10-Q 1 d10q.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended.......December 31, 2001 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission file number 0-27206 SPACEHAB, Incorporated 300 D Street, SW Suite 814 Washington, DC 20024 (202) 488-3500 Incorporated in the State of Washington IRS Employer Identification Number 91-1273737 The number of shares of Common Stock outstanding as of the close of business on January 31, 2002: Class Number of Shares Outstanding ----- ---------------------------- Common Stock 11,970,618 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 _____ ---- SPACEHAB, INCORPORATED AND SUBSIDIARIES DECEMBER 31, 2001 QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS
PART 1 - FINANCIAL INFORMATION Page ---- Item 1. Unaudited Condensed Consolidated Financial Statements Unaudited Condensed Consolidated Balance Sheets as of December 31, 2001 and June 30, 2001 3 Unaudited Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2001 and 2000 4 Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2001 and 2000 5 Notes to Unaudited Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitative and Qualitative Disclosure about Market Risk 18 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 19 Item 6. Exhibits and Reports on Form 8-K 20
2 PART 1: FINANCIAL INFORMATION Item 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SPACEHAB, INCORPORATED AND SUBSIDIARIES Condensed Consolidated Balance Sheets
(In thousands, except share data) December 31, June 30, 2001 2001 (unaudited) -------------- ---------- ASSETS Cash and cash equivalents $ 2 ,737 $ 34 Accounts receivable, net 11,621 17,358 Prepaid expenses and other current assets 885 1,381 ----------- ---------- Total current assets 15,243 18,773 Property, plant, and equipment, net of Accumulated depreciation and amortization of $69,784 and $63,580, respectively 180,199 174,054 Goodwill, net of accumulated amortization of $4,028 and $3,500, respectively 20,819 21,347 Investment in Guigne, net 1,800 1,800 Other assets, net 5,901 6,503 ----------- ---------- Total assets $ 223,962 222,477 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Loans payable, current portion $ 195 $ 3 ,459 Revolving loan payable 4,220 6,750 Accounts payable & accrued expenses 15,176 21,023 Accrued subcontracting services 3,172 2,112 Convertible notes payable to shareholder 2,428 7,860 Deferred revenue 15,881 18,993 ----------- ---------- Total current liabilities 41,072 60,197 Loans payable, net of current portion 234 1,439 Convertible notes payable to shareholder 2,628 -- Deferred revenue 7,319 7,235 Convertible subordinated notes payable 63,250 63,250 Construction loan payable 20,476 -- ----------- ---------- Total liabilities 134,979 132,121 Commitments and contingencies Minority interest in consolidated subsidiary 750 -- Stockholders' equity: Series B Senior Convertible Preferred Stock (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 and outstanding 11,970,618 and 11,528,145 shares, respectively 83,058 82,513 Additional paid-in capital 16 16 Accumulated other comprehensive income (476) -- Accumulated Deficit (6,257) (4,065) ----------- ---------- Total stockholders' equity 88,233 90,356 ----------- ---------- $ 223,962 $ 222,477 Total liabilities and stockholders' equity =========== ==========
See accompanying notes to unaudited condensed consolidated financial statements. 3 SPACEHAB, INCORPORATED AND SUBSIDIARIES Unaudited Condensed Consolidated Statements of Operations
(Unaudited) (Unaudited) (In thousands, except share data) Three Months Six Months Ended December 31, Ended December 31, ------------------------------- -------------------------------- 2001 2000 2001 2000 ------------- ------------- -------------- -------------- Revenue $ 27,727 $ 23,975 $ 50,019 $ 50,941 Costs of revenue 20,471 20,836 40,337 43,360 ------------- ------------- -------------- -------------- Gross profit 7,256 3,139 9,682 7,581 ------------- ------------- -------------- -------------- Operating expenses: Selling, general and administrative 5,121 6,124 10,057 12,054 Research and development 125 81 143 195 ------------- ------------- -------------- -------------- Total operating expenses 5,246 6,205 10,200 12,249 ------------- ------------- -------------- -------------- Income (loss) from operations 2,010 (3,066) (518) (4,668) Interest expense, net of capitalized interest (1,308) (807) (2,743) (1,619) Interest and other income, net (17) 1 1,124 163 ------------- ------------- -------------- -------------- Income (loss) before income taxes 685 (3,872) (2,137) (6,124) Income tax (expense) benefit (27) 1,134 (55) 1,906 Net income (loss) ------------- ------------- -------------- -------------- $ 658 $ (2,738) $ (2,192) $ (4,218) ============= ============= ============== ============== Basic income (loss) per share: Net income (loss) per share - basic $ 0.06 $ (0.24) $ (0.19) $ (0.37) ============= ============= ============== ============== Shares used in computing net income (loss) per share - basic 11,833,602 11,374,563 11,740,655 11,359,956 ============= ============= ============== ============== Diluted earnings (loss) per share: Net income (loss) per share - diluted $ 0.05 $ (0.24) $ (0.19) $ (0.37) ============= ============= ============== ============== Shares used in computing net income (loss) per share - diluted 13,166,936 11,374,563 11,740,655 11,359,956 ============= ============= ============== ==============
See accompanying notes to unaudited condensed consolidated financial statements. 4 SPACEHAB, INCORPORATED AND SUBSIDIARIES Unaudited Condensed Consolidated Statements of Cash Flows
(Unaudited) (In thousands) Six Months Ended December 31, 2001 2000 -------------------------------- Operating activities: Net loss $ (2,192) $ (4,218) Adjustments to reconcile net loss to net cash provided by (used for) operating activities: Gain on sale of property and equipment (1,096) -- Depreciation and amortization 7,527 4,468 Changes in assets and liabilities: Decrease in accounts receivable 6,959 7,467 Decrease in prepaid expenses and other current assets 496 560 Increase in other assets (164) (1,261) (Decrease) increase in deferred flight revenue (3,027) 8,721 Decrease in accounts payable and Accrued expenses (6,329) (3,516) Decrease in deferred taxes -- (2,080) Increase in accrued subcontracting services 1,059 -- -------------------------------- Net cash provided by operating activities 3,233 10,141 -------------------------------- Investing activities: Payments for flight assets under construction (1,715) (10,430) Payments for building under construction (11,139) (4,108) Purchases of property, equipment and leasehold improvements (151) (994) Proceeds received from sale of property and equipment 783 -- Deposit on asset sale -- 5 ,000 -------------------------------- Net cash used for investing activities (12,222) (10,532) -------------------------------- Financing activities: Payment of loan payable (3,936) (1,694) Payment of note payable under credit agreement (333) (333) Proceeds from issuance of common stock 545 229 (Repayment) proceeds from revolving line of credit (2,530) 3,650 Proceeds from sale of minority interest in SMI 750 -- Proceeds from construction loan 20,000 -- Payment of convertible note payable to shareholder (2,804) -- -------------------------------- Net cash provided by financing activities 11,692 1,852 -------------------------------- Net change in cash and cash equivalents 2,703 1,461 Cash and cash equivalents at beginning of period 34 6,949 -------------------------------- Cash and cash equivalents at end of period $ 2,737 $ 8,410 ================================
See accompanying notes to unaudited condensed consolidated financial statements. 5 SPACEHAB, INCORPORATED AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements 1. Basis of Presentation: In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring accruals, necessary for a fair presentation of the consolidated financial position of SPACEHAB, Incorporated and subsidiaries ("SPACEHAB" or the "Company") as of December 31, 2001, and the results of their operations and cash flows for the three and six month periods ended December 31, 2001 and 2000. However, the consolidated financial statements are unaudited, and do not include all related footnote disclosures. Certain amounts presented for prior periods have been reclassified to conform with the fiscal year 2002 presentation. The consolidated results of operations for the three and six months ended December 31, 2001 are not necessarily indicative of the results that may be expected for the full year. The Company's results of operations have fluctuated significantly from quarter to quarter (see note 3). The interim unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements appearing in the Company's Form 10-K for the year ended June 30, 2001. 2. Earnings per Share: The following are reconciliation's of the numerators and denominators of the basic and diluted earnings per share computations for the three and six month periods ended December 31, 2001 and 2000: (in thousands except per share data)
Three months ended Three months ended December 31, 2001 December 31, 2000 -------------------------------------------- -------------------------------------------- Income Shares Per Share Income Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount -------------------------------------------- -------------------------------------------- Basic EPS: Income (loss) available to common stockholders $ 658 11,833,602 $ 0.06 $ (2,738) 11,374,563 $ (0.24) Effect of dilutive securities: Convertible notes payable - - - - - - Options and warrants - - - - - - Convertible preferred shares 0 1,333,334 - - - - -------------------------------------------- -------------------------------------------- Diluted EPS: Income (loss) available to common stockholders $ 658 13,166,936 $ 0.05 $ (2,738) 11,374,563 $ (0.24) ============================================ ============================================ Six months ended Six months ended December 31, 2001 December 31, 2000 -------------------------------------------- -------------------------------------------- Income Shares Per Share Income Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount -------------------------------------------- -------------------------------------------- Basic EPS: Loss available to common stockholders $ (2,192) 11,740,655 $ (0.19)$ (4,218) 11,359,956 $ (0.37) Effect of dilutive securities: Convertible notes payable - - - - - - Options and warrants - - - - - - -------------------------------------------- -------------------------------------------- Diluted EPS: Loss available to common stockholders $ (2,192) 11,740,655 (0.19)$ (4,218) 11,359,956 (0.37) ============================================ ============================================
6 Convertible notes payable outstanding as of December 31, 2001, convertible into 4,642,202 shares of common stock at $13.625 per share and due October 2007, were not included in the computation of diluted EPS for the three and six months ended December 31, 2001 and 2000, as the inclusion of the converted notes would be anti-dilutive for these periods. Options and warrants to purchase 3,065,464 shares of common stock at prices ranging from $2.31 to $24.00 per share were outstanding for the three and six months ended December 31, 2001 but were not included in the computation of diluted EPS because the options' exercise prices were greater than the average price of the common shares during the three and six months ended December 31, 2001. Options to purchase 35,000 shares of common stock at $4.125 per share were outstanding as of the three and six months ended December 31, 2000, but were not included in the computation of diluted EPS as the inclusion of these options would be anti-dilutive. These options expire October 14, 2009. Options and warrants to purchase 3,526,301 shares of common stock, at prices ranging from $4.00 to $24.00 per share, were outstanding as of the three and six months ended December 31, 2000 but were not included in the computation of diluted EPS because the options' exercise prices were greater than the average market price of the common shares during the three and six months ended December 31, 2000. The options expire between February 22, 2001 and October 12, 2010. 3. Revenue Recognition Under the Research and Logistics Mission Support ("REALMS") contract and for new contract awards for which the capability to successfully complete the contract can be reasonably assured and the costs at completion can be reliably estimated at contract inception, revenue is recognized under the percentage-of-completion method. The percentage-of-completion method allows the Company to report revenue based on costs incurred on a per mission basis over the period of that mission. The percentage of completion method results in the recognition of revenue over the period of contract performance. With respect to the Flight Crew System Development Contract ("FCSD") cost-plus award and incentive fee contract, Johnson Engineering Corporation's ("JE") revenue is recognized based on costs incurred plus a proportionate amount of estimated fee earned. Award fees, which provide earnings based on the Company's contract performance as determined by the National Aeronautics and Space Administration ("NASA") evaluations, are recorded when the amounts can be reasonably estimated, or are awarded. Revenue provided by the Astrotech payload processing facilities is billed and recognized on a quarterly basis under the terms of its existing long term contracts. Changes in estimated costs to complete are recognized in the period they become know. Revisions to previous estimates to complete arising from a contract modification required to fund an increase in the scope of work due to delays in the timing of the STS-107 launch date, the equitable adjustment, are included in the second quarter of fiscal year 2002 calculations for revenue recognition. The additional contract funding is estimated to have contributed approximately an additional $4.2 million to revenue in the second quarter of fiscal year 2002 based on work performed under the percentage of completion method of revenue recognition. 4. Statements of Cash Flows - Supplemental Information (a) Cash paid for interest costs was $3.9 million and $3.4 million for the six months ended December 31, 2001 and December 31, 2000, respectively. The Company capitalized interest of approximately $941,000 and $2.2 million during the six months ended December 31, 2001 and 2000, respectively. (b) The Company paid no income taxes during the six months ended December 31, 2001 and December 31, 2000. 5. Credit Facilities In June 1997, the Company signed an agreement with a financial institution securing a $10.0 million revolving line of credit (the "Revolving Line of Credit") that the Company may use for working capital purposes. As of August 8, 2000, $4.5 million was drawn on the line of credit. On August 9, 2000, the Company entered into a $15 million revolving credit facility with a different financial institution, which provides 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 7 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 $6.5 million. Effective as of October 24, 2001 the New Credit Facility was further amended. New covenants were established and the term of the agreement was revised to July 31, 2002 with a reduction in the maximum amount allowable to be drawn under the New Credit Facility 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 will be reduced each month beginning January 1, 2002 through July 1, 2002. As of December 31, 2001, $4.2 million was drawn on the New Credit Facility and the maximum amount allowable to be drawn under the New Credit Facility is $6.0 million as of January 1, 2002. 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, approximately $3.1 million of the Term Loan Agreement was repaid. As of December 31, 2001, the Company had loans payable of $329,000 related to equipment financing at the Company's JE subsidiary. In December 1998, the Company amended its agreement with Alenia Spazio S.P.A ("Alenia") relative to the subordinated convertible notes payable to shareholder with an outstanding balance of $11.9 million. In consideration for a payment of $4.0 million, Alenia agreed to reduce the annual interest rate from 12 percent to 10 percent on the outstanding balance as of January 1, 1999, and the interest payment due for the quarter ended December 31, 1998, was waived resulting in an effective interest rate of 8.75 percent. The maturity date of this debt was August 1, 2001 and was subsequently extended to November 15, 2001 to provide for completion of a restructuring agreement. On November 15, 2001 the Company entered into an agreement with Alenia to restructure the terms of this debt to 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 percent. The payment was made on December 31, 2001 and the outstanding balance is $5.1 million. In October 1997, the Company completed a private placement offering for $63.3 million of aggregate principal of its 8% Convertible Subordinated Notes due 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 to be used for capital expenditures associated with the development and construction of space related assets, the purchase of Johnson Engineering and for other general corporate purposes. 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 are to be used to complete the construction of the payload processing facility and supporting infrastructure. The loan is collaterized primarily by the multi year payload processing contracts with The Boeing Company ("Boeing") and Lockheed Martin Corporation ("Lockheed Martin") and the satellite processing facility. Interest accrues on the outstanding principal balance at a LIBOR-based rate, adjustable quarterly. The loan matures on January 15, 2011. 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. The value of the swap agreement declined by approximately $476,000 during the six months ended December 31, 2001 due to declines in the market rate of interest. For the six months ended December 31, 2001, $20.0 million was drawn on the loan. The loan was converted from a construction loan to a term loan on December 31, 2001. Amortization of loan principal will begin on January 15, 2002 and continue on a quarterly basis through the loan maturity date. Interest is payable quarterly on the outstanding principle balance at the rate of 5.62%. 6. Asset Sales On November 30, 2000, Astrium 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 transaction was 8 completed during the three months ended March 31, 2001. SPACEHAB has entered into an agreement with Astrium 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, effective July 26, 2001, 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 are as follows: an initial cash payment at closing, five equal monthly payments beginning September 2001 and a promissory interest bearing note, secured by the Astrotech Sounding Rocket Program intellectual property, due July 26, 2002. Astrotech has recorded a gain of approximately $1.1 million on the sale. On August 9, 2001, SPACEHAB's Johnson Engineering ("JE") Subsidiary sold its Filter Housing Machining operations assets and technology for approximately $850,000 to Clear Lake Industries Holdings LLC ("CLI"), a company recently formed by W.T. Short, retired SPACEHAB Senior Vice President for JE. The sale was effective July 1, 2001. The terms of the sale are as follows: an initial cash payment at closing and an interest-bearing note due June 29, 2006. The sale was recorded at book value. 7. Segment Information Based on its organization, the Company currently operates in four major business segments: SPACEHAB, now designated Flight Services for Company management reporting, JE, Astrotech and Space Media, Inc. ("SMI"). Flight Services was founded to commercially develop space habitat modules and carriers that operate in the cargo bay of the Space Shuttles. Flight Services provides a turnkey service that includes access to the modules and carriers and provides integration and operations support services for both NASA and commercial customers. JE is primarily engaged in providing engineering services and products to the Federal Government and NASA, primarily under the Flight Crew System Development ("FCSD") Contract. Astrotech provides payload processing facilities to serve the satellite manufacturing and launch services industry. Astrotech currently provides launch site preparation facilities for flight ready satellites of major U.S. space launch companies and satellite manufacturers. SMI was established in April 2000, to develop space themed commercial business activities. The All Other segment, established this fiscal year, includes start up business units, which are expected to provide services to the Federal Government and NASA. The Company's chief operating decision maker utilizes both revenue and income before taxes, including allocated interest based on the investment in the segment, in assessing performance and making overall operating decisions and resource allocations. As such, other income or expense items including taxes and corporate overhead have not been allocated to the various segments. 9 (in thousands) Three Months Ended December 31, 2001
Pre-Tax Net Depreciation Income Fixed And Revenue (loss) Assets Amortization ----------------------------------------------------- Flight Services $ 15,416 $ 1,251 $ 131,226 $ 2,991 Johnson Engineering 9,952 834 1,847 420 Astrotech 1,988 (59) 47,036 250 SMI 239 (450) 78 65 All other 132 (891) 12 - ----------------------------------------------------- $ 27,727 $ 685 $ 180,199 $ 3,726 ===================================================== Three Months Ended December 31, 2000 Net Depreciation Pre-Tax Fixed And Revenue Income Assets Amortization (loss) ----------------------------------------------------- Flight Services $ 9,352 $ (510) $ 139,316 $ 1,399 Johnson Engineering 13,402 (899) 2,847 395 Astrotech 1,103 (861) 30,845 234 SMI 118 (1,602) 578 8 All other - - - - ----------------------------------------------------- $ 23,975 $(3,872) $ 173,586 $ 2,036 ===================================================== Six Months Ended December 31, 2001 Pre-Tax Net Depreciation Income Fixed And Revenue (loss) Assets Amortization ----------------------------------------------------- Flight Services $ 25,018 $(2,286) $ 131,226 $ 5,655 Johnson Engineering 20,127 1,236 1,847 811 Astrotech 4,235 1,578 47,036 474 SMI 363 (1,046) 78 148 All other 276 (1,619) 12 - ----------------------------------------------------- $ 50,019 $(2,137) $ 180,199 $ 7,088 ===================================================== Six Months Ended December 31, 2000 Pre-Tax Net Depreciation Income Fixed and Revenue (loss) Assets Amortization ----------------------------------------------------- Flight Services $ 20,533 $(1,472) $ 139,316 $ 2,861 Johnson Engineering 28,031 150 2,847 828 Astrotech 2,214 (1,882) 30,845 480 SMI 163 (2,920) 578 16 All other - - - - ------------------------------------------------------- $ 50,941 $(6,124) $ 173,586 $ 4,185 =======================================================
10 8. Investment in SMI Pursuant to agreements entered into as of September 27, 2001, eScottVentures II, LLC, of Melbourne, Florida, purchased 5,914,826 newly issued shares of SMI's Series A redeemable, convertible preferred stock for $750,000. These shares are convertible at the option of the holder one for one into SMI common stock. Holders of the Series A preferred stock are entitled to receive dividends only when and if declared by SMI's Board. On and after September 28, 2004, the holders of at least two-thirds of the outstanding Series A preferred stock can require SMI to redeem their shares. eScottVentures II has assumed a seat on SMI's board of directors along with its equity stake. SPACEHAB's ownership in Space Media, Inc. has been reduced to approximately 51% based on voting rights as a result of eScottVentures II equity investment. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. General 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" sections of this Item 2. 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 successful development and commercialization of the Research Double Module and related new commercial space assets, deployment of the ISS, technological difficulties, product demand and market acceptance risks, the effect of economic conditions, uncertainty in government funding and the impact of competition. SPACEHAB was incorporated in 1984 to commercially develop space habitat modules to operate in the cargo bay of the Space Shuttles. SPACEHAB, along with Johnson Engineering Corporation ("JE"), formerly designated Engineering Services ("ES") for Company management reporting, the Astrotech Space Operations, Inc. ("Astrotech") and Space Media, Inc. ("SMI") subsidiaries define the Company. SPACEHAB's Flight Services business segment provides a turnkey service that includes access to the modules and provides integration and operations support services to NASA and commercial customers. Astrotech currently provides launch site preparation of flight-ready satellites to major U.S. space launch companies and satellite manufacturers. JE was incorporated in the state of Colorado in 1973 and is primarily engaged in providing engineering services and products to the federal government, primarily NASA, under both prime contracts and subcontracts. JE also provides engineering fabrication services to commercial customers. These services include designing and fabrication of space flight hardware, mockups and museum exhibits. On April 11, 2000, the Company announced the formation of Space Media, Inc. ("SMI"), a majority-owned subsidiary, to develop space-themed commercial business activities. SMI is also managing the Company's S*T*A*R*S tm (Space Technology and Research Students) global space education program. On June 28, 2000, SMI acquired all of the capital stock of The Space Store. The Space Store, an online retail operation, offers an assortment of space-related products. The Company currently operates under two significant contracts with NASA: (1) the REALMS Contract, currently a $182.1 million firm fixed price contract for Space Shuttle system and International Space Station ("ISS") research and logistics services that commenced in December 1997 with a period of performance through December 2003; and (2) the FCSD contract is currently a $366.6 million multitask cost-plus-award and incentive-fee contract, that commenced in May 1993 and was scheduled to conclude in April 2001. NASA has exercised its option to extend certain tasks for an additional year through April 2002. NASA has recently requested that the Company provide a proposal for continuation of the contract through September 30, 2002 and has also requested that the Company provide estimates for three 1-month options through December 31, 2002. The original REALMS contract provided for two research missions and two logistics missions. In October 1999, NASA executed a modification to the REALMS contract to provide for an extension of the period of performance through 11 December 2003 and to facilitate NASA's ability to add additional research and logistics missions to the existing contract during this extended time as pre-priced option missions. To date, NASA has exercised three option missions including two ISS logistics missions and one Space Shuttle research mission. The REALMS contract also provides SPACEHAB with an opportunity to significantly increase its revenue through commercial sales of a portion of the payload capacity on each research or logistics mission. The current commercial value of this commercial capacity is approximately $38.0 million. The first mission under the REALMS contract, STS-95, which carried Senator John Glenn back into space, was completed in October 1998. The second, third, fourth and fifth missions, which were logistics missions to the ISS were flown in May 1999 (STS-96), May 2000 (STS-101), September 2000 (STS-106) and August 2001(STS-105). The remaining missions currently under the REALMS contract, STS-107 (research module mission) and STS-112 (research module mission) are currently scheduled to fly in July 2002 and August 2004, respectively. SPACEHAB is in final negotiations with NASA for two logistics missions utilizing both a SPACEHAB pressurized module and the ICC. SPACEHAB also has a $17.9 million contract directly with The Boeing Company ("Boeing"), NASA's prime contractor for ISS development and assembly, for an ISS logistics mission, STS-102 (ICC mission) that flew in March 2001 and a deployable ICC mission on flight STS-113 that is scheduled to fly in January 2003. During the year ended June 30, 2000, Astrotech completed negotiations of long-term extensions to payload processing contracts with its two largest customers, Boeing and Lockheed Martin. Astrotech received a six-year contract from Lockheed Martin for Atlas V payload processing (with options through 2010) and a ten-year contract from Boeing for Delta IV payload processing. Lockheed Martin exercised one of its available five, one-year extensions during the period ended March 31, 2001. The minimum revenue commitments under these contracts combined is $85 million over 10 years. Revenue ------- Flight Services generates revenue by providing a turnkey service that includes access to the modules and provides integration and operations support services to scientists and researchers responsible for the experiments and/or logistics supplies for module missions aboard the Space Shuttle System. For the REALMS contract and for contract awards for which the capability to successfully complete the contract can be demonstrated at contract inception, revenue recognition is being reported under the percentage-of-completion method based on costs incurred on a per mission basis over the period of the mission. The percentage-of-completion method results in the recognition of revenue over the period of contract performance. JE generates revenue primarily from its multi-year cost plus award and incentive-fee contract with NASA. JE's flight crew support services include operations, training and fabrication of mockups at NASA's Neutral Buoyancy Laboratory, and at NASA's Space Vehicle Mockup Facility ("SVMF"), where astronauts train for both Space Shuttle and International Space Station missions. JE also designs and fabricates flight hardware, provides crew operations and stowage integration support, human systems engineering support and is also responsible for configuration management support to the ISS Program Office. With respect to the FCSD cost-plus award and incentive fee contract, Johnson Engineering Corporation's ("JE") revenue is recognized based on costs incurred plus a proportionate amount of estimated fee earned. Award fees, which provide earnings based on the Company's contract performance as determined by the National Aeronautics and Space Administration ("NASA") evaluations, are recorded when the amounts can be reasonably estimated, or are awarded. Changes in estimated costs to complete and estimated amounts recognized as award fees are recognized in the period they become known. JE is also generating commercial revenue under both fixed price and time and material contracts. Astrotech revenue is derived from various multi-year fixed price contracts with satellite and launch vehicle manufacturers. 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, installation of the solid rocket motors, loading of the liquid propellant, encapsulation of the satellite in the launch vehicle, transportation to the launch pad and command and control of the satellite during pre-launch countdown. Revenue provided by the Astrotech payload processing facilities is billed and recognized on a quarterly basis under the 12 terms of its existing long term contracts. In addition, Astrotech generates revenue from an exclusive multi-year agreement to process all Sea Launch program payloads at the Sea Launch facility in Long Beach, California. Space Media, Inc. generated $363,000 of revenue for the period ended December 31, 2001 primarily through its wholly owned subsidiary, The Space Store, an online retail business, from the sale of space-related products. Costs of Revenue ---------------- 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 JE. 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 are also included in costs of revenue and are recorded as incurred. RESULTS OF OPERATIONS For the three months ended December 31, 2001 as compared to the three months ended December 31, 2000. Revenue. Revenue increased by 16% to approximately $27.7 million as compared to ------- $24.0 million for the three months ended December 31, 2001 and 2000, respectively. For the three months ended December 31, 2001, revenue of $15.4 million was recognized from the REALMS Contract with NASA and with related commercial customers, $10.1 million from JE primarily under the FCSD and Configuration Management Contract ("CM"), $2.0 million from Astrotech and $240,000 from SMI operations. In contrast, for the three months ended December 31, 2000, revenue of $9.4 million was recognized from the REALMS Contract with NASA and with related commercial customers, $13.4 million from JE under the FCSD Contract, $1.1 million from Astrotech and $118,000 from SMI operations. The increase in revenue under the REALMS contract is primarily attributable the equitable adjustment added to the contract. Changes in estimated costs to complete are recognized in the period they become know. Revisions to previous estimates to complete arising from a contract modification required to fund an increase in the scope of work due to delays in the timing of the STS-107 launch date, the equitable adjustment, are included in the second quarter of fiscal year 2002 calculations for revenue recognition. The additional contract funding is estimated to have contributed approximately an additional $4.2 million to revenue in the second quarter of fiscal year 2002 based on work performed under the percentage of completion method of revenue recognition. Revenue at JE decreased due to the deletion of various tasks, primarily flight hardware, when the FCSD contract was modified in structure. 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. Costs of Revenue. Costs of revenue for the three months ended December 31, 2001 ---------------- decreased by 2% to $20.5 million, as compared to $20.8 million for the three months ended December 31, 2000. For the period ended December 31, 2001, integration and operations costs for the REALMS and related commercial customer contracts were $7.7 million, $8.7 million for JE, $1.0 million for Astrotech payload processing, $153,000 million for SMI, and $2.9 million of depreciation expense. For the three months ended December 31, 2000, integration and operations costs for the REALMS and related commercial customer contracts were $6.6 million, $11.7 million for JE, $1.0 million for Astrotech payload processing, $176,000 for SMI, and $1.3 million of depreciation expense. The increase in costs of revenue under the REALMS contract is primarily due to a retroactive rate increase from a major subcontractor. The decrease at JE is primarily due to the deletion of the tasks for delivery of flight hardware products from the FCSD contract. The increase in depreciation expense is primarily attributable to deprecation of the Research Double Module ("RDM") which was placed in service in January 2001. Operating Expenses. Operating expenses decreased 15% to approximately $5.2 ------------------ million for the three months ended December 31, 2001 as compared to approximately $6.2 million for the three months ended December 31, 2000. Selling, general and administrative expenses decreased approximately $1.0 million as compared to the same period last year primarily due to refocusing the efforts of SMI. SMI's expenses decreased approximately $1.0 million for the three months ended December 31, 2001 as compared to the same period last year. 13 Research and Development ("R&D") expenses increased approximately $44,000 for the three months ended December 31, 2001 as compared to the comparable period in the prior year due to minimal R&D expenditures on the EnterpriseTM module. Interest and Other Expense. Interest expense was approximately $1.3 million for -------------------------- the three months ended December 31, 2001 and approximately $0.8 million for the three months ended December 31, 2000. There was also approximately $562,000 and $1.1 million of interest capitalized for the three months ended December 31, 2001 and 2000, respectively. The increase in interest expense is due to less capitalized interest in the three months ended December 31, 2001 than in the three months ended December 31, 2000. Interest is capitalized based on the construction of the Company's modules and additional facilities being constructed by Astrotech. Interest and Other Income. Interest and other income was approximately $17,000 ------------------------- of expense for the three months ended December 31, 2001. The Company recognized a pre tax loss of $81,000 on the sale of assets to Astrium for the three months ended December 31, 2000. Income Taxes. Based on the Company's projected taxable status for fiscal year ------------ 2002, the Company recorded a tax expense of approximately $27,000 as compared to a tax benefit of $1.1 million for the three months ended December 31, 2000. Net Income (Loss). The net income for the three months ended December 31, 2001 ----------------- was approximately $650,000 or $0.06 per share basic and $0.05 per share diluted on 11,833,602 shares and 13,166,936 shares respectively as compared to net loss of $2.7 million or $0.24 per share (basic and diluted EPS) on 11,374,563 shares for the three months ended December 31, 2000. For the six months ended December 31, 2001 as compared to the six months ended December 31, 2000. Revenue. Revenue decreased 2% to approximately $50.0 million as compared to ------- $50.9 million for the six months ended December 31, 2001 and 2000, respectively. For the six months ended December 31, 2001, revenue of $25.0 million was recognized from the REALMS Contract with NASA and with related commercial customers, $20.4 million from JE primarily under the FCSD Contract, $4.2 million from Astrotech, and $400,000 for SMI. In contrast, for the six months ended December 30, 2000, revenue of $20.5 million was recognized from the REALMS Contract with NASA and with related commercial customers, $28.0 million from JE under the FCSD Contract, $2.2 million from Astrotech, and $163,000 for SMI. The increase in revenue under the REALMS contract is primarily attributable to the equitable adjustment added to the contract. Changes in estimated costs to complete are recognized in the period they become know. Revisions to previous estimates to complete arising from a contract modification required to fund an increase in the scope of work due to delays in the timing of the STS-107 launch date, the equitable adjustment, are included in the second quarter of fiscal year 2002 calculations for revenue recognition. The additional contract funding is estimated to have contributed approximately an additional $4.2 million to revenue in the second quarter of fiscal year 2002 based on work performed under the percentage of completion method of revenue recognition. Revenue at JE decreased due to the deletion of various tasks, primarily flight hardware, when the FCSD contract was modified in structure. 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. Costs of Revenue. Costs of revenue for the six months ended December 31, 2001 ---------------- decreased by 7% to $40.3 million, as compared to $43.4 million for the comparable period last year. For the six months ended December 31, 2001, integration and operations costs for the REALMS and related commercial customer contracts were $14.6 million, $18.0 million for JE, $1.9 million for Astrotech payload processing, $363,000 for SMI, and $5.4 million of depreciation expense. For the six months ended December 31, 2000, integration and operations costs for the REALMS and related commercial customer contracts were $13.5 million, $24.9 million for JE, $2.0 million for Astrotech payload processing, $169,000 for SMI, and $2.8 million of depreciation expense. The increase in costs of revenue under the REALMS contract is primarily due to a retroactive rate increase from a major subcontractor. The decrease at JE is primarily due to the deletion of the tasks for delivery of flight hardware products from the FCSD contract. The increase in depreciation expense is primarily attributable to depreciation of the RDM which was placed in service in January 2001. Operating Expenses. Operating expenses decreased approximately 17% to ------------------ approximately $10.2 million for the six months ended December 31, 2001 as compared to approximately $12.2 million for the six months ended December 31, 2000. Selling, general and administrative expenses decreased as compared to the same period last year primarily due to refocusing the efforts of SMI. SMI's expenses decreased approximately $1.8 million for the six months ended December 31, 2001 as compared to the same period last year. Other reductions in selling, general and administrative expenses of 14 approximately $0.2 million are primarily attributable to cost reductions instituted during the last half of the fiscal year ended June 30, 2001. R&D expenses decreased by approximately $52,000 for the period ended December 31, 2001 as compared to the comparable period last year due to the Company's emphasis on completing existing assets in progress and limited new projects. Interest and Other Expense. Interest expense was approximately $2.7 million for -------------------------- the six months ended December 31, 2001 and approximately $1.6 million for the six months ended December 31, 2000. There was also approximately $941,000 and $2.2 million of interest capitalized for the six months ended December 31, 2001 and 2000, respectively. The increase in interest expense is due to less capitalized interest in the six months ended December 31, 2001 than in the six months ended December 31, 2000. Interest is capitalized based on the construction of the Company's modules and additional facilities being constructed by Astrotech. Interest and Other Income. Interest and other income was approximately $1.1 ------------------------- million and $0.2 million for the six months ended December 31, 2001 and 2000, respectively. The Company recorded a gain of approximately $1.1 million on the sale of the Oriole Sounding Rocket assets during the six months ended December 31, 2001. Interest income is earned on the Company's short-term investments. Income Taxes. Based on the Company's projected taxable status for fiscal year ------------ 2002, the Company recorded a tax expense of approximately $55,000 for the six months ended December 31, 2001, as compared to $1.9 million tax benefit recorded for the six months ended December 31, 2000. Net Income (Loss). The net loss for the six months ended December 31, 2001 was ----------------- approximately $2.2 million or $0.19 per share (basic and diluted EPS) on 11,740,655 shares as compared to net loss of $4.2 million or $0.37 per share (basic and diluted EPS) on 11,359,956 shares for the six months ended December 31, 2000. LIQUIDITY AND CAPITAL RESOURCES 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. In June 1997, the Company signed an agreement with a financial institution securing a $10.0 million revolving line of credit (the "Revolving Line of Credit") that the Company may use for working capital purposes. As of June 30, 2000, $4.5 million was drawn on the line of credit, which expired on August 31, 2000. On August 9, 2000, the Company entered into a $15 million revolving credit facility with a different financial institution, which provides 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 original term of the new agreement at the time was through August 2003. In conjunction with the Astrotech Financing of its satellite processing facility in Titusville, Florida in August 2001, the terms of the New Credit Facility was 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 $6.5 million. Effective as of October 24, 2001 the New Credit Facility was further amended. New covenants were established and the term of the agreement was revised to July 31, 2002 with a reduction in the maximum amount allowable to be drawn under the New Credit Facility to $3.0 million in May 2002. Effective as of 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 will be reduced each month beginning January 1, 2002 through July 1, 2001. As of December 31, 2001, $4.2 million was drawn on the New Credit Facility and the maximum amount allowable to be drawn under the New Credit Facility is $6.0 million as of January 1, 2002. 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 December 31, 2001, the Company had loans payable of $329,000 related to equipment financing at the Company's JE subsidiary. 15 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. In December 1998, the Company amended its agreement with Alenia Spazio S.p.A ("Alenia") relative to the subordinated convertible notes payable to Alenia with an outstanding balance of $11.9 million. In consideration for a payment of $4.0 million, Alenia agreed to reduce the annual interest rate from 12 percent to 10 percent on the outstanding balance as of January 1, 1999, and the interest payment due for the quarter ended December 31, 1998, was waived resulting in an effective interest rate of 8.75 percent. The maturity date of this debt was extended from August 1, 2001 to November 15, 2001. On November 15, 2001 the Company entered into an agreement with Alenia to restructure the terms of this debt to provide for a $3.0 million payment on December 31, 2001 and repayment of the remaining principal over an extended period. The revised agreement provides for a payment of $3.0 million 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 percent. The payment was made on December 31, 2001 and the outstanding balance is $5.1 million. On August 2, 1999, Astrium GmbH ("Astrium"), a related party, 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, Astrium, a related party, purchased all of SPACEHAB's 975,000 authorized and unissued shares of preferred stock. At the Annual Meeting of stockholders 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 Astrium, a related party, allowing them to purchase the additional 358,334 preferred shares. The preferred stock purchase increased Astrium's, a related party, investment voting interest in SPACEHAB to approximately 11.5 percent. 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 flows provided by operating activities for the six months ended December 31, 2001 and December 31, 2000 were $3.2 million and $10.1 million, respectively. The significant change during the six months ended December 31, 2001 was the decrease in deferred flight revenue due primarily to completion of various tasks required under the REALMS and related commercial contracts. Accounts payable and accrued expenses decreased by $6.3 million due to payments made to various vendors. Accounts receivable decreased due to collections from various customers primarily under the REALMS and FCSD contracts. The increase in depreciation and amortization from $4.5 million to $7.5 million, is primarily the result of the completion of the Research Double Module which was completed in December 2000. Cash Flows from Investing Activities. For the six months ended December 31, 2001 and 2000, cash flows used for investing activities consisted of approximately $12.2 million and $10.5 million, respectively. For the period ended December 31, 2001, $11.1 million was spent on the completion of the payload processing facilities at Astrotech relative to the contract extensions with Boeing and Lockheed Martin. In addition, $1.7 million was spent on various flight assets primarily the Vertical Cargo Carrier ("VCC"). The Company received $783,000 in cash proceeds from the sale of the Oriole sounding rocket assets and the equipment sold to Clear Lake Industries. For the period ended December 31, 2000, the Company received $5.0 million from Astrium for the phase I sale of the ICC assets. In addition, $4.1 million was spent for the construction of payload processing facilities at Astrotech relative to the contract extensions with Boeing and Lockheed Martin and $10.4 million was spent for the construction of flight assets, primarily the RDM, the EnterpriseTM module, the Spacehab Universal Communications System ("SHUCS") and the ICC ("ICC") assets sold to Astrium. Cash Flows from Financing Activities. Cash flows provided by financing activities were approximately $11.7 million and $1.9 million for the six months ended December 31, 2001 and 2000, respectively. The Company paid $9.6 million of debt during the six months ended December 31, 2001, including the loan payable, the note payable, the revolving line of credit and the payment to Alenia. $3.1 million of the loan payable was in conjunction with the Astrotech financing. The Company received $750,000 in the form of external equity investment in SMI. The Company received $20.0 million relative to the Astrotech financing. During the period ended December 16 31, 2000, $3.7 million was drawn on the revolving line of credit and $2.0 million under various credit agreements was subsequently repaid. The Company's liquidity has been constrained over the past fiscal year. A significant portion of this constraint arose from funding of new operations and assets to support future Company growth and construction of the new Astrotech Florida facility prior to obtaining external financing. In addition, in prior periods the Company was committed to capital investments to complete certain flight assets. Due to changes in the external markets, the Company reevaluated its strategy. Beginning in the third quarter of the fiscal year ended June 30, 2001, management began an aggressive multi-faceted plan to improve the Company's financial position and liquidity. This plan included the following components: i) completing the external financing for the new facility required to support operations at Astrotech's Florida location; ii) reducing operating costs and establishing an operating plan for fiscal year 2002 which provides for sufficient cash flow to support efficient operations; iii) renegotiating the terms and conditions of the revolving line of credit; iv) limiting cash commitments for future capital investments and new asset development; v) restructuring the repayment of certain debts maturing in fiscal year 2002; vi) divesting non-core assets; vii) obtaining external investor funding for its Space Media subsidiary; viii) completing negotiations for certain contract equitable adjustments due to the Company under it long-term services contract with NASA; and ix) improving the overall liquidity of the Company. Management anticipates that this strategy will generate sufficient liquidity to support its operations and satisfy its debt obligations. Under this plan, the Company undertook extensive efforts to reduce cash required for both operations and capital investments. Specifically, the Company took steps to reduce overhead beginning in the third quarter of the fiscal year 2001 and reduced its workforce by approximately 10%. The Company's fiscal year 2002 operating plan will continue to realize efficiencies from these actions. In August 2001, Astrotech completed documentation and obtained $20 million of financing for the expansion of its payload processing facilities. The financing provides funds for completion of the facility construction as well as a return of approximately $7.7 million of previously invested working capital of the Company. The Company used approximately $3.1 million of these working capital funds to repay an existing obligation under Astrotech's credit facility. 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. Under this plan, the Company refocused the scope of SMI's operations on near term initiatives in order to maximize the potential return of capital invested to date in SMI. Pursuant to agreements entered into as of September 27, 2001, eScottVentures II, LLC, of Melbourne, Florida, purchased 5,914,826 newly issued shares of SMI's Series A redeemable, convertible preferred stock for $750,000. These shares are convertible at the option of the holder one for one into SMI common stock. Holders of the Series A preferred stock are entitled to receive dividends only when and if declared by SMI's Board. On and after September 28, 2004, the holders of at least two-thirds of the outstanding Series A preferred stock can require SMI to redeem their shares. eScottVentures II has assumed a seat on SMI's board of directors along with its equity stake. SPACEHAB's ownership in Space Media, Inc. has been reduced to approximately 51% based on voting rights as a result of eScottVentures II equity investment. On October 24, 2001, the Company completed negotiations with its senior lender to revise the terms and conditions of the New Credit Facility. The revised terms and conditions provide for new covenants, a maturity date of July 31, 2002 on the facility and a reduction in the loan value to $3.0 million in May 2002. On January 16, 2002 the New Credit Facility was further amended. Pursuant to the amendment, effective as of December 31, 2001, certain collateral was released by the financial institution and the maximum amount allowable to be drawn under the New Credit Facility will be reduced each month beginning January 1, 2002 through July 1, 2002. The Company is in compliance with all material terms and conditions of the New Credit Facility. The Company intends to seek a new lending arrangement with a commercial lender prior to the expiration of the term of the New Credit Facility. On November 15, 2001 the Company entered into an agreement with Alenia to restructure its existing obligation. The revised agreement provides for a payment of $3.0 million 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 percent. The payment was made on December 31, 2001 and the outstanding balance is $5.1 million. 17 During the six months ended December 31, 2001, the Company has repaid approximately $9.6 million of obligations under various credit agreements and the revolving line of credit. The Company's plans indicate that all cash generated from operations during the current fiscal year will be used to fund operations and reduce existing debt. The following table summarizes the contractual obligations of the Company and its subsidiaries at the end of December 2001, for the current year and for future periods. The terms of certain contractual obligations are such that repayment obligations may be accelerated under certain circumstances.
Contractual Obligations ($ in thousands) Remaining in Fiscal Fiscal Fiscal Fiscal At Year Year Year Year Contractual Obligations December 31, 2001 2002 2003 2004 2005 Thereafter ------------------------------------------------------------------------------------------------------------------- Long-term Debt $ 72,854 4,791 3,453 1,360 0 $ 63,250 Construction Loan Payable 20,000 884 2,039 2,218 2,412 12,447 Capitalized Leases 71 20 28 22 1 0 Operating leases 9,393 1,133 1,824 864 668 4,904 ------------------------------------------------------------------------------------------------------------------- Total Contractual Cash Obligations $ 102,318 6,828 7,344 4,464 3,081 $ 80,601 ===========================================================================
The Company has completed its efforts to secure the remaining portion of contract funding on the equitable adjustment due under its contract with NASA for Space Shuttle mission STS-107. Final approval of the equitable adjustment was negotiated on November 9, 2001. As discussed above, management has implemented and completed a majority of the plan begun in the third quarter of the fiscal year 2001 and continues to manage costs and execute the Company's fiscal year financial plan. Provided that the Company is able to and continues to successfully execute its multi-faceted plan to improve the Company's financial position and liquidity, the Company believes that cash flows from operations, funds provided from its Astrotech expansion financing, borrowings under the New Credit Facility and spending reductions related to discretionary capital expenditures and other expenses will be sufficient to enable the Company to meet its cash requirements for the next twelve months. If the Company is unable to successfully execute its financial plan, cash flow may be insufficient to cover the Company's operating and debt service requirements in fiscal year 2002 and future periods. Recent Accounting Pronouncements -------------------------------- In June 2001, the Financial Accounting Standards Board issued SFAS No. 142, "Accounting for 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. Early adoption of this standard is permitted July 1, 2001, however, the Company did not adopt the new standard early. The Company will be required to adopt the new rules effective July 1, 2002. The elimination of amortization of goodwill is expected to increase earnings by approximately $1.0 million. The Company will analyze and assess the impairment provisions of the new Statement, but has not yet determined the impact, if any, of the adoption of those provisions. ITEM 3. 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 August 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. The value of the swap agreement declined by approximately $476,000 during the six months ended December 31, 2001 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. 18 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS NONE ITEM 2. CHANGES IN SECURITIES NONE ITEM 3. DEFAULTS UPON SENIOR SECURITIES NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Shareholders was held on November 20, 2001. A quorum of at least one-third of the issued and outstanding common stock and Series B Senior Convertible Preferred Stock of the Company, voting together, was present and voting. (a) At the Annual Meeting of Shareholders, candidates for the Board of Directors stood for and were duly elected, with each nominee receiving a vote of at least 8,660,306 votes: The directors elected by the holders of the common stock are: Hironori Aihara Melvin D. Booth Dr. Edward E. David, Jr. Richard Fairbanks Dr. Shelley A. Harrison Gordon S. Macklin Michael E. Kearney James R. Thompson The director elected by the holder of the Series B Senior Convertible Preferred Stock is: Josef Kind The following matter was brought to a vote of the shareholders at the meeting: (b) The ratification of the appointment of Ernst & Young LLP as the Company's independent auditors for fiscal year 2002. For 9,547,452 Against 22,673 Abstain 5,050 19 ITEM 5. OTHER INFORMATION NONE ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. The separate Index to Exhibits accompanying this filing is incorporated herein by reference. Exhibit No. Description of Exhibits ----------- ----------------------- 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. (b) Reports on Form 8-K. None 20 Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SPACEHAB, INCORPORATED Date: February 12, 2002 /s/ Julia A. Pulzone -------------------------------------------- Julia A. Pulzone Senior Vice President, Finance and Chief Financial Officer /s/ Michael E. Kearney -------------------------------------------- Michael E. Kearney President and Chief Operating Officer 21