81,775)
- ---------------------------------------------------------------------------------
Total comprehensive loss -- -- -- 82,711
- ---------------------------------------------------------------------------------
Balance at June 30, 2003 $ 16 $ (88,207) $ (1,946) $ 5,090
=================================================================================
See accompanying notes to consolidated financial statements.
28
SPACEHAB, INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Cash Flows (In thousands)
Year ended Year ended Year ended
June 30, 2003 June 30, 2002 June 30, 2001
- ------------------------------------------------------------------------------------------------------------
Cash flows from operating activities
Net loss $ (81,775) $ (2,367) $ (12,785)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Nonrecurring charge, loss of
Research Double Module 50,268 -- --
Goodwill impairment 11,925 -- --
Asset impairment 16,143 -- --
Proceeds from insurance 17,667 -- --
Gain on sale of property and equipment -- (1,096) --
Loss on subleases -- 770 --
Depreciation 8,566 11,595 8,691
Amortization 358 1,089 1,259
Amortization of deferred financing costs 461 730 623
Valuation allowance of deferred tax asset -- -- 3,292
Other (146) -- --
Changes in assets and liabilities:
Decrease in accounts receivable 7,022 4,211 8,440
Decrease in prepaid expenses and
other current assets 120 917 947
Increase in other assets (21) (691) (1,064)
(Decrease) increase in deferred
flight revenue (8,861) (1,262) 10,973
Increase (decrease) in accounts
payable and accrued expenses 574 (6,135) 2,007
(Decrease) increase in accrued
subcontracting services (2,521) 831 113
Decrease in deferred taxes -- -- (5,372)
- ------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 19,780 8,592 17,124
- ------------------------------------------------------------------------------------------------------------
Cash flows from investing activities
Payments for flight assets under construction (161) (2,600) (20,150)
Payments for building under construction
and leasehold improvements (1,003) (15,409) (8,934)
Purchases of property and equipment (294) (983) (1,558)
Sale of Vertical Cargo Carrier -- 4,400 --
Proceeds from state grant 750 -- --
Proceeds from sale of flight assets -- -- 7,566
Proceeds from sale of property and equipment 125 1,425 --
Purchase of short-term investments (14,047) -- --
- ------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (14,630) (13,167) (23,076)
- ------------------------------------------------------------------------------------------------------------
Cash flows from financing activities
Payments of note payable to insurers -- (333) (333)
(Repayment) proceeds from revolving line of credit (2,150) (4,600) 2,250
Payments of note payable (218) (4,047) (3,319)
Payments of note payable to shareholder (1,862) (3,994) --
Proceeds from sale of minority interest in SMI -- 750 --
Purchase of minority interest (315) -- --
Proceeds from mortgage loan -- 20,000 --
Payment of mortgage loan (2,039) (882) --
Purchase of treasury stock (111) -- --
Proceeds from issuance of common stock, net of expenses 152 341 439
- ------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by financing activities (6,543) 7,235 (963)
- ------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (1,393) 2,660 (6,915)
Cash and cash equivalents at beginning of year 2,694 34 6,949
- ------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 1,301 $ 2,694 $ 34
- ------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Description of the Company and Operating Environment
Description of the Company and Operating Environment
SPACEHAB, Incorporated ("SPACEHAB" or the "Company") is the first Company
to commercially develop, own and operate habitable modules that provide
space-based laboratory research facilities and cargo services aboard the
U.S. Space Shuttle system. The Company currently owns and operates two
pressurized laboratory and logistics supply modules, which significantly
enhance the capabilities of the Space Shuttle fleet. The Company's modules
are unique to the Space Shuttle fleet and International Space Station
("ISS").
The Company's most recent Space Shuttle mission was STS-107 on U.S.
National Aeronautics and Space Administration's ("NASA") Columbia orbiter.
The mission utilized the Company's Research Double Module ("RDM") flight
asset. The RDM was lost in the tragic STS-107 accident (see note 21). At
this time, the Company does not plan to replace the RDM. SPACEHAB's Space
Flight Services business unit has two additional modules and other flight
assets available to support the Company's current NASA contract. These
modules and assets can also be used to support future NASA contracts.
The SPACEHAB Flight Services business unit is continuing operations,
supporting three of the next five planned Space Shuttle missions. The
Company is in negotiations with NASA on the value of equitable adjustments
for delays in these missions that will provide additional revenue for
contracted preparation activities during the period prior to NASA's return
to flight. During the fourth quarter, the Company completed all STS-107
accident investigation support activities with NASA.
In July 2003, the Company submitted a detailed claim for recovery of its
RDM investment in the amount of $87.0 million. The claim is anticipated to
be revised in the first quarter of fiscal year 2004 to incorporate the
findings of the Columbia Accident Investigation Board, and upon revision
will be refiled with NASA. The Company believes it has a basis for recovery
of the loss from NASA but there can be no assurance as to the timing or the
amount, if any, to be received from the claim. Upon resolution of the
claim, any proceeds from NASA would be recorded in the period in which the
claim is resolved.
To date, the Company has successfully completed eighteen missions aboard
the Space Shuttle and substantially all of the Company's revenue has been
generated under contracts with NASA. The Company's contracts are subject to
periodic funding allocations by NASA. NASA's funding is dependent on
receiving annual appropriations from the United States government. During
the years ended June 30, 2003, 2002, and 2001 approximately 77%, 81% and
83% of the Company's revenues were generated under U.S. government
contracts, respectively.
On February 12, 1997, the Company acquired the assets and certain of the
liabilities of Astrotech Space Operations, L.P. ("Astrotech"), a subsidiary
of Northrop Grumman, a provider of commercial satellite launch processing
services and payload processing facilities in the United States. These
services are provided at the Astrotech facilities in Cape Canaveral,
Florida and Vandenberg Air Force Base in California, and are provided to
launch service providers on a fixed-price basis. Additionally, Astrotech
provides management and consulting services to Sea Launch Company, LLC for
its Sea Launch program at the Sea Launch facility in Long Beach,
California.
On July 1, 1998, the Company acquired all of the outstanding shares of
capital stock of Johnson Engineering Corporation ("JE"). JE's name was
changed to SPACEHAB Government Services ("SGS") in April 2003. SGS provides
support services to NASA including stowage integration services and ISS
configuration management support. SGS also designs and fabricates flight
hardware.
30
On April 11, 2000, the Company announced the formation of Space Media, Inc.
("SMI"), a wholly-owned subsidiary intended to create proprietary
space-themed content for education and commerce. In fiscal year 2000, SMI
acquired The Space Store, an online retail operation, anticipating that
e-commerce could become an integral part of its Internet business. The
Space Store currently offers space-related products through its website,
www.spacestore.com, and the retail facility in Houston, Texas near NASA's
Johnson Space Center. In fiscal year 2001, SMI's focus was to develop
content for STARS Academy(TM) and to pursue corporate promotion and
advertising opportunities. STARS Academy is a global education program
offering students opportunities to learn about even participate in research
aboard NASA's Shuttle and the ISS. As part of Space Media, the STARS
Program supported six student-designed experiments for schools in
Australia, China, Israel, Japan, Liechtenstein and the United States for
launch on Space Shuttle mission STS-107. In fiscal year 2002, due to
limited funding opportunities in the education industry and a struggling
Internet content market, SMI reduced staffing and ended its marketing
program for the STARS Program. SMI's revenue is now generated primarily
from Internet sales of The Space Store.
In fiscal year 2000, SPACEHAB began design and construction of a commercial
space station habitat module, in partnership with RSC Energia of Korolev,
Russia. Named Enterprise(TM), this multipurpose module is intended to be
attached to the ISS and could provide space station users habitation space,
stowage space, communications, power and other utilities, and laboratory
facilities for long-duration research. The module would provide NASA with
the ability to support a full six-person crew on board the ISS. The Company
also provided NASA with an alternate proposal, utilizing the core
Enterprise asset base/technology in constructing a cargo module. In
evaluating the Company's investment in Enterprise in June 2003, the Company
identified significant uncertainties in new human space flight programs.
While the Company believes the service offered is a valuable service and is
actively marketing this service to NASA, the Company ceased funding
development and was unable to determine if or when this investment would be
recovered. Therefore, the Company wrote down its full investment of $8.2
million in Enterprise as of June 30, 2003 (see note 22).
Management believes that NASA, as well as future Space Shuttle and ISS
programs will continue to be funded and supported by the U.S. Government.
Furthermore, management believes that it is highly unlikely that any
decision to discontinue these programs would be made during the next twelve
months. However, the Company is subject to risks and uncertainties,
including but not limited to, whether the Company will fully realize the
economic benefits under its NASA and other customer contracts, the
utilization of new commercial space assets, continued deployment of the
ISS, technological difficulties, product demand and market acceptance
risks, the effect of economic conditions, uncertainty in government
funding, the impact of competition and delays and uncertainties in future
Space Shuttle and ISS programs, and resolution of the Company's
indemnification claim with NASA arising from the loss of the Columbia
orbiter and its crew during the STS-107 mission.
Management continues to focus its efforts on improving the overall
liquidity of the Company through identifying new business opportunities
within the areas of the Company's core competencies, reducing operating
expenses and limiting cash commitments for future capital investments and
new asset development. SPACEHAB Government Services is pursuing significant
new contracts to provide service for the International Space Station. In
the event that SPACEHAB Government Services is not successful in its effort
to secure additional contracts, management would further rightsize the
Company's cost structure and evaluate remaining long-lived assets and
goodwill. The Company has continued to restrict new capital investment and
new asset development, limiting projects to those required to support
current contracts and facility maintenance. Additionally, management
continues to evaluate operating expenses in an effort to reduce or
eliminate costs not required to effectively operate the Company.
The Company's cash and short-term investments are approximately $15.3
million as of June 30, 2003. Management believes that the Company has
sufficient liquidity to fund ongoing operations for at least the next
fiscal year but may experience a reduction in cash balances during fiscal
year 2004 to fund its operating and financing activities. The Company also
expects to utilize existing cash and any potential payment from
31
NASA to support strategies for new business initiatives and reduce debt
service requirements. However, under certain scenarios the Company could be
facing liquidity concerns after the end of fiscal year 2004.
(2) Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of SPACEHAB,
Incorporated and its wholly owned and majority-owned subsidiaries
Astrotech, SGS and SMI. All significant intercompany transactions have been
eliminated in consolidation.
Cash and Cash Equivalents
The Company considers short-term investments with original maturities of
three months or less to be cash equivalents. Cash equivalents are primarily
made up of money market investments and overnight repurchase agreements
recorded at cost, which approximates market value.
Investments
The Company accounts for investments in accordance with Statements of
Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities." In fiscal year 2003 the Company began
investing the insurance proceeds from the RDM loss in certain debt
securities, primarily U.S. government and government agency securities. The
Company considers all of its investments as of June 30, 2003 to be
available-for-sale.
As of June 30, 2003, 2002 and 2001, interest income was immaterial. As of
June 30, 2003, there were no material unrealized gains or losses. Interest
income is recorded as a component of other income (expense).
Property and Equipment
Property and equipment are stated at cost. All furniture, fixtures and
equipment are depreciated using the straight-line method over the estimated
useful lives of the respective assets, which is generally five years. The
Company's payload processing facilities are depreciated using the
straight-line method over their estimated useful lives ranging from sixteen
to forty-three years.
Effective January 1, 2002, the Company extended the estimated useful lives
of its space flight assets, which is a component of plant, property and
equipment, through June 30, 2016. This change in accounting estimate is
treated prospectively and is based on current available space related
programs and activities which extends the expected life of the ISS and
Space Shuttles from 2012 through at least 2016.
Goodwill
The excess of the cost over the fair value of net tangible and identifiable
intangible assets acquired in business combinations accounted for as a
purchase has been assigned to goodwill. Goodwill was previously amortized
on a straight-line basis over five to twenty-five years.
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations", and
No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill is no
longer amortized but is subject to annual impairment tests in accordance
with SFAS 142. Intangible assets that are not determined to have indefinite
lives will continue to be amortized over their useful lives. The Company
adopted the new rules effective July 1, 2002.
32
Goodwill is related to the acquisition of Astrotech on February 12, 1997,
SGS on July 1, 1998 and The Space Store on June 28, 2000. The Company is
required to analyze goodwill at least annually for impairment issues.
Goodwill impairment tests will be conducted in April of each fiscal year.
Should an indicator of impairment occur earlier than the annual analysis
date, the Company will analyze the goodwill of the affected business unit
at that time (see note 20).
The Company's results of operations prior to fiscal year 2003 do not
reflect the provisions of SFAS No. 142. A reconciliation of previously
reported net loss with the amounts adjusted for the exclusion of goodwill
amortization, net of tax, is as follows:
- -------------------------------------------------------------------------------
(in thousands, except per share data)
- -------------------------------------------------------------------------------
Year Ended
June 30,
-----------------------------------
2003 2002 2001
-----------------------------------
Net loss as reported $ (81,775) $ (2,367) $ (12,785)
- -------------------------------------------------------------------------------
Add back goodwill amortization, net of tax -- 1,053 1,072
- -------------------------------------------------------------------------------
Adjusted net loss (81,775) (1,314) (11,713)
- -------------------------------------------------------------------------------
Basic and diluted net loss per
share as reported (6.66) (0.20) (1.12)
- -------------------------------------------------------------------------------
Goodwill amortization, net of tax -- 0.09 0.09
- -------------------------------------------------------------------------------
Adjusted basic and diluted loss per share (6.66) (0.11) (1.03)
- -------------------------------------------------------------------------------
Investments in Affiliates
The Company uses the equity method of accounting for its investments in,
and earnings of, investees in which it exerts significant influence. In
accordance with the equity method of accounting, the carrying amount of
such an investment is initially recorded at cost and is increased to
reflect the Company's share of the investor's income and is reduced to
reflect the Company's share of the investor's losses. Investments in which
the Company has less than 20% ownership and no significant influence are
accounted for under the cost method and are carried at cost.
Impairment of Long- Lived Assets
The Company accounts for long-lived assets in accordance with the
provisions SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". This Statement requires that long-lived assets and
certain identifiable intangibles be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to future net
cash flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of the assets exceeds the fair
value of the assets (see note 22). Assets to be disposed of are reported at
the lower of the carrying amount or fair value less costs to sell.
Stock-Based Compensation
The Company accounts for stock-based employee compensation arrangements
using the intrinsic value method as prescribed in Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB
Opinion 25"), and related interpretations. Accordingly, compensation cost
for options to purchase common stock granted to employees is measured as
the excess, if any, of the fair value of common stock at the date of the
grant over the exercise price an employee must pay to acquire the common
stock. The Company has adopted the disclosure requirements of SFAS No. 148
("SFAS 148"), "Accounting for Stock-based Compensation - Transition and
Disclosure - an Amendment of SFAS No. 123".
33
The Company applies APB Opinion 25 and related interpretations in
accounting for its plans. Accordingly, as all options have been granted at
exercise prices equal to the fair market value as of the date of grant, no
compensation cost has been recognized under these plans in the accompanying
consolidated financial statements. Had compensation cost been determined
consistent with SFAS No. 123, the Company's net income (loss) and net
income (loss) per common share would have been reduced (increased) to the
pro forma amounts indicated below (in thousands, except per share data):
Year
Ended June 30,
-----------------------------------
2003 2002 2001
-----------------------------------
Net income (loss), as reported $ (81,775) $ (2,367) $ (12,785)
Deduct: Total stock-based
compensation income (expense)
determined under fair value based
method (SFAS No. 123) for all
awards, net of related tax
effects (573) (973) (1,197)
-----------------------------------
Pro forma net income
(loss) $ (82,348) $ (3,340) $ (13,982)
===================================
Earnings (loss) per share:
Basic - as reported $ (6.66) $ (0.20) $ (1.12)
Diluted - as reported $ (6.66) $ (0.20) $ (1.12)
Basic - pro forma $ (6.70) $ (0.28) $ (1.23)
Diluted - pro forma $ (6.70) $ (0.28) $ (1.23)
The fair value of each option granted and each employee stock purchase
right is estimated using the Black-Scholes option-pricing model with the
following weighted average assumptions used for grants in fiscal years
2003, 2002 and 2001, respectively: 0.0% dividend rate; expected volatility
ranging from 35% to 50%; risk-free interest rates ranging from 3.00% to
7.875%; and expected lives ranging from three months to seven years.
The effects of compensation cost as determined under SFAS No. 123 on pro
forma net income (loss) in years ended June 30, 2003, 2002 and 2001 may not
be representative of the effects on pro forma net income (loss) in future
periods.
Warrants to purchase common stock granted to other than employees as
consideration for goods or services rendered are recognized at fair value.
Revenue Recognition
Revenue generated under the Research and Logistics Mission Support
("REALMS") contract and for all other contract awards for which the
capability to successfully complete the contract can be reasonably assured
and costs at completion can be reliably estimated at contract inception, is
recognized under the percentage-of-completion method based on costs
incurred over the period of the contract. Revenue provided by SGS is
primarily derived from cost-plus award fee contracts, whereby revenue is
recognized to
34
the extent of reimbursable costs incurred plus award fee. Award fees which
provide earnings based on the Company's contract performance as determined
by NASA evaluations, are recorded when the amounts can be reasonably
estimated or awarded. Changes in estimated costs to complete and provisions
for contract losses and estimated amounts recognized as award fees are
recognized in the period they become known. Revenue provided by Astrotech's
payload processing services is recognized ratably over the occupancy period
of the satellite while in the Astrotech facilities. For the multi-year
contracts with Boeing and Lockheed, revenue is billed and recognized on a
quarterly basis for costs incurred.
Research and Development
Research and development costs are expensed as incurred.
Income Taxes
The Company recognizes income taxes under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
Net Income Loss Per Share
Basic net loss per share is calculated by dividing net loss by the weighted
average number of common shares outstanding during the period. Diluted net
loss per share excludes all common stock options and warrants and other
common stock that potentially may be issued as a result of conversion
privileges, including the convertible subordinated notes payable as the
impact of such items is anti-dilutive (note 12).
Accounting Estimates
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles in the United States 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 consolidated financial statements and the
reported amounts of revenue and expenses during the reporting periods.
Actual results could differ from these estimates.
Derivatives
The Company accounts for derivatives pursuant to SFAS No.133, "Accounting
for Derivative Instruments and Hedging Activities", as amended. This
standard requires that all derivative instruments be recognized in the
financial statements and measured at fair value regardless of the purpose
or intent for holding them. Changes in the fair value of derivative
instruments are either recognized periodically in income or shareholders'
equity (as a component of accumulated other comprehensive income),
depending on their use and designation.
Reclassifications
Certain 2002 and 2001 amounts have been reclassified to conform with the
2003 consolidated financial statement presentation.
35
Recent Accounting Pronouncements
In November 2002, the Financial Accounting Standards Board ("FASB")
issued Interpretation No. 45, Guarantor's Accounting and disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness
of Others ("FIN 45"). FIN 45 requires certain guarantees to be recorded at
fair value. This is different from current practice, which is generally to
record a liability only when a loss is probable and reasonably estimable,
as those terms are defined in FASB Statement No. 5, Accounting for
Contingencies. FIN 45 also requires a guarantor to make new disclosures,
even when the likelihood of making any payments under the guarantee is
remote, which is another change from current practice. The initial
recognition and measurement provisions of FIN 45 are applicable on a
prospective basis to guarantees issued or modified after December 31, 2002.
The disclosure requirements under FIN 45 are effective for financial
statements of interim or annual periods ending after December 15, 2002. The
Company does not believe it has entered into any guarantees that fall
within the guidance of FIN 45.
In January 2003, the FASB issued Interpretation No. 46, Consolidation
of Variable Interest Entities ("FIN 46"), which clarifies the application
of Accounting Research Bulletin No. 51, Consolidated Financial Statements,
to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or to the entities that
do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other
parties. Certain disclosure requirements of FIN 46 are effective for
financial statements of interim or annual reports issued after January 31,
2003. FIN 46 applies immediately to variable interest entities created, or
in which an enterprise obtains an interest, after January 31, 2003. For
variable interest entities in which an enterprise holds a variable interest
that it acquired before February 1, 2003, FIN 46 applies to interim or
annual periods beginning after June 15, 2003. The Company does not believe
it has entered into any transactions that fall within the guidance of FIN
46.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity.
This statement established standards for how an issuer classifies and
measures in its statement of financial position certain financial
instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its
scope as a liability (or an asset) because that financial instrument is an
obligation of the issuer. Some of the provisions of this Statement are
consistent with the current definition of liabilities in FASB Concepts
Statement No. 6, Elements of Financial Statements. The remaining provisions
will be part of an amendment to Concepts Statement No. 6, which has been
temporarily deferred. Management has reviewed SFAS No. 150 and has
determined that the statement does not have a material impact on our
consolidated results of operations or financial position.
(3) Statements of Cash Flows - Supplemental Information
Cash paid for interest costs was approximately $6.7 million, $7.3 million
and $7.0 million for the years ended June 30, 2003, 2002 and 2001,
respectively. The Company capitalized interest of approximately $1.3
million and $2.7 million during the years ended June 30, 2002 and 2001,
respectively, related to the module improvements and a building in
progress. No interest was capitalized in fiscal year 2003.
The Company paid no income taxes for the years ended June 30, 2003, 2002
and 2001.
36
4) Accounts Receivable
At June 30, 2003 and 2002, accounts receivable consisted of (in thousands):
2003 2002
- --------------------------------------------------------------------
U.S. government contracts:
Billed $ 3,681 $ 6,371
Unbilled:
Indirect costs incurred and
charged to cost-plus-fee contracts
in excess of provisional billing rates 836 123
Revenues in excess of milestone
and time-based billings 215 1,110
- --------------------------------------------------------------------
Total U.S. government contracts 4,732 7,604
- --------------------------------------------------------------------
Commercial contracts:
Billed 1,421 6,181
Unbilled 903 114
Allowances (276) (97)
- --------------------------------------------------------------------
Total commercial contracts 2,048 6,198
- --------------------------------------------------------------------
Total accounts receivable $ 6,780 $ 13,802
====================================================================
The Company anticipates collecting substantially all receivables within one
year.
The accuracy and appropriateness of the Company's direct and indirect costs
and expenses under its government contracts, and therefore its accounts
receivable recorded pursuant to such contracts, are subject to extensive
regulation and audit by the U.S. Defense Contract Audit Agency or by other
appropriate agencies of the U.S. government. Such agencies have the right
to challenge the Company's cost estimates or allocations with respect to
any government contract. Additionally, a substantial portion of the
payments to the Company under government contracts are provisional payments
that are subject to potential adjustment upon audit by such agencies. In
the opinion of management, any adjustments likely to result from inquiries
or audits of its contracts would not have a material adverse impact on the
Company's financial condition or results of operations.
(5) Convertible Notes Payable to Shareholder
The Company issued subordinated notes for a portion of the amount due to
Alenia Spazio S.p.A. ("Alenia"), a shareholder, under a previously
completed construction contract for the Company's flight modules. Alenia
may elect to convert, in whole or part, the remaining principal amount into
equity, on terms and conditions to be agreed with the Company.
On November 15, 2001, the Company entered into an agreement with Alenia to
restructure the terms of its $11.9 million debt. The terms of the
restructure provide for a $3.0 million payment of principal and interest on
December 31, 2001 and quarterly amortization of the remaining principal
beginning March 2002 through December 2003. In addition, the interest rate
was reduced to 8% effective January 1, 2002. The outstanding balance is
$2.0 million as of June 30, 2003. The obligation is collateralized by one
of the Company's flight assets. The Company paid interest of approximately
$0.2 million, $0.6 million, and $ 0.8 million during the years ended June
30, 2003, 2002 and 2001, respectively.
37
(6) Other Debt
Revolving Loan Payable
On August 9, 2000, the Company entered into a $15 million revolving credit
facility with a financial institution ("New Credit facility") that provides
a working capital line of credit with a letter of credit sub-limit of $10.0
million. This New Credit Facility replaced the previous $10 million
Revolving Line of Credit. Certain assets of the Company collateralized the
new credit facility. The term of the agreement was through August 2003. The
New Credit Facility was amended and the term was revised to end July 31,
2002. This credit facility was repaid and expired in July 2002. The
weighted average interest rates for the years ended June 30, 2003 and 2002
were 8.25% and 8.92%, respectively. The maximum amount borrowed during
fiscal year 2003 was $2.2 million.
In August 2002, the Company entered into a $5.0 million line of credit with
a new financial institution. This credit facility replaces the New Credit
Facility which was repaid and expired subsequent to the year ended June 30,
2002. The term of this new credit facility is through June 2005. Covenants
under this credit facility include, but are not limited to, leverage ratio,
tangible capital funds and liquidity ratio. For the year ended June 30,
2003, the Company obtained waivers for the loan covenants of the new line
of credit. The covenants were revised to eliminate certain covenants and to
include a liquidity ratio and a limited pledge of $5.6 million of the
Company's investment account. As of June 30, 2003, no amounts were drawn on
this line of credit. The weighted average interest rate for the year ended
June 30, 2003 was 5.25% and the maximum amount borrowed during fiscal year
2003 was $3.7 million in October 2002.
Loans Payable
In July 1997, the Company's subsidiary, Astrotech, obtained a five-year
loan (the "Term Loan Agreement"), which is guaranteed by SPACEHAB, and
provided for loans of up to $15.0 million for general corporate purposes
and equipment financing. In conjunction with the Astrotech financing of its
satellite processing facility in Titusville, Florida in August 2001,
approximately $3.1 million of the Term Loan Agreement was repaid. As of
June 30, 2003, the loan was paid in full.
Mortgage Loan Payable
On August 30, 2001, SPACEHAB's Astrotech subsidiary completed a $20.0
million financing of its satellite processing facility expansion project in
Titusville, Florida with a financial institution. The proceeds of this
financing were used to complete the construction of the payload processing
facility and supporting infrastructure. The loan is collateralized
primarily by the multi-year payload processing contracts with The Boeing
Company ("Boeing") and Lockheed Martin Corporation ("Lockheed Martin").
Interest accrues on the outstanding principal balance at a LIBOR-based
rate, adjustable quarterly. The loan matures on January 15, 2011. The loan
was converted from a construction loan to a term loan on December 31, 2001.
Amortization of loan principal began on January 15, 2002 and continues on a
quarterly basis through the loan maturity date. For the year ended June 30,
2003, approximately $2.0 million of principal was repaid during the year
and the remaining balance is $17.1 million. The interest rate at June 30,
2003 was 4.025%.
In conjunction with this financing, a swap agreement was required to be
entered into to provide for a fixed rate of interest under the loan
commitment beginning January 15, 2002. The fixed rate of interest on the
outstanding principal balance is 5.62% plus 225 basis points. The value of
the swap agreement declined by approximately $0.9 million during the year
ended June 30, 2003 due to declines in the market rate of interest and is
recorded in other comprehensive income (loss). The objective of the hedge
was to eliminate the variability of cash flows in the interest payments for
the total amount of the variable rate debt, the sole source of which is due
to changes in the USD-LIBOR-BBA interest rate. Changes in the cash flows of
the interest rate swap are expected to exactly offset the changes in cash
flows attributable to fluctuations in the
38
USD-LIBOR-BBA interest rates on the total variable rate debt. The fair
value of the swap agreement was a liability of approximately $1.9 million
and $1.0 million as of June 30, 2003 and 2002, respectively, and is
recorded as part of the balance due under mortgage loan payable and as a
component of other comprehensive loss in the statement of stockholder's
equity.
Convertible Subordinated Notes
In October 1997, the Company completed a private placement offering for
$63.25 million of aggregate principal of unsecured 8% Convertible
Subordinated Notes due October 2007. Interest is payable semi-annually. The
notes are convertible into the common stock of the Company at a rate of
$13.625 per share. This offering provided the Company with net proceeds of
approximately $59.9 million which were used for capital expenditures
associated with the development and construction of space related assets
and for other general corporate purposes.
The following table summarizes the payments of principal on the Company's
debt:
(in thousands)
Principal Payments
Balance
June 30,
2003 Rate FY04 FY05 FY06 FY07 FY08 Thereafter
- ---------------------------------------------------------------------------------------------------------------------------
Convertible Notes Payable to
shareholder $ 2,004 8.0% $ 2,004 $ -- $ -- $ -- $ -- $ --
Mortgage Loan Payable,
exclusive of swap liability 17,078 7.9% 2,218 2,413 2,624 2,530 1,734 5,559
Convertible Subordinated
Notes Payable 63,250 8.0% -- -- -- 63,250 --
---------- --------------------------------------------------------------------
$ 82,332 $ 4,222 $ 2,413 $ 2,624 $ 2,530 $ 64,984 $ 5,559
(7) Fair Value of Financial Instruments
The following table presents the carrying amounts and estimated fair values
of certain of the Company's financial instruments as of June 30, 2003 and
2002 in accordance with SFAS No. 107, "Disclosures about Fair Value of
Financial Instruments" (in thousands):
June 30, 2003 June 30, 2002
Carrying Fair Carrying Fair
Amount Value Amount Value
- ---------------------------------------------------------------------
Convertible notes payable to
shareholder $ 2,004 $ 2,004 $ 3,866 $ 3,866
Loans payable under credit
facility -- -- 218 218
Mortgage loan payable 19,024 19,024 20,127 20,127
Convertible subordinated
notes payable 63,250 38,266 63,250 30,044
The fair value of the Company's long-term debt is based on quoted market
price or is estimated based on the current rates offered to the Company for
debt of similar remaining maturities and other terms. The carrying amounts
of cash and cash equivalents, investments, accounts receivable, accounts
payable and accrued expenses approximate their fair market value because of
the relatively short duration of these instruments.
39
(8) NASA Contracts
Research and Logistics Module Services Contract
On December 21, 1997, the Company entered into the REALMS Contract to
provide to NASA its flight modules and related integration services. This
contract provides NASA the use of the flight modules for both science and
logistics missions. This contract was subsequently amended whereby the
contract value was increased to $241.5 million and the number of missions
was increased to nine.
During the years ended June 30, 2003, 2002 and 2001, the Company recognized
$37.0 million, $43.0 million and $36.6 million of revenue, respectively,
under this contract. Subsequent to the year ended June 30, 2003, SPACEHAB
began negotiating an equitable adjustment in excess of the REALMS contract
value due to launch delays of the Space Shuttle fleet due to the STS-107
accident.
Flight Crew Systems Development Contract ("FCSD")
SGS performed services under a cost-plus award and incentive-fee contract
for government services that are requested and directed by NASA. SGS
primarily operates under the multi-year, multi-task Flight Crew Systems
Development ("FCSD") contract which was a $399.1 million multi-task
cost-plus award and incentive-fee contract. The contract commenced in May
1993 and was scheduled to conclude in September 2002. The tasks under the
contract were segmented and a recompete for a portion of these tasks was
begun in July 2002. Certain of those tasks were awarded to SGS under
separate contracts. In August 2002, NASA exercised its option to extend
portions of the original contract through March 2003.
On February 7, 2003, the Company was notified that its bid for those
portions of the FCSD contract under recompete was not accepted. The
portions of the contracts under recompete were transitioned to the
successful bidders on April 1, 2003. During the fourth quarter, SGS
recognized revenue on the close out activities of the FCSD contract. As a
result of the unsuccessful recompete, the Company's total manpower level
was reduced from approximately 570 as of February 1, 2003 to 288 as of
April 1, 2003. Two of the original seven FCSD tasks remain under new
contracts with SGS.
On April 22, 2003 the Company announced the reorganization of its
government services business units to more appropriately reflect the
business units' strategic direction of operating in the government services
sector. SGS, along with SPACEHAB Flight Services, is bidding on a number of
the ISS contracts proposed under the ISS Contract Consolidation Strategy
Study. The contracts are expected to be awarded in October 2003.
(9) Stockholder Rights Plan
On March 26, 1999, the Board of Directors adopted a Stockholder Rights Plan
designed to deter coercive takeover tactics and to prevent a potential
acquirer from gaining control of the Company without offering a fair price
to all of the Company's stockholders. A dividend of one preferred share
purchase right (a "Right") was declared on every share of Common Stock
outstanding on April 9, 1999. Each Right under the plan entitles the holder
to buy one one-thousandth of a share of a new series of junior
participating preferred stock for $35. If any person or group becomes the
beneficial owner of 15% or more of common stock (with certain limited
exceptions), then each Right (not owned by the 15% stockholder) will then
entitle its holder to purchase, at the Right's then current exercise price,
common shares having a market value of twice the exercise price. In
addition, if after any person has become a 15% stockholder, and is involved
in a merger or other business combination transaction with another person,
each Right will entitle its holder (other than the 15% stockholder) to
purchase, at the Right's then current exercise price, common shares of the
acquiring Company having a value of twice the Right's then current exercise
price. The Rights were granted to each shareholder of record on April 9,
1999. At any time before a person or group acquires
40
a 15% position, the Company generally will be entitled to redeem the Rights
at a redemption price of $0.01 per Right. The Rights will expire on April
9, 2009.
(10) Common Stock Option and Stock Purchase Plans
As of June 30, 2003, approximately 2,317,709 shares of common stock were
reserved for future grants of stock options under the Company's three stock
option plans.
Non-qualified Options
Non-qualified options are granted at the sole discretion of the Board of
Directors. Prior to the adoption of the 1994 Stock Incentive Plan (the
"1994 Plan"), stock options granted to the Company's officers and employees
were part of their employment contract or offer. The number and price of
the options granted were defined in the employment agreements and such
options vest incrementally over a period of four years and generally expire
within ten years of the date of grant.
The 1994 Plan
Under the terms of the 1994 Plan, the number and price of the options
granted to employees is determined by the Board of Directors and such
options vest, in most cases, incrementally over a period of four years and
expire no more than ten years after the date of grant.
The Directors' Stock Option Plan
Each new non-employee director receives a one-time grant of an option to
purchase 10,000 shares at an exercise price equal to fair market value on
the date of grant. In addition, effective as of the date of each annual
meeting of the Company's stockholders, each non-employee director who is
elected or continues as a member of the Board of Directors of the Company
shall be awarded an option to purchase 5,000 shares of common stock.
Options under the Director's Plan vest after one year and expire seven
years from the date of grant.
1997 Employee Stock Purchase Plan
The Company adopted an employee stock purchase plan that permits eligible
employees to purchase shares of common stock of the Company at prices no
less than 85% of the current market price. Eligible employees may elect to
participate in the plan by authorizing payroll deductions from 1% to 10% of
gross compensation for each payroll period. On the last day of each
quarter, each participant's contribution account is used to purchase the
maximum number of whole and fractional shares of common stock determined by
dividing the contribution account's balance by the lesser of 85% of the
price of a share of common stock on the first day of the quarter or the
last day of a quarter. The number of shares of common stock that may be
purchased under the plan is 1,500,000. Through June 30, 2003, employees
have purchased approximately 1,001,622 shares under the plan.
Space Media, Inc. Stock Option Plan
During the year ended June 30, 2000, Space Media, Inc., a wholly owned
subsidiary of the Company, adopted an option plan ("SMI Plan") for
employees, officers, directors and consultants of Space Media, Inc. Under
the terms of the SMI Plan, 1,500,000 shares have been reserved for future
grants for which the number and price of the options granted is determined
by the Board of Directors and such options vest, in most cases,
incrementally over a period of four years and expire no more than ten years
after the date of grant. At June 30, 2003, there were 388,750 options
issued and outstanding under the SMI Plan at a weighted average exercise
price of $1.00. The options vest equally over a four-year period and have a
life of 10 years. There were 274,063 options exercisable as of June 30,
2003.
41
Stock Option Activity Summary
The following table summarizes the Company's stock option plans, excluding
the SMI plan:
Non-qualified Options 1994 Plan Directors' Plan
------------------------- ------------------------- -------------------------
Weighted Weighted Weighted
Average Average Average
Shares Exercise Shares Exercise Shares Exercise
Outstanding Price Outstanding Price Outstanding Price
- ----------------------------------------------------------------------------------------------------------------------
Outstanding at June 30, 2000 397,973 $ 13.66 2,583,613 $ 8.05 275,000 $ 8.70
Granted -- -- 1,036,040 4.44 40,000 4.00
Exercised -- -- -- -- -- --
Forfeited 67,707 12.55 967,539 8.11 -- --
- ----------------------------------------------------------------------------------------------------------------------
Outstanding at June 30, 2001 330,266 $ 13.89 2,652,114 $ 6.62 315,000 $ 8.11
Granted -- -- 52,000 2.31 65,000 1.40
Exercised -- -- -- -- -- --
Forfeited 316,100 14.03 804,882 6.97 -- --
- ----------------------------------------------------------------------------------------------------------------------
Outstanding at June 30, 2002 14,166 $ 10.68 1,899,232 $ 6.34 380,000 $ 6.96
- ----------------------------------------------------------------------------------------------------------------------
Granted -- -- 436,000 0.76 30,000 0.93
Exercised -- -- -- -- -- --
Forfeited 10,000 $ 10.13 607,107 $ 6.54 10,000 $ 2.58
- ----------------------------------------------------------------------------------------------------------------------
Outstanding at June 30, 2003 4,166 12.00 1,728,125 4.86 400,000 6.62
Options exercisable at:
June 30, 2001 330,266 13.89 1,272,238 7.89 275,000 8.70
June 30, 2002 14,166 10.68 1,114,160 7.26 315,000 8.11
June 30, 2003 4,166 12.00 1,026,840 6.47 370,000 7.08
- ----------------------------------------------------------------------------------------------------------------------
Weighted-average fair value
(pursuant to FAS 123) at date of
grant during the fiscal year ended
June 30, 2001 -- -- 1,036,040 2.06 40,000 1.85
June 30, 2002 -- -- 52,000 1.14 65,000 0.64
June 30, 2003 -- -- 436,000 0.36 30,000 0.44
- ----------------------------------------------------------------------------------------------------------------------
The following table summarizes information about the Company's stock options
outstanding at June 30, 2003:
Options outstanding Options exercisable
Weighted-
Average Weighted- Weighted-
Remaining Average Average
Range of Number Contractual Exercise Number Exercise
exercise prices Outstanding Life (years) Price Exercisable Price
- -------------------------------------------------------------------------------
$ .70 - 1.69 458,000 8.65 $ 0.87 60,000 $ 1.42
2.31 - 3.44 296,000 7.69 3.26 175,001 3.14
4.00 - 5.00 412,913 6.27 4.72 288,663 4.66
5.13 - 8.88 580,261 4.00 5.92 492,225 6.06
9.88 - 14.00 385,117 1.87 11.30 385,117 11.30
42
(11) Income Taxes
The Company accounts for taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under SFAS
109, deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax basis of assets and
liabilities using enacted rates expected to be in effect during the year in
which the differences reverse.
The components of income tax expense (benefit) from continuing operations
are as follows (in thousands):
Years Ended June 30,
------------------------------------
2003 2002 2001
- -------------------------------------------------------------------
Current:
Federal $ (857) $ (2,134) $ --
State -- 84 127
Foreign -- -- 70
- -------------------------------------------------------------------
(857) (2,050) 197
- -------------------------------------------------------------------
Deferred:
Federal -- -- (685)
State and local -- -- (398)
Foreign -- -- --
- -------------------------------------------------------------------
-- (1,083)
- -------------------------------------------------------------------
Income tax expense (benefit) $ (857) $ (2,050) $ (886)
- -------------------------------------------------------------------
A reconciliation of the reported income tax expense to the amount that
would result by applying the U.S. federal statutory rate of 34 percent to
the income (loss) before income taxes to the actual amount of income tax
expense (benefit) recognized follows (in thousands):
Years Ended June 30,
------------------------------------
2003 2002 2001
- -------------------------------------------------------------------
Expected expense (benefit) $ (28,095) $ (1,502) $ (4,648)
Change in valuation allowance 26,823 (946) 3,948
State income taxes (2,832) (128) (491)
Other, primarily goodwill
impairment and amortization 3,247 526 305
- -------------------------------------------------------------------
Total $ (857) $ (2,050) $ (886)
- -------------------------------------------------------------------
43
The Company's deferred tax asset as of June 30, 2003 and 2002 consists of
the following (in thousands):
2003 2002
- --------------------------------------------------------------------------------
Deferred tax assets:
Net operating loss carryforwards $ 18,052 $ 15,459
General business credit carryforwards 2,020 2,170
Alternative minimum tax credit carryforwards -- 499
Accrued expenses 981 1,478
Capitalized start-up and organization costs 859 1,430
Other 254 191
- --------------------------------------------------------------------------------
Total gross deferred tax assets 22,166 21,227
Less - valuation allowance (13,546) (3,214)
- --------------------------------------------------------------------------------
Net deferred tax assets 8,620 18,013
- --------------------------------------------------------------------------------
Deferred tax liabilities:
Property and equipment, principally due
to differences in depreciation 8,413 17,749
Other 207 264
- --------------------------------------------------------------------------------
Total gross deferred tax liabilities 8,620 18,013
- --------------------------------------------------------------------------------
Net deferred tax assets/(liabilities) $ -- $ --
- --------------------------------------------------------------------------------
At June 30, 2003, the Company had accumulated net operating losses of
approximately $47.6 million for Federal income tax purposes, which are
available to offset future regular taxable income. These operating loss
carryforwards expire between the years 2008 and 2023. Utilization of these
net operating losses may be subject to limitations in the event of
significant changes in stock ownership of the Company.
Additionally, the Company has approximately $2.0 million of research and
experimentation and alternative credit carryforwards, respectively,
available to offset future regular tax liabilities. The research and
experimentation credits expire between the years 2004 and 2007.
In assessing the realizability of its net deferred tax assets, management
considers whether it is more likely than not that some portion or all of
the net deferred tax assets are realizable. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable
income, and tax planning strategies in making this assessment. As of June
30, 2003, the Company provided a full valuation allowance of approximately
$13.5 million against its net deferred tax assets.
The Company received approximately $2.8 million in refund claims related to
net operating loss carryforwards for alternative minimum taxes paid in
prior years during fiscal years 2003 and 2002.
(12) Net Loss Per Share
The following are reconciliations of the numerators and denominators of the
basic and diluted net loss per share computations for the years ended June
30, 2003, 2002 and 2001 (in thousands, except share data):
Per common Assuming
share Dilution
- --------------------------------------------------------------------------------
Year ended June 30, 2003
Net loss $ (81,775) $ (81,775)
Net loss, as adjusted $ (81,775) $ (81,775)
Weighted average outstanding common shares 12,285,467 12,285,467
Adjusted shares 12,285,467 12,285,467
- --------------------------------------------------------------------------------
Year ended June 30, 2002
Net loss $ (2,367) $ (2,367)
Net loss, as adjusted $ (2,367) $ (2,367)
Weighted average outstanding common shares 11,884,309 11,884,309
Adjusted shares 11,884,309 11,884,309
- --------------------------------------------------------------------------------
Year ended June 30, 2001
Net loss $ (12,785) $ (12,785)
Net loss, as adjusted $ (12,785) $ (12,785)
Weighted average outstanding common shares 11,400,482 11,400,482
Adjusted shares 11,400,482 11,400,482
- --------------------------------------------------------------------------------
44
All options and warrants to purchase shares of common stock were excluded
from the computations of diluted net loss per share for the years ended
June 30, 2003, 2002 and 2001, because the impact of such options and
warrants is anti-dilutive.
(13) Employee Benefit Plan
The Company has a defined contribution retirement plan, which covers all
employees and officers. For the years ended June 30, 2003, 2002 and 2001,
the Company contributed $1.0 million, $1.4 million and $1.8 million,
respectively, to the plan. The Company has the right, but not the
obligation, to make contributions to the plan in future years at the
discretion of the Company's Board of Directors.
(14) Commitments
Leases
The Company is obligated under capital leases for equipment and
noncancelable operating leases for equipment, office space, storage space,
the land for a payload processing facility and certain flight assets.
Future minimum payments under these capital leases and noncancelable
operating leases are as follows (in thousands):
Capital Operating
Year ending June 30, Leases Leases
- -------------------------------------------------------------------------------
2004 $ 269 $ 5,469
2005 67 3,499
2006 -- 1,066
2007 -- 761
2008 -- 444
2009 and thereafter -- 2,943
- -------------------------------------------------------------------------------
Subtotal 335 14,182
Less: payments due for sublease -- (2,464)
- -------------------------------------------------------------------------------
Total 335 $ 11,718
- -------------------------------------------------------------------------------
Less: amount representing interest between 9% and 12% (30)
- ------------------------------------------------------------------
Present value of net minimum capital lease payments $ 305
- ------------------------------------------------------------------
Rent expense for the years ended June 30, 2003, 2002 and 2001 was
approximately $2.5 million, $2.6 million and $2.9 million, respectively.
For fiscal years 2004, 2005, 2006, 2007, and 2008, the Company expects to
receive net payments of approximately $0.7 million, $0.5 million, $0.5
million, $0.5 million,
45
and $0.5 million, respectively, for subleases. In the year ended June 30,
2002, the Company recognized $0.8 million of expenses for excess facilities
that have been sublet.
At June 30, 2003, the capitalized lease assets are recorded at $641,290 and
the accumulated amortization is $428,724.
(15) Segment information
Based on its organization, the Company operates in four business segments:
SPACEHAB, now designated SPACEHAB Flight Services (SFS") for Company
management reporting, SGS, Astrotech and SMI. SPACEHAB Flight Services was
founded to commercially develop space habitat modules to operate in the
cargo bay of the Space Shuttles. SPACEHAB Flight Services provides access
to the modules and integration and operations support services for both
NASA and commercial customers. SGS is primarily engaged in providing
engineering services and products to the Federal government and NASA.
Astrotech provides payload processing facilities to serve the satellite
manufacturing and launch services industry. Astrotech currently provides
launch site preparation of flight ready satellites to major U.S. space
launch companies and satellite manufacturers. SMI was established in April
2000, to develop space themed commercial business activities.
On April 3, 2003, the Company changed the name of its JE subsidiary to
SPACEHAB Government Services, Incorporated, to more approximately reflect
the subsidiary's strategic direction of operating in the government
business section. As part of the realignment of the Company's operating
units, the Strategic Programs operating unit, which was included in the
Other segment, was moved into SGS in the fourth quarter of the Company's
fiscal year ending June 30, 2003. Segment amounts have been restated based
on the revised reporting structure. The Other segment now includes costs
associated with bid and proposal efforts in connection with a NASA
procurement at the Marshall Space Flight Center.
The Company's chief operating decision maker utilizes both revenue and
income (loss) before income taxes, including allocated interest based on
the investment in the segment, in assessing performance and making overall
operating decisions and resource allocations. As such, taxes and corporate
overhead have not been allocated from SPACEHAB Flight Services to the
various segments.
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies, (note 2). Information about
the Company's segments is as follows:
(in
thousands)
Income (loss) Net Depreciation
before Fixed And
Year Ended June 30, 2003: Revenue income taxes Assets Amortization
-----------------------------------------------------
SPACEHAB Flight Services $ 46,757 $ (75,005) $ 35,055 $ 5,955
SPACEHAB Government
Services 34,742 (9,879) 262 745
Astrotech 12,410 2,407 48,372 1,892
SMI 1,054 (154) -- 332
Other -- -- -- --
-----------------------------------------------------
$ 94,963 $ (82,632) $ 83,689 $ 8,924
46
Year Ended June 30, 2002:
Income (loss) Net Depreciation
before Fixed And
Revenue income taxes Assets Amortization
-----------------------------------------------------
SPACEHAB Flight Services $ 51,374 $ (3,916) $ 124,153 $ 9,492
SPACEHAB Government
Services 40,785 183 1,553 1,633
Astrotech 9,936 2,842 50,074 1,266
SMI 678 (1.591) 71 293
Other -- (1,935) -- --
-----------------------------------------------------
$ 102,773 $ (4,417) $ 175,851 $ 12,684
Year ended June 30, 2001:
Income (loss) Net Depreciation
before Fixed And
Revenue income taxes Assets Amortization
-----------------------------------------------------
SPACEHAB Flight Services $ 44,997 $ (7,868) $ 135,055 $ 7,107
SPACEHAB Government
Services 53,526 (887) 2,806 1,647
Astrotech 6,230 18 36,135 966
SMI 501 (4,934) 58 230
Other -- -- -- --
-----------------------------------------------------
$ 105,254 $ (13,671) $ 174,054 $ 9,950
Foreign revenue for the years ended June 30, 2003, 2002 and 2001 was
approximately $9.5 million, $5.9 million and $6.6 million, respectively.
Domestic revenue for the years ended June 30, 2003, 2002 and 2001 was
approximately $85.4 million, $96.8 million and $98.7 million, respectively.
(16) Convertible Preferred Stock
On August 2, 1999, EADS (formerly Astrium GmbH), a related party and
shareholder, purchased an additional $12.0 million equity stake in SPACEHAB
representing 1,333,334 shares of Series B Senior Convertible Preferred
Stock. Under the agreement, EADS purchased all of SPACEHAB's 975,000
authorized and unissued shares of preferred stock. At the annual
stockholders meeting held on October 14, 1999, the shareholders approved
the proposal to increase the number of authorized shares of preferred stock
to 2,500,000, in order to complete the transaction with EADS allowing them
to purchase the additional 358,334 preferred shares. The preferred stock
purchase increased EADS's voting interest in SPACEHAB to approximately
11.5%. The Series B Senior Convertible Preferred Stock is: convertible at
the holders' option on the basis of one share of preferred stock for one
share of common stock, entitled to vote on an "as converted" basis the
equivalent number of shares of common stock and has preference in
liquidation, dissolution or winding up of $9.00 per preferred share. No
dividends are payable on the convertible preferred shares.
EADS provides unpressurized payload and integration efforts to SPACEHAB on
a fixed price basis in addition to providing engineering services as
required. For the years ended June 30, 2003, 2002 and 2001, EADS's payload
and integration services included in cost of revenue was approximately $8.5
million, $4.3 million and $4.3 million, respectively.
47
(17) Investment in Guigne
During June 1998, the Company entered into a joint venture agreement with
Guigne Technologies Limited ("GTL"), a Canadian Company, for the purpose of
developing, fabricating, marketing and selling of SpaceDRUMS(TM) services,
a containerless processing facility intended to be deployed on the ISS. In
accordance with the joint venture agreement, the Company contributed, in
exchange for a 50% interest in the joint venture, an aggregate of $2.0
million of working capital through December 1999. The Company's
contributions were made in the form of an unsecured non-interest bearing
note.
The joint venture agreement contained an option whereby the Company could
exchange its interest in the joint venture and the $2.0 million note for a
common equity interest in Guigne Inc. ("GI"), the ultimate parent of GTL.
In December 1999 the Company notified GI of its intention to exercise its
option, which resulted in the Company obtaining a 15% common equity
interest in GI. The Company accounts for its investment in GI under the
cost method. During the quarter ended December 31, 1999, at the time of the
Company's exercise of its option, the Company recognized a $0.2 million
valuation allowance against its investment in GI based on the Company's
estimate of the fair value of GI. Management believes that its investment
in GI has not been impaired as of June 30, 2003.
(18) Asset Sale
On November 30, 2000, EADS entered into an agreement with the Company to
purchase the Company's Integrated Cargo Carrier ("ICC") and Vertical Cargo
Carrier ("VCC") flight assets. The total purchase price of $15.4 million is
comprised of both cash and services payments. The transaction will occur in
two phases. The first phase is for the purchase of the ICC assets and the
second phase is for the purchase of the VCC assets. Phase one of the
transactions was completed in the three months ended March 31, 2001. Phase
two was completed in June 30, 2002. The sale was approximately at book
value and the Company recognized a minimal loss. SPACEHAB has entered into
an agreement with EADS to lease these assets for a period of four years
with two additional four-year options.
On August 2, 2001, SPACEHAB'S Astrotech subsidiary sold the assets of its
Oriole Sounding Rocket program and related property for approximately $1.2
million to DTI Associates of Arlington, Virginia. The sale turns over all
physical and intellectual property assets of Astrotech's Sounding Rocket
program, including the design of the Oriole Rocket, except for those assets
required for Astrotech to fulfill the terms of an agreement with an
existing customer. The terms of the sale were as follows: an initial cash
payment at closing, five equal monthly payments beginning September 2001
and a promissory note of $655,000, bearing interest and secured by the
Astrotech Sounding Rocket Program intellectual property and due July 26,
2002. Astrotech recognized a gain of approximately $1.1 million on the sale
in the quarter ended September 30, 2001. All payments due under the
arrangement have been received by Astrotech.
(19) Minority Investment in Consolidated Subsidiary
Pursuant to agreements entered into as of September 27, 2001,
eScottVentures II, LLC ("ESV"), of Melbourne, Florida, purchased 5,914,826
newly issued shares of SMI's Series A redeemable, convertible preferred
stock for $750,000. On June 21, 2002 ESV filed Case Number 1:02CV01236 in
the U.S. District Court for the District of Columbia against Space Media,
Inc., SPACEHAB, Inc., Shelley A. Harrison and Julia A. Pulzone
(collectively, "Defendants"). This suit, relating to ESV's investment in
Space Media, Inc., sought rescission of the Stock purchase agreement and
return of its $750,000 investment, plus unspecified expenses, consequential
damages exemplary and punitive damages, prejudgment interest, and costs and
disbursements, including attorney and expert fees. The Defendants and ESV
settled the suit through mediation. A stipulation and order of dismissal
was filed with the Court by the parties on January 22, 2003, following the
payment of cash and issuance of restricted shares of SPACEHAB's common
stock to ESV. ESV is no longer a shareholder of SMI.
48
(20) Goodwill Impairment
As a result of the loss of the recompete of the FCSD contract (see notes 1
and 8), the Company performed a goodwill impairment test of the goodwill at
SGS in accordance with SFAS No. 142, "Goodwill and Other Intangible
Assets." The impairment test indicated an impairment of SGS's goodwill of
approximately $11.9 million, which was recorded in the three months ended
March 31, 2003. The Company utilized discounted cash flows and market
valuation techniques to calculate the fair value of SGS.
(21) Loss of Research Double Module
The Company was under contract with NASA to support the STS-107 mission on
its Columbia Orbiter. The mission utilized the Company's Research Double
Module ("RDM") flight asset. On February 1, 2003, the RDM was lost in the
tragic STS-107 accident. The RDM was partially covered by commercial
insurance. The commercial insurance on the module was $17.7 million and the
net book value of the RDM was $67.9 million. The Company recorded a
nonrecurring charge of approximately $50.3 million in the three months
ended March 31, 2003 in the SFS segment for the uninsured value.
In July 2003, the Company submitted a detailed claim for recovery of its
RDM investment in the amount of $87.0 million. The claim is anticipated to
be revised in the first quarter of fiscal year 2004 to incorporate the
findings of the Columbia Accident Investigation Board ("CAIB"), and upon
revision will be refiled with NASA. The Company believes it has a basis for
recovery of the loss from NASA but there can be no assurance as to the
timing or the amount, if any, to be received from the claim. Upon
resolution of the claim, any proceeds from NASA would be recorded in the
period in which the claim is resolved.
(22) Asset Impairments
The Company conducted an impairment test of its work in process flight
assets in accordance with SFAS No. 144 during fiscal year 2003. The Company
recorded a non-cash impairment charge of $16.1 million to write down
certain assets under development, primarily Enterprise and the SPACEHAB
Universal Communication System ("SHUCS"), in the SFS segment, that are no
longer being funded due to uncertainties in human space flight programs
during the three months ended June 30, 2003. The Company utilized projected
undiscounted cash flows to conclude the assets were impaired and calculated
the fair value based on the net present value of projected cash flows.
(23) Summary of Selected Quarterly Financial Data (Unaudited)
The following is a summary of selected quarterly financial data for the
previous two fiscal years (in thousands, except per share data):
Three months ended
---------------------------------------------------------
September 30 December 31 March 31/1/ June 30/2/
- --------------------------------------------------------------------------------------------------
Year ended June 30, 2003
Revenue $ 26,812 $ 28,050 $ 26,413 $ 13,688
Income (loss) from operations 1,750 2,552 (61,069) (18,612)
Net income (loss) (94) 1,175 (62,719) (20,137)
Net income (loss) per share - basic (0.01) 0.10 (5.06) (1.63)
Net income (loss) per share - diluted (0.01) 0.09 (5.06) (1.63)
- --------------------------------------------------------------------------------------------------
Year ended June 30, 2002
Revenue $ 22,292 $ 27,727 $ 24,711 $ 28,043
Income (loss) from operations (2,528) 2,010 1,530 (104)
Net income (loss) (2,850) 685 66 (241)
Net income (loss) per share - basic (0.24) 0.06 0.01 (0.02)
Net income (loss) per share - diluted (0.24) 0.05 0.00 (0.02)
- --------------------------------------------------------------------------------------------------
/1/ The loss for the three months ended March 31, 2003 includes a $50.3.
million charge from the uninsured loss of the RDM and a goodwill impairment
charge of $11.9 million.
/2/ The decrease in revenue for the three months ended June 30, 2003
reflects the loss of the recompete for the FCSD contract. The loss includes
the asset impairment charge of $16.1 million.
49
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information required by this item will be contained in the Company's
definitive Proxy Statement for its 2003 Annual Meeting of Stockholders and is
hereby incorporated by reference thereto.
Item 11. Executive Compensation.
The information required by this item will be contained in the Company's
definitive Proxy Statement for its 2003 Annual Meeting of Stockholders and is
hereby incorporated by reference thereto.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item will be contained in the Company's
definitive Proxy Statement for its 2003 Annual Meeting of Stockholders and is
hereby incorporated by reference thereto.
Equity Compensation Plan Information
The following table shows the number of outstanding options and shares
available for future issuance of options under the Company's equity
compensation plans as of June 30, 2003. All of the Company's equity
compensation plans have been approved by the Company's shareholders.
Number of
Securities
Remaining
Number of Available for
Securities to Future Issuance
be Issued Upon Under Equity
Exercise of Weighted-Average Compensation Plans
Outstanding Exercise Price of (Excluding
Options, Outstanding Securities
Warrants Options, Warrants Reflected in
and Rights and Rights Column (a))
(a) (b) (C)
------------------------------------------------------------
Equity compensation plans
approved by shareholders 2,132,291/1/ $ 5.21 2,317,709/2/
Equity compensation plans
not approved by shareholders -- -- --
------------------------------------------------------------
2,132,291 $ 5.21 2,317,709
------------------------------------------------------------
(1) Represents shares of common stock issuable pursuant to outstanding
options under the Non-Qualified Plan, the 1994 Plan and the Directors'
Stock Option plan.
(2) Represents shares of common stock which may be purchased pursuant to
awards under the Non- Qualified Plan, the 1994 Plan and the Directors'
Stock Option plan.
50
Item 13. Certain Relationships and Related Transactions.
The information required by this item will be contained in the Company's
definitive Proxy Statement for its 2003 Annual Meeting of Stockholders and is
hereby incorporated by reference thereto.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are filed as part of the report:
1. Financial Statements.
The following consolidated financial statements of SPACEHAB, Incorporated
and its wholly owned and majority-owned subsidiaries and related notes, are
set forth herein as indicated below.
Page
Report of Ernst & Young LLP, Independent Auditors ................. 25
Consolidated Balance Sheets ....................................... 26
Consolidated Statements of Operations ............................. 27
Consolidated Statements of Stockholders' Equity ................... 28
Consolidated Statements of Cash Flows ............................. 29
Notes to Consolidated Financial Statements ........................ 30
2. Financial Statement Schedules.
All financial statement schedules required to be filed in Part IV, Item 14
(a) have been omitted because they are not applicable, not required, or
because the required information is included in the financial statements or
notes thereto.
3. Exhibits.
Exhibit No. Description of Exhibit
3.1* Amended and Restated Articles of Incorporation of the Company.
3.2 Designation of Rights, Terms and Preferences of Series A Junior
Preferred Stock (see Exhibit 4.4 of this Report on Form 10-K).
3.3++ Designation of Rights, Terms and Preferences of Series B Senior
Convertible Preferred Stock of SPACEHAB, Incorporated.
51
3.4* Articles of Amendment of SPACEHAB, Incorporated, including the
Designation of Rights, Terms and Preferences of Additional Shares
of Series B Senior Convertible Preferred Stock of SPACEHAB,
Incorporated.
3.5* Amended and Restated By-Laws of the Company.
4.1++ Designation of Rights, Terms and Preferences of Series B Senior
Convertible Preferred Stock of the Registrant.
4.2++ Preferred Stock Purchase Agreement between the Registrant and
DaimlerChrysler Aerospace AG dated as of August 2, 1999.
4.3++ Registration Rights Agreement between the Registrant and
DaimlerChrysler Aerospace AG dated as of August 5, 1999.
4.4+ Rights Agreement, dated as of March 26, 1999, between the
Registrant and American Stock Transfer & Trust Company. The
Rights Agreement includes the Designation of Rights, Terms and
Preferences of Series A Junior Preferred Stock as Exhibit A, the
form of Rights Certificate as Exhibit B and the Summary of Rights
as Exhibit C.
10.6* Amended and Restated Representation Agreement, dated August 15,
1995, by and between the Registrant and Mitsubishi Corporation.
10.7* Letter Agreement dated August 15, 1995, by and between the
Registrant and Mitsubishi Corporation.
10.13*////// SPACEHAB, Incorporated 1995 Directors' Stock Option Plan (as
amended and restated effective October 21, 1997).
10.49*// Cost Plus Fee Contract (Number SHB 1013), dated July 31, 1997,
between the Registrant and McDonnell Douglas Corporation,
McDonnell Douglas Aerospace Huntsville Division (the "Research
Double Module Contract").
10.52*// Office Building Lease Agreement, dated October 6, 1993, between
Astrotech and the Secretary of the Air Force (Lease number SPCVAN
- 2-94-001).
10.55*// Loan and Security Agreement, dated July 14, 1997, between
Astrotech and the CIT Group/Equipment Financing, Inc. (the "Term
Loan Agreement").
10.69*/// ESA Contract, Dated October 10, 1997, between the Registrant and
Intospace GmbH (the "ESA Contract").
10.70*//// NAS 9-97199, dated December 21, 1997, between the Registrant and
NASA (the "REALMS Contract").
10.80*///// CSA Contract, dated May 21, 1998, between the Registrant and the
Canadian Space Agency.
10.81*///// Gemini Office Building Lease Agreement, dated January 14, 1998,
between the Registrant and Puget of Texas
10.82*///// SHB98006, dated July 8, 1998, between the Registrant and Benz
Aerospace AG, Raumfahrt-Infrastuktur.
52
10.84*///// Capital Office Park Lease as amended, dated April 23, 1998,
between Astrotech and Eleventh Springhill Lake Associates L.L.P.
10.85+++ Letter Agreement between the Company and Alenia Aerospazio.
10.89+++ Modification S/A 14 to NAS9-97199 dated November 25, 1998,
between the Company and NASA.
10.90++++ SPACEHAB, Incorporated 1994 Stock Incentive Plan (as amended and
restated effective October 14, 1999).
10.93++++ Contract No. NAS 9-18800 between NASA and Johnson Engineering
dated April 28, 1993.
10.94++++ Cost Plus Incentive Fee Contract No. SHB 1014 dated August 14,
1997 between the Boeing Company and the Registrant.
10.95++++ Amended and Restated Employment and Non-Interference Agreement,
dated April 1, 1997, between the Company and Dr. Shelley A.
Harrison, amended and restated as of January 15, 1999.
10.97++++ Lease for property at 555 Forge River Dr. Suite #150, Webster, TX
between Johnson Engineering and CD UP LP a wholly owned
subsidiary of Carey Diversified LLC, successor in interest to
J.A. Billip Development Corporation dated April 30, 1993, as
amended.
10.98++++ Lease for property at 18100 Upper Bay Road, Suite #208, Houston,
TX between Johnson Engineering Corporation and Nassau Development
Company, dated February 19, 1998.
10.99++++ Lease for property at 920, 926 and 928 Gemini Ave., Houston, TX
under Standard Commercial Lease between Johnson Engineering
Corporation and Lakeland Development dated February 1, 1998.
10.100++++ Lease for property at 300 D Street, SW, Suite #814, Washington,
DC, between the Registrant and The Washington Design Center, LLC
dated December 16, 1998.
10.101++++ Lease for property at 16850 Titan, Houston, TX between Johnson
Engineering Corporation and Computer Extension Systems, Inc.
dated August 1, 1999.
10.102++++ Agreement of Sale and Purchase of Leasehold Interest between
Eastern American Technologies Corporation and SPACEHAB,
Incorporated dated August 1997.
10.103*////// SPACEHAB, Incorporated 1997 Employee Stock Purchase Plan.
10.106+++++ Agreement between Astrotech Space Operations, Inc. and McDonnell
Douglas Corporation, dated January 7, 2000.
10.107+++++ Agreement between Astrotech Space Operations, Inc. and Lockheed
Martin Commercial Launch Services, Inc. dated January 24, 2000.
10.108*+ Amendment No. 3 to Loan and Security Agreement, dated January 31,
2000 between the Company, First Union National Bank and certain
other parties.
10.109*+ Employment and Non-Interference Agreement, dated February 14,
2000, between the Company and Julia A. Pulzone.
53
10.111*+ Third Amendment and Assignment of Industrial Real Estate Lease,
and Consent to Assignment of Industrial Real Estate Lease, dated
July 24, 2000, between the Company, American National Insurance
Company and Pall Corporation.
10.112*+ Financing and Security Agreement, dated August 9, 2000, by and
among Bank of America, N.A. and the Company, Johnson Engineering
Corporation, Astrotech Space Operations, Inc. and Space Media,
Inc.
10.114*+++++ Credit agreement dated as of August 30, 2001 by and between
Astrotech Florida Holdings, Inc. and SouthTrust Bank.
10.115*+++++ Third Amendment to Financing and Security Agreement, dated as of
October 24, 2001 by and among Bank of America, N.A. and the
Company, Johnson Engineering Corporation and Astrotech Space
Operations, Inc.
10.116*++++++ Amendment to the Alenia Loan Agreement, dated as of November 15,
2001 by the Company and Alenia Spazio, S.P.A.
10.117*++++++ Fourth Amendment to Financing and Security Agreement, dated as of
January 16, 2002 by and among Bank of America, N.A. and the
Company, Johnson Engineering Corporation and Astrotech Space
Operations, Inc.
10.118**+ Financing and Security Agreement, dated August 29, 2000, by and
among Riggs Bank N.A. and the Company, Johnson Engineering
Corporation and Astrotech Space Operations, Inc.
10.119**+++ Employment and Non-Interference Agreement, dated as of April 1,
2003, between the Company and Michael E. Kearney.
10.120**+++ First amendment to Finance and Security Agreement, dated August
29, 2000, by and among Riggs Bank, N.A. and the Company, Johnson
Engineering Corporation and Astrotech Space Operations, Inc.
16.*++ Changes in Registrant's Certifying Accountant.
21. Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
31.1 Certification Pursuant to 18 U.S. C. Section 1350, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification Pursuant to 18 U.S. C. Section 1350, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification Pursuant to 18 U.S. C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.6**++ Agreement dated October 24, 2002, between the Company and Dr.
Shelley A. Harrison.
* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (File No. 33-97812) and all amendments
thereto, originally filed with the Securities and Exchange
Commission on October 5, 1995.
54
** Incorporated by reference to the Registrant's Report on Form 10-Q
for the quarter ended December 31, 1995, filed February 14, 1996.
*** Incorporated by reference to the Registrant's Report on Form 10-K
for the fiscal year ended June 30, 1996, filed with the
Securities and Exchange Commission on September 17, 1996.
**** Incorporated by reference to the Registrant's Annual Report on
Form 10-K/A for the year ended June 30, 1996, filed with the
Securities and Exchange Commission on December 20, 1996.
***** Incorporated by reference to the Registrant's Report on Form
10-Q/A for the quarter ended September 30, 1996, filed with the
Securities and Exchange Commission on December 20, 1996.
*/ Incorporated by reference to the Registrant's Report on Form 8-K
filed with the Securities and Exchange Commission on February 27,
1997.
*// Incorporated by reference to the Registrant's Report on Form 10-K
for the fiscal year ended June 30, 1997, filed with the
Securities and Exchange Commission on September 12, 1997.
*/// Incorporated by reference to the Registrant's Report on Form 10-Q
for the quarter ended September 30, 2000, filed November 14,
2000.
*//// Incorporated by reference to the Registrant's Report on Form 10-Q
for the quarter ended December 31, 1997, filed February 5, 1998.
*///// Incorporated by reference to the Registrant's Report on Form 10-K
for the fiscal year ended June 30, 1998, filed with the
Securities and Exchange Commission on September 17, 1998.
*////// Incorporated by reference to the Registrant's Definitive Proxy
Statement, filed with the Securities and Exchange Commission on
September 12, 1997.
+ Incorporated by reference to the Registrant's Report on Form 8-K
filed with the Securities and Exchange Commission on April 1,
1999.
++ Incorporated by reference to the Registrant's Report on Form 8-K
filed with the Securities and Exchange Commission on August 19,
1999.
+++ Incorporated by reference to the Registrant's Report on Form 10-Q
for the quarter ended December 31, 1998.
++++ Incorporated by reference to the Registrant's Report on Form 10-K
for the fiscal year ended June 30, 1999, filed with the
Securities and Exchange Commission on September 17, 1999.
+++++ Incorporated by reference to the Registrant's Report on Form 10-Q
for the quarter ended March 31, 2000, filed with the Securities
and Exchange Commission on May 12, 2000.
*+ Incorporated by reference to the Registrant's Report on Form 10-K
for the fiscal year ended June 30, 2000, filed with the
Securities and Exchange Commission on September 12, 2000.
*++ Incorporated by reference to the Registrant's Report on Form 8-K
filed with the Securities and Exchange Commission on September
13, 2000.
*+++ Incorporated by reference to the Registrant's Report on Form 10-Q
for the quarter ended September 30, 2000.
55
*++++ Incorporated by reference to the Registrant's Report on Form 10-Q
for the quarter ended March 31, 2001.
*+++++ Incorporated by reference to the Registrant's Report on Form 10-Q
for the quarter ended September 30, 2001.
*++++++ Incorporated by reference to the Registrant's Report on Form 10-Q
for the quarter ended December 31, 2001.
**+ Incorporated by reference to the Registrant's Report on Form 10-K
for the fiscal year ended June 30, 2002, filed with the
Securities and Exchange Commission of September 17, 2002.
**++ Incorporated by reference to the Registrant's Report on Form 10-Q
for the quarter ended September 30, 2002.
**+++ Incorporated by reference to the Registrant's Report on Form 10-Q
for the quarter ended March 31, 2003.
The following Reports on Form 8-K were filed by the Registrant during the fourth
quarter of the fiscal year ended June 30, 2003 period covered by this report.
(a) Reports on Form 8-K.
1) The Company's earnings release for the period ended March 31,
2003 was filed on Form 8-K on May 9, 2003.
56
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.
SPACEHAB, Incorporated
By: /s/ Michael E. Kearney
-----------------------------------
Michael E. Kearney
President and Chief Executive
Officer
Date: September 29, 2003
By: /s/ Julia A. Pulzone
-----------------------------------
Julia A. Pulzone
Senior Vice President, Finance
and Chief Financial Officer
Date: September 29, 2003
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of this
registrant in the capacities and on the dates indicated.
/s/ Melvin D. Booth Director September 29, 2003
- ----------------------------------
Melvin D. Booth
/s/ Dr. Edward E. David, Jr. Director September 29, 2003
- ----------------------------------
Dr. Edward E. David, Jr.
/s/ Richard Fairbanks, III Director September 29, 2003
- ----------------------------------
Richard Fairbanks
/s/ Dr. Stefan Graul Director September 29, 2003
- ----------------------------------
Dr. Stefan Graul
/s/ Dr. Shelley A. Harrison Director September 29, 2003
- ----------------------------------
Shelley A. Harrison
/s/ Gordon S. Macklin Director September 29, 2003
- ----------------------------------
Gordon S. Macklin
/s/ James R. Thompson Director September 29, 2003
- ----------------------------------
James R. Thompson
57