-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HcDB8abuzlsi+uWlDsUZ17jJO10aJbv7ROtxZ96vqs6QK07phrZoUaTgHEgiV56L bsgj0HK+vMcVIAbqh9ZLxA== 0000928385-03-001510.txt : 20030509 0000928385-03-001510.hdr.sgml : 20030509 20030509085358 ACCESSION NUMBER: 0000928385-03-001510 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030509 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPACEHAB INC \WA\ CENTRAL INDEX KEY: 0001001907 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 911273737 STATE OF INCORPORATION: WA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27206 FILM NUMBER: 03689069 BUSINESS ADDRESS: STREET 1: 300 D STREET S W STREET 2: STE 814 CITY: WASHINGTON STATE: DC ZIP: 20024 BUSINESS PHONE: 7038213000 MAIL ADDRESS: STREET 1: 1595 SPRING HILL ROAD STREET 2: SUITE 360 CITY: VIENNA STATE: VA ZIP: 22182 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of Earliest Event Reported) - May 9, 2003 --------------- Spacehab, Incorporated (Exact name of registrant as specified in its charter) Washington 0-27206 91-1273737 (State or other jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) 601 13/th/ Street, NW, Suite 900 South, Washington, DC 20005 (Address of principal executive offices) (Zip Code) (202) 488-3500 (Registrant's telephone number, including area code) (Former name or address, if changed since last report) Item 9. Regulation FD Disclosure and Item 12, Results of Operations and Financial Condition.* On May 8, 2003, SPACEHAB, Inc. issued a press release announcing the results for the third quarter of fiscal year 2003. A copy of the press release is attached hereto as Exhibit 99.7. SPACEHAB, Inc. includes certain non-GAAP disclosures in its earnings releases. Management believes that these disclosures are more indicative of the underlying trends in the operations of the Company and will continue to provide the information. The Company provides a reconciliation of the non-GAAP information furnished to the GAAP information presented. * The information furnished under Item 9 of the Current Report on Form 8-K shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange act of 1934, as amended, or otherwise subject to the liabilities of that section. 2 SIGNATURES 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, INC. By: /s/ Julia A. Pulzone --------------------------------- Julia A. Pulzone Senior Vice President, Finance And Chief Financial Officer Dated: May 9, 2003 3 EXHIBIT INDEX Exhibit No. Description 99.7* Press release, dated May 8, 2003, announcing the results for the third fiscal quarter of 2003. * The information furnished under Item 9 of this Current Report on Form 8-K, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. 4 EX-99.7 3 dex997.txt REGULATION FD DISCLOSURE EXHIBIT 99.7 [SPACEHAB LOGO APPEARS HERE] SPACEHAB, Inc. 601 13/th/ Street NW, Suite 900 South Washington, DC 20005 1.202.488.3500 fax: 1.202.488.3100 www.spacehab.com FOR IMMEDIATE RELEASE SPACEHAB REPORTS THIRD QUARTER RESULTS FOR FISCAL 2003 Results Reflect Improved Operating Performance Highlights .. Quarterly revenues increased 7% to $26.4 million .. Reported third quarter loss includes one-time write-off associated with loss of module .. Reported third quarter loss includes non-cash charges to revalue goodwill balance .. Cash plus short-term investments at end of third quarter increased to $20.2 million .. Results reflect a 36% reduction in SG&A expenses from year-ago third quarter .. Consolidated Company backlog of $163 million at quarter's end Washington, D.C., May 8, 2003 - SPACEHAB, Incorporated (NASDAQ/NMS: SPAB), a leading provider of commercial space services, today announced financial results for the Company's third quarter of fiscal year 2003, ended March 31, 2003. Third Quarter Results Revenues for the third fiscal quarter of 2003 rose 7% to $26.4 million from $24.7 million for third quarter of 2002. Gross profit decreased $2.2 million to $4.3 million, or 16% of revenue, for third quarter 2003. Margins in the current quarter were lower due to changes in the mix of business under contract. The Company reported a net loss of $62.7 million, or ($5.06) per diluted share for the third quarter of 2003, as compared to a net income of $66,000, or $0.00 per diluted share for the same period a year ago. This loss, which was computed in accordance with Generally Accepted Accounting Principles (GAAP), includes charges of $62.2 million. SPACEHAB recognized a non-recurring charge of $50.3 million for the loss of SPACEHAB's Research Double Module (RDM) which was destroyed on the STS-107 Space Shuttle mission. Additionally, the Company recorded a non-cash charge of $11.9 million for goodwill impairment related to its Johnson Engineering subsidiary. Excluding these charges, SPACEHAB's adjusted net loss was $0.5 million for the third quarter 2003. SPACEHAB reported a loss from operations of $61.1 million, including the charges referred to above. Excluding these charges, the Company's adjusted operating income was $1.1 million for the third quarter 2003. "During the third quarter, we delivered improved operating results while responding to NASA's requirements in support of the Shuttle tragedy," said Michael E. Kearney, President and Chief Executive Officer. "Our dedicated management team has continued its focus on delivering a steady revenue stream and improving operating cash flow while reducing expenses and debt," concluded Mr. Kearney. Selling, general, and administrative operating expenses declined $1.7 million to $3.2 million for the third quarter of fiscal 2003, a result of continuing company-wide cost reduction efforts and elimination of non-core operating expenses. Third quarter fiscal year 2003 EBITDA (earnings before interest, taxes, depreciation, amortization, and other non-cash charges) was $2.6 million compared to $4.6 million for the third quarter of 2002. Nine Month Results Revenues increased 9% to $81.3 million for the nine months ended March 31, 2003, compared to $74.7 million for the nine months ended March 31, 2002. Gross profit declined to $14.8 million for the nine months ended March 31, 2003, compared to $16.1 million for the same period a year ago. Margins in the current quarter were lower due to changes in the mix of business under contract. SPACEHAB reported a net loss of $61.6 million, or ($5.03) per diluted share, for the nine months ended March 31, 2003, compared to a net loss of $2.1 million, or ($0.18) per diluted share, for the same period a year ago. As stated above, this quarter's loss includes $62.2 million in charges. SPACEHAB previously announced the loss of its RDM and has recorded a one-time charge of $50.3 million. Additionally, the Company reported an impairment of $11.9 million of its goodwill associated with Johnson Engineering. Excluding these charges, SPACEHAB's adjusted net income was $0.6 million for the nine month period. SPACEHAB reported a loss from operations of $56.8 million for the nine months ended March 31, 2003, including the charges referred to above. Excluding these charges, SPACEHAB's adjusted operating income was $5.4 million for the nine month period. Operating expenses for the nine months ended March 31, 2003, excluding the nonrecurring charge and goodwill impairment charge reported during the period, declined $5.8 million to $9.3 million, compared to $15.1 million the nine months ended March 31, 2002. Previous fiscal year operating expenses included $4.0 million in non-core operating expenses and $1.8 million of operating expenses eliminated in the fiscal year 2003. EBITDA for the nine months ended March 31, 2003 was $12.8 million, compared to $11.1 million for the nine months ended March 31, 2002. Balance Sheet SPACEHAB continues to strengthen its balance sheet. The most significant change in the Company's liquidity position was the increase in investments of $16.5 million at March 31, 2003. As previously disclosed, the Company received the proceeds of its commercial insurance policy following the loss of the RDM and has moved those proceeds into short-term investments. Additionally, SPACEHAB has recorded an $11.9 million reduction in goodwill classified as Other Assets. Cash and cash equivalents increased to $3.7 million at March 31, 2003 from $1.8 million as of December 31, 2002. The combined cash, cash equivalents, and short-term investments on March 31, 2003 were $20.2 million. As a result of the RDM loss, the Company was required to write off the entire book value of the module net of the commercial insurance recovery. This loss resulted in a material reduction in property, plant, and equipment assets as of March 31, 2003. The Company has filed a claim for indemnification of its loss with NASA and will record such proceeds in the future period in which the claim is resolved. "As previously disclosed, the change in our balance sheet is primarily a result of the recognized loss of the RDM offset by $17.7 million in insurance proceeds," said Julia A. Pulzone, Senior Vice President, Finance and Chief Financial Officer of SPACEHAB. "We are still in negotiations with NASA to determine the amount of reimbursement payments from the Agency for the loss of this module." concluded Ms. Pulzone. During the third quarter of fiscal year 2003, SPACEHAB repaid $2.3 million of debt obligations and has repaid $5.8 million of debt for the fiscal year to date. Update of Ongoing Operations The SPACEHAB Flight Services (SFS) business unit is continuing operations, completing work on the STS-107 mission, and is continuing its quality support under contract to NASA on three of the next five upcoming missions. NASA's accident investigation board is completing its analysis, and the Company is prepared to support the Agency in its return to flight within the next year. In the interim, SPACEHAB has begun negotiations of an equitable adjustment for delays in these missions, to provide additional revenue for contracted mission preparation activities during the period prior to NASA's return to flight. SPACEHAB's Johnson Engineering subsidiary, now doing business under the name SPACEHAB Government Services, has revised its operations by reducing excess staffing levels and streamlining sales, general, and administrative expenses to adjust to the completion of a NASA contract which was not awarded to the Company during recompetition. The realignment of this business unit strategically positions it to competitively bid on upcoming business opportunities including International Space Station consolidation contracts. The Company continues to expand its commercial payload processing business. SPACEHAB subsidiary, Astrotech Space Operations, received two new NASA missions further expanding its government customer sector. The NASA MESSENGER and Deep Impact spacecraft are scheduled for launch in March 2004 and December 2004 onboard Boeing Delta II launch vehicles from Cape Canaveral Air Force Station. With the successful April 10, 2003 launch of the Boeing-built Asiasat-4 spacecraft, Astrotech is focusing on payload processing efforts for the May 12, 2003 launch of HellasSat, a satellite scheduled to provide broadcast coverage for the 2004 Summer Olympic Games in Athens. Financial and Operational Outlook "Despite the temporary grounding of the Space Shuttle fleet, SPACEHAB maintains a complement of modules and carriers, currently under contract on three of the next five Space Shuttle missions," said Mr. Kearney. "Our corporate reengineering activities, as well as our sound operational and financial management, have enhanced our operating plan and competitive position as we move into a period of opportunity, with the potential for new contracts supporting both the Space Shuttle and International Space Station programs," concluded Mr. Kearney. Non-GAAP Financial Measures This announcement includes financial measures computed in accordance with GAAP, as well as certain non-GAAP or "adjusted" results, which exclude certain charges recorded in the third quarter of fiscal year 2003. Management believes the adjusted results are more indicative of the underlying trend in operations of the Company and will continue to provide adjusted results in addition to reporting earnings in accordance with GAAP. EBITDA is also included as an additional measure of Company performance. EBITDA includes components that are significant in understanding and assessing our results of operations and cash flows. EBITDA should not be construed as a substitute for net income, determined in accordance with GAAP, as an indicator of operating performance, nor does EDITDA represent cash flow from operating activities. Management believes that EBITDA is relevant and useful information and is disclosing this information to permit a more comprehensive analysis of our operating performance, as an additional meaningful measure of performance and liquidity, and to provide additional information with respect to our ability to meet future debt service, capital expenditure and working capital requirements. The accompanying table presents the reconciliation from GAAP to the adjusted results and calculation of EBITDA. Conference Call SPACEHAB will host a conference call on May 8, 2003 at 11:00 a.m. Eastern time to discuss the third quarter earnings release. To participate on the call, please register with Haris Tajyar at 818-981-5300. To participate via the Internet, visit the Investor Relations section of the SPACEHAB website at www.spacehab.com. A taped replay will be available immediately following the conference call and accessible via access code 16701662 until 11:59 p.m. Eastern time on May 9, 2003 at 800.252.6030 (domestic calls) or 402.220.2491 (international calls). An audio archived webcast of the conference call will be available on the Company website for 90 days. About SPACEHAB, Inc. With more than $100 million in annual revenue, SPACEHAB, Incorporated (www.spacehab.com) is a leading provider of commercial space services. The Company develops, owns, and operates habitat and laboratory modules and cargo carriers aboard NASA's Space Shuttles for space station resupply and research purposes. Its Government Services business unit provides Space Station and Space Shuttle support services including orbiter crew compartment integration, stowage, and configuration management to NASA's Johnson Space Center in Houston. SPACEHAB's Astrotech subsidiary provides commercial satellite processing services at facilities in California and Florida. Additionally, through The Space Store, Space Media provides space merchandise to the public and space enthusiasts worldwide (www.thespacestore.com). This release contains forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in such statements. Such risks and uncertainties include, but are not limited to, whether the Company will fully realize the economic benefits under its NASA and other customer contracts, the timing and mix of Space Shuttle missions, the impact of the recent Columbia tragedy on the Company's existing and future business operations, the amount of any indemnification payments the Company may receive for its RDM, which was lost as part of the Columbia tragedy, the successful development and commercialization of new space assets, technological difficulties, product demand, timing of new contracts, launches and business, market acceptance risks, the effect of economic conditions, the impact of war, uncertainty in government funding, the impact of competition, and other risks detailed in the Company's Securities and Exchange Commission filings. The Company assumes no obligation to update these forward-looking statements. For more information, contact: Haris Tajyar Julia A. Pulzone Managing Partner Chief Financial Officer Investor Relations International SPACEHAB, Inc. -- Washington Office Phone 818.981.5300 Phone 202.488.3500 Fax 818.981.5303 Toll free 888.647.9543 htajyar@irintl.com pulzone@hqspacehab.com Tables follow SPACEHAB, INCORPORATED AND SUBSIDIARIES Unaudited Condensed Consolidated Statements of Operations (In thousands, except share data)
Three Months Nine Months Ended March 31, Ended March 31, ---------------------------- ---------------------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Revenue $ 26,413 $ 24,711 $ 81,275 $ 74,730 Costs of revenue 22,123 18,266 66,516 58,603 ------------ ------------ ------------ ------------ Gross profit 4,290 6,445 14,759 16,127 ------------ ------------ ------------ ------------ Operating expenses: Selling, general and administrative 3,146 4,767 9,229 14,824 Research and development 20 148 105 291 Nonrecurring charge 50,268 - 50,268 - Goodwill impairment 11,925 - 11,925 - ------------ ------------ ------------ ------------ Total operating expenses 65,359 4,915 71,527 15,115 ------------ ------------ ------------ ------------ Income (loss) from operations (61,069) 1,530 (56,768) 1,012 Interest expense, net of capitalized amounts (1,842) (1,438) (5,541) (4,181) Interest and other income, net (26) 2 (56) 1,126 ------------ ------------ ------------ ------------ Income (loss) before income taxes (62,937) 94 (62,365) (2,043) ------------ ------------ ------------ ------------ Income tax benefit (expense) 218 (28) 727 (83) ------------ ------------ ------------ ------------ Net income (loss) $ (62,719) $ 66 $ (61,638) $ (2,126) ============ ============ ============ ============ Basic Income (loss) per share: Net Income (loss) per share - basic $ (5.06) $ 0.01 $ (5.03) $ (0.18) ============ ============ ============ ============ Shares used in computing net income (loss) per share - basic 12,398,775 11,971,906 12,263,426 11,817,193 ============ ============ ============ ============ Diluted income (loss) per share: Net income (loss) per share - diluted $ (5.06) $ 0.00 $ (5.03) $ (0.18) ============ ============ ============ ============ Shares used in computing net income (loss ) 12,398,775 13,308,778 12,263,426 11,817,193 ============ ============ ============ ============
SPACEHAB, INCORPORATED AND SUBSIDIARIES Selected Financial Data by Segment (Unaudited) (In thousands) Three Months Nine Months Ended March 31, Ended March 31, -------------------- -------------------- 2003 2002 2003 2002 -------- -------- -------- -------- Revenue Space Flight Services $ 13,063 $ 12,212 $ 39,503 $ 37,230 Johnson Engineering 10,044 9,813 31,197 29,940 Astrotech Space Operations 2,626 2,530 9,276 6,765 Space Media, Inc. 525 152 861 515 All Other 155 4 438 280 -------- -------- -------- -------- Total Revenue $ 26,413 $ 24,711 $ 81,275 $ 74,730 ======== ======== ======== ======== Earnings (loss) before tax Space Flight Services/1/ $(52,619) $ 211 $(54,714) $ (2,075) Johnson Engineering/2/ (10,668) 481 (9,106) 1,717 Astrotech Space Operations 368 299 1,875 1,877 Space Media, Inc. 111 (311) (81) (1,357) All Other (129) (586) (339) (2,205) -------- -------- -------- -------- Earnings (loss) before tax $(62,937) $ 94 $(62,365) $ (2,043) ======== ======== ======== ======== /1/ Includes a nonrecurring charge of $50.3 million for the loss of SPACEHAB's RDM on the STS-107 mission /2/ Includes a one-time charge of $12 million for impairment of goodwill SPACEHAB, INCORPORATED AND SUBSIDIARIES Condensed Consolidated Balance Sheets (In thousands)
March 31, December 31, 2003 2002 (unaudited) (unaudited) -------------- -------------- ASSETS Cash and cash equivalents $ 3,716 $ 1,792 Investments 16,503 - Accounts receivable, net 11,050 14,364 Prepaid expenses and other current assets 724 721 -------------- -------------- Total current assets 31,993 16,877 Property, plant, and equipment, net of accumulated depreciation and amortization 101,093 170,875 All other assets, net 15,962 27,846 -------------- -------------- Total assets $ 149,048 $ 215,598 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities 32,629 35,662 Long-term liabilities 90,644 91,173 Minority interest in consolidated subsidiary - 750 Stockholders' equity 25,775 88,013 -------------- -------------- Total liabilities and stockholders' equity $ 149,048 $ 215,598 ============== ==============
SPACEHAB, INCORPORATED AND SUBSIDIARIES Reconciliation of Non-GAAP Financial Measures (In thousands)
Three Months Nine Months Ended March 31, Ended March 31, -------------------------------- -------------------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- GAAP Net income $ (62,719) $ 66 $ (61,638) $ 2,196 Nonrecurring charge 50,268 - 50,268 - Goodwill impairment 11,925 - 11,925 - ---------- ---------- ---------- ---------- Adjusted net income $ (526) $ 66 $ 555 $ 2,196 ========== ========== ========== ========== Three Months Nine Months Ended March 31, Ended March 31, -------------------------------- -------------------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- GAAP Income from operations $ (61,069) $ 1,530 $ (56,768) $ 1,012 Nonrecurring charge 50,268 - 50,268 - Goodwill impairment 11,925 - 11,925 - ---------- ---------- ---------- ---------- Adjusted income from operations $ 1,124 $ 1,530 $ 5,425 $ 1,012 ========== ========== ========== ========== Three Months Nine Months Ended March 31, Ended March 31, -------------------------------- -------------------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- GAAP Income from operations $ (61,069) $ 1,530 $ (56,768) $ 1,012 Depreciation and amortization 1,520 3,020 7,382 10,067 Nonrecurring charge 50,268 - 50,268 - Goodwill impairment 11,925 - 11,925 - ---------- ---------- ---------- ---------- EBITDA $ 2,644 $ 4,550 $ 12,807 $ 11,079 ========== ========== ========== ==========
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