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, 1996
OR
( ) TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission file number 0-27206
SPACEHAB, Incorporated
1595 Spring Hill Road
Suite 360
Vienna, Virginia 22182
(703) 821-3000
Incorporated in the State of I.R.S. Employer
Washington Identification
No. 91-1273737
The number of shares of Common Stock outstanding as of the close of business on
February 12, 1997:
Class Number of Shares Outstanding
Common Stock 11,146,237
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
----- -----
<PAGE>
SPACEHAB, INCORPORATED
DECEMBER 31, 1996 QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART 1 FINANCIAL INFORMATION Page
Item 1. Unaudited Financial Statements
Condensed Balance Sheets as of June 30, 1996 and
December 31, 1996 3
Condensed Statements of Operations for the Three and
Six months ended December 31, 1996 and 1995 4
Condensed Statements of Cash Flows for the
Six months ended December 31, 1996 and 1995 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 10
<PAGE>
PART 1: FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
SPACEHAB, INCORPORATED
Condensed Balance Sheets
<TABLE>
<CAPTION>
June 30, December 31,
1996 1996
(audited) (unaudited)
------------- -------------
ASSETS
<S> <C> <C>
Cash and Cash Equivalents ..................... $ 50,795,548 $ 44,472,678
Receivable from NASA .......................... 5,445,765 7,046,757
Prepaid and other assets ...................... 184,660 1,081,532
------------- -------------
Total current assets ..................... 56,425,973 52,600,967
Property, plant and equipment, net of
accumulated depreciation and amortization
of $27,987,042 and $32,881,933 ............... 70,490,451 68,460,201
Deferred mission costs ........................ 2,705,422 2,805,295
Other assets, net ............................. 86,769 208,736
------------- -------------
Total assets ............................. $ 129,708,615 $ 124,075,199
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loan payable under credit agreement,
current portion ........................ $ 2,500,000 $ 500,000
Accounts payable and accrued expenses .... 3,270,882 1,289,336
Accrued consulting and subcontracting
services ............................... 4,712,733 4,443,044
------------- -------------
Total current liabilities ........... 10,483,615 6,232,380
Loan payable under credit agreement, net of
current portion ............................. 6,179,062 1,500,000
Notes payable to shareholder .................. 9,968,503 10,579,859
Convertible note payable ...................... 1,170,338 --
Deferred flight revenue ....................... 30,311,227 25,712,652
------------- -------------
Total liabilities ................... 58,112,745 44,024,891
Commitments
Stockholders' equity
Common stock, no par value, authorized
30,000,000 shares, issued and outstanding
11,069,237 and 11,146,237 shares,
respectively ............................ 79,862,700 81,057,164
Additional paid-in capital ............... 16,299 16,299
Accumulated deficit ...................... (8,283,129) (1,023,155)
------------- -------------
Total stockholders' equity .......... 71,595,870 80,050,308
============= =============
Total liabilities and stockholders'
equity ............................ $ 129,708,615 $ 124,075,199
============= =============
</TABLE>
See accompanying notes to unaudited condensed financial statements.
<PAGE>
SPACEHAB, INCORPORATED
Unaudited Condensed Statements of Operations
<TABLE>
<CAPTION>
Three Months Six Months
Ended December 31, Ended December 31,
---------------------------- ----------------------------
1995 1996 1995 1996
------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
Revenue ............................ $ -- $ 22,992,176 $ -- $ 23,105,418
Costs of revenue:
Integration and operations ...... 2,065,042 6,425,204 5,480,342 8,972,459
Depreciation .................... 2,064,104 2,376,138 4,128,208 4,752,277
Insurance ....................... -- 106,250 -- 106,250
------------ ------------ ------------ ------------
Total costs of revenue ....... 4,129,146 8,907,592 9,608,550 13,830,986
Gross profit (loss) ................ (4,129,146) 14,084,584 (9,608,550) 9,274,432
Operating expenses:
Marketing, general and
administrative ................ 773,683 1,622,120 2,152,336 2,982,527
Research and development ........ 100,000 314,564 100,000 314,564
------------ ------------ ------------ ------------
Total operating expenses ..... 873,683 1,936,684 2,252,336 3,297,091
------------ ------------ ------------ ------------
Income (loss) from operations (5,002,829) 12,147,900 (11,860,886) 5,977,341
Interest expense, net of capitalized
amounts .......................... 349,703 318,035 702,738 678,317
Interest and other income .......... (78,921) (459,665) (78,921) (814,574)
Other expense ...................... -- -- 52,599 897,649
------------ ------------ ------------ ------------
Income (loss) before income
taxes ...................... (5,273,611) 12,289,530 (12,537,302) 5,215,949
Income tax expense ................. -- 1,230,000 15,664 1,230,000
------------ ------------ ------------ ------------
Income (loss) before
etraordinary item .......... (5,273,611) 11,059,530 (12,552,966) 3,985,949
Extraordinary item - gain on early
retirement of debt, net of taxes ... -- -- -- 3,274,029
------------ ------------ ------------ ------------
Net income (loss) ............ $ (5,273,611) $ 11,059,530 $(12,552,966) $ 7,259,978
============ ============ ============ ============
Net income (loss) per common and
common equivalent share:
Income (loss) before extraordinary
item ........................... $ (0.98) $ 0.99 $ (2.42) $ 0.35
Extraordinary item ............... -- -- -- 0.30
------------ ------------ ------------ ------------
Net income (loss) per common and
common equivalent share .......... $ (0.98) $ 0.99 $ (2.42) $ 0.65
============ ============ ============ ============
Shares used in computing net income
(loss)per common and common
equivalent share ................. 5,381,094 11,115,999 5,181,134 11,093,851
============ ============ ============ ============
</TABLE>
See accompanying notes to unaudited condensed financial statements.
<PAGE>
SPACEHAB, INCORPORATED
Unaudited Condensed Statements of Cash Flows
<TABLE>
<CAPTION>
Six Months Ended December 31,
1995 1996
-------------- ---------------
Cash flows provided by operating activities:
<S> <C> <C>
Net income (loss) ......................... $(12,552,966) $ 7,259,978
Adjustments to reconcile net income
(loss) to net cash provided (used)
by operating activities:
Depreciation and amortization ........... 4,248,871 4,894,891
Gain on early retirement of debt,
net of taxes, before legal
expenses ............................. -- (3,383,892)
Interest converted to notes payable ..... 1,225,749 611,356
Changes in assets and liabilities:
Decrease (increase) in accounts
receivable ........................... (2,508,407) (1,600,992)
Decrease (increase) in prepaid
insurance ............................ (98,454) (241,111)
Decrease (increase) in prepaid and
other current assets ................. (152,735) (655,761)
Decrease (increase) in deferred
mission costs ........................ (3,304,199) (99,873)
Decrease (increase) in other assets ... 11,060 (121,967)
Increase (decrease) in deferred
flight revenue ....................... 18,977,614 (4,598,576)
Increase (decrease) in accounts
payable and accrued expenses ......... 1,499,045 (2,232,186)
Increase (decrease) in accrued
consulting and subcontracting
services ............................. 485,329 (269,689)
------------ ------------
Total adjustments ................. 20,383,873 (7,697,800)
------------ ------------
Net cash provided (used) by
operating activities ............ 7,830,907 (437,822)
------------ ------------
Cash flows used by investing activities:
Purchase of property plant and
equipment ............................... (2,755,187) (2,614,002)
------------ ------------
Net cash used by investing
activities ...................... (2,755,187) (2,614,002)
------------ ------------
Cash flows used by financing activities:
Payment of note payable to Insurers ...... -- (3,185,060)
Payment of loan payable under credit
agreement .............................. (8,454,210) --
Payment of legal fees on early
retirement of debt ..................... -- (109,986)
Proceeds from exercise of employee stock
options ................................. 240,000 24,000
Proceeds from private placement of stock . 3,600,000 --
Proceeds from issuance of common stock ... 41,557,551 --
------------ ------------
Net cash provided (used) by
financing activities ............ 36,943,341 (3,271,046)
------------ ------------
Net increase (decrease) in cash
and cash equivalents ............ 42,019,061 (6,322,870)
Cash and cash equivalents at beginning
of period ................................ 1,437,481 50,795,548
------------ ------------
Cash and cash equivalents at end of
period ................................... $ 43,456,542 $ 44,472,678
============ ============
</TABLE>
See accompanying notes to unaudited condensed financial statements.
<PAGE>
SPACEHAB, INCORPORATED
Notes to Unaudited Condensed Financial Statements
1. Basis of Presentation:
In the opinion of management, the accompanying unaudited condensed financial
statements reflect all adjustments consisting of only normal recurring accruals
necessary for a fair presentation of the financial position of SPACEHAB,
INCORPORATED ("SPACEHAB" or the "Company") as of December 31, 1996, and the
results of its operations for the three and six months ended December 31, 1995
and 1996 and cash flows for the six months ended December 31, 1995 and 1996.
However, the financial statements are unaudited, and do not include all related
footnote disclosures.
The results of operations for the three and six months ended December 31, 1996
are not necessarily indicative of the results that may be expected for the full
year. The Company's results of operations fluctuate significantly from quarter
to quarter. The interim unaudited condensed financial statements should be read
in conjunction with the Company's audited financial statements appearing in the
Company's Form 10-K/A for the period ended June 30, 1996.
2. Revenue Recognition:
Revenue is recognized at the completion of each of the remaining missions under
the existing Commercial Middeck Augmentation Module and the Russian Space
Station Mir contracts, including options. For new contract awards for which the
capability to successfully complete the contract can be demonstrated at contract
inception, revenue recognition under the percentage-of-completion method will be
reported based on costs incurred over the period of the contract. During the
first quarter of fiscal 1997, SPACEHAB began integration work on two
international experiments, one for NASDA, the Japanese Space Agency, and one for
ESA, the European Space Agency. The percentage of completion method will result
in the recognition of revenue over the period of contract performance, thereby
decreasing the quarter by quarter fluctuation of reported revenue.
3. Statements of Cash Flows - Supplemental Information.
(a) Cash paid for interest costs was approximately $703,000 and $678,000 for
the six months ended December 31, 1995 and 1996, respectively. The Company
capitalized interest of approximately $387,000 and $23,000 during the six
months ended December 31, 1995 and 1996, respectively.
(b) The Company paid approximately $175,000 and $1.4 million for income taxes
during the six months ended December 31, 1995 and 1996, respectively.
(c) During the six months ended December 31, 1995, all of the Company's
4,011,345 shares of preferred stock were automatically converted to
1,671,312 shares of common stock concurrent with the Company's initial
public offering.
(d) During the six months ended December 31, 1996, the Company's convertible
note payable, with a carrying value of approximately $1.2 million, was
converted into 75,000 shares of common stock.
4. Amended and Restated Credit Agreement:
During August 1996, the Company entered into an amended and restated credit
agreement with its two senior lenders, which became effective on August 20,
1996. As a result of this agreement the Company has recognized an extraordinary
gain of approximately $4.2 million, before applicable income taxes and other
related expenses. Prior to the completion of this August 20, 1996 amendment,
SPACEHAB had outstanding debt under the credit agreement of $8.7 million to one
of the senior lenders, $3.2 million bearing interest at a rate of 1% per month
and $5.5 million non-interest bearing. A payment of $2.5 million was made on
August 20, 1996 and an unsecured note in the amount of $2 million was given to
this senior lender. The $2 million note is non-interest bearing and will be
repaid over five years beginning in August 1997. All other remaining
indebtedness to this senior lender was canceled. There was no outstanding
indebtedness to the second senior lender and the Company projected no
requirements for borrowing under the $6 million revolving line of credit
provided by the second senior lender. This lending commitment was terminated in
the August 20, 1996 amendment and restatement in exchange for release of all
liens and restrictive covenants of this second lender.
5. Subsequent Event - Acquisition of Astrotech
On February 6, 1997 the Company agreed to acquire the assets of Astrotech
Operations, L.P., ("Astrotech") a subsidiary of Northrop Grumman Corporation.
Astrotech provides payload processing facilities at Cape Canaveral, Florida and
Vandenberg Air Force Base in California. These facilities are provided to launch
service providers on a fixed price basis. The completion of the acquisition is
subject to certain conditions of closing.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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) under 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,
that could cause actual results to differ materially from those projected in
such statements.
GENERAL
SPACEHAB, Incorporated ("SPACEHAB" or the "Company") was incorporated in 1984
to commercially develop space habitat modules to operate in the cargo bay of the
Space Shuttles.
SPACEHAB recognizes revenue under its two principal contracts with the U.S.
National Aeronautics and Space Administration ("NASA"), the CMAM Contract and
the Mir Contract, upon the completion of each Space Shuttle mission carrying
SPACEHAB Modules. The CMAM contract supports scientific and commercial
microgravity research on five Space Shuttle flights while the Mir Contract
provides logistics to the Russian Mir Space Station. Revenue is comprised of
payment for leasing lockers and/or volume within the SPACEHAB Modules and for
the integration and operations support services provided to scientists and
researchers responsible for the experiments and/or logistics supplies for
SPACEHAB missions aboard the shuttle system. For new contract awards for which
the capability to successfully complete the contract can be demonstrated at
contract inception, revenue recognition under the percentage-of-completion
method will be reported based on costs incurred over the period of the contract.
In late September of 1996, SPACEHAB entered into an agreement with the Japanese
Space Agency (NASDA) and with the European Space Agency (ESA), (the "NASDA/ESA"
contract), pursuant to which SPACEHAB will provide hardware and integration
operations for scientific microgravity experiments to NASDA and ESA aboard the
SPACEHAB Double Module on STS-84. This mission is currently scheduled for May of
1997. The Company expects to recognize additional revenue during fiscal 1997 of
approximately $4.14 million. During the first quarter of fiscal 1997, SPACEHAB
began integration work on the NASDA/ESA contract. The percentage of completion
method will result in the recognition of revenue over the period of contract
performance, thereby decreasing the quarter by quarter fluctuation of reported
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 experiment support.
Expenses associated with sustaining engineering are expensed as incurred.
Mission specific expenses relating to the CMAM Contract and the Mir Contract are
recorded as assets and not expensed until the specific Space Shuttle mission is
flown and the related revenue is recognized. Costs associated with performance
of the NASDA/ESA contract are expensed as incurred. Other costs of revenue
include depreciation expense, which is allocated to each SPACEHAB Module ratably
over a ten year useful life. 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. Marketing, general
and administrative, interest, and other expenses are recognized when incurred.
RESULTS OF OPERATIONS
For the three months ended December 31, 1996 as compared to the three months
ended December 31, 1995.
Revenue. The Company recorded revenue of approximately $23.0 million for the
three months ended December 31, 1996. There was no revenue recognized during the
three months ended December 31, 1995. In accordance with the Company's revenue
recognition policy for the Mir and the CMAM Contracts, revenue is recorded at
the completion of a mission when the SPACEHAB modules are returned to the
Company. Revenue has been recognized for the final portion of the CMAM contract
and the second Mir mission during the quarter ended December 31, 1996.
Approximately $813,000 of the Company's revenue for the three months ended
December 31, 1996 was related to the NASDA/ESA contract and is recorded using
the percentage of completion method of revenue recognition.
<PAGE>
Costs of Revenue. Costs of revenue for the quarter ended December 31, 1996
increased 116.0% to $8.9 million, as compared to $4.1 million for quarter ended
December 31, 1995. This increase is due primarily to an increase of
approximately $4.4 million of integration and operations expenses. Because
mission specific expenses are reported at the time of a flight under the Mir and
CMAM contracts, these expenses are significantly higher during a quarter in
which there is a flight. There was one flight during the quarter ended December
31, 1996 as compared to the quarter ended December 31, 1995, when there were no
flights. Integration and operations costs relating to the CMAM and the Mir
Contracts were $0.4 million and $5.3 million, respectively, for the quarter
ended December 31, 1996, as compared with $0.7 million and $1.4 million,
respectively, for the quarter ended December 31, 1995. Additionally, NASDA/ESA
contract costs were approximately $0.8 million for the quarter ended December
31, 1996. There were no NASDA/ESA costs incurred during the quarter ended
December 31, 1995.
Operating Expenses. Operating expenses increased approximately 122% to
approximately $1.9 million for the three months ended December 31, 1996 as
compared to approximately $0.9 million for the three months ended December 31,
1995. This increase is due primarily to the Company's efforts to increase staff,
adding strength in engineering, design and research and development. As of
December 31, 1996, the Company's staff had increased by nearly fifty percent
compared to the quarter ended December 31, 1995.
Interest Expense. Interest expense was approximately $318,000 for the three
months ended December 31, 1996 as compared to approximately $350,000 for the
three months ended December 31, 1995. There was approximately $23,000
capitalized amounts for the quarter ended December 31, 1996. There was no
interest capitalized during the quarter ended December 31, 1995. Interest is
capitalized based on the construction of the Company's Science Double Module. It
is anticipated that this Science Double Module will be available for flight
sometime during the second quarter of fiscal year 1999.
Interest and Other Income. Interest and other income was approximately
$460,000 for the three months ended December 31, 1996 as compared to
approximately $79,000 for the quarter ended December 31, 1995. This increase is
due to short term interest earned by the Company for the investment of proceeds
received from the Company's initial public offering of common stock (the
"Offering").
Net Income/Loss. Net income was approximately $11.1 million, or $.99 per
share for the quarter ended December 31, 1996, on 11,115,999 shares, as compared
to a net loss of $5.3 million, or $.98 per share for the quarter ended December
31, 1995, on 5,381,094 shares.
For the six months ended December 31, 1996 as compared to the six months
ended December 31, 1995.
Revenue. The Company recorded revenue of approximately $23.1 million for the
six months ended December 31, 1996. No revenue was recorded during the six
months ended December 31, 1995 since there were no Space Shuttle flights caring
SPACEHAB Modules during the that period.. Approximately $926,000 of the
Company's revenue for the six months ended December 31, 1996, was related to the
NASDA/ESA contract and is recorded using the percentage of completion method of
revenue recognition.
Costs of Revenue. Costs of revenue for the six months ended December 31, 1996
increased 44.0% to $13.8 million, as compared to $9.6 million for six months
ended December 31, 1995. This increase is due primarily to an increase of
approximately $3.5 million of integration and operations expenses. There was one
flight during the six months ended December 31, 1996 as compared to the six
months ended December 31, 1995, when there were no flights. Integration and
operations costs relating to the CMAM and the Mir Contracts were $1.0 million
and $7.1 million, respectively, for the six months ended December 31, 1996, as
compared with $3.4 million and $1.9 million, respectively, for the six months
ended December 31, 1995. Additionally, NASDA/ESA contract costs were
approximately $0.9 million for the six months ended December 31, 1996. There
were no NASDA/ESA costs incurred during the six months ended December 31, 1995.
Operating Expenses. Operating expenses increased by approximately 46.4% to
approximately $3.3 million for the six months ended December 31, 1996 as
compared to approximately $2.3 million for the six months ended December 31,
1995. This increase is due primarily to the Company's efforts to add strength to
its engineering, design and research and development departments.
Interest Expense. Interest expense was approximately $678,000 for the six
months ended December 31, 1996 as compared to approximately $703,000 for the six
months ended December 31, 1995. There was approximately $23,000 capitalized
interest amounts for the six months ended December 31, 1996. There was
approximately $167,000 of interest capitalized during the six months ended
December 31, 1995. Interest was capitalized based on the construction of the
Company's Science Double Module for the six months ended December 31, 1995 and
the Logistics Double Module for the quarter ended December 31, 1995.
<PAGE>
Interest and Other Income. Interest and other income was approximately
$815,000 for the six months ended December 31, 1996 as compared to approximately
$79,000 for the six months ended December 31, 1995. This increase is due to
short term interest earned by the Company for the investment of proceeds
received from the Company's Offering.
Net Income/Loss. Net income was approximately $7.3 million, or $.65 per
share for the six months ended December 31, 1996, on 11,093,851 shares, as
compared to a net loss of $12.6 million, or $2.42 per share for the six months
ended December 31, 1995, on 5,181,134 shares.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its capital expenditures, research and
development and working capital requirements with progress payments under both
the CMAM Contract and the Mir Contract, and proceeds received from private
equity offerings and borrowings under credit facilities. During December 1995,
SPACEHAB completed the Offering which provided the Company with net proceeds of
approximately $43.5 million.
Cash Flows Provided (Used) by Operating Activities. Cash provided by (used
in) operations for the six months ended December 31, 1996 and 1995, were ($0.4)
million and $7.8 million respectively. This decrease is substantially due a
decrease in deferred flight revenue offset by increases in deferred mission
costs and accounts receivable related to missions that were flown during the six
months ended December 31, 1996.
Cash Flows used by Investing Activities. For the six months ended December
31, 1996 and 1995, cash flows used by investing activities were approximately
$2.8 million and $2.6 million, respectively. Substantially all of the
expenditures during the six months ended December 31, 1995 were attributed to
the construction of the Company's Logistics Double Module, compared to the six
months ended December 31, 1996, where substantially all of the investing
activity was due to capital expenditures for the Company's Science Double
Module. The Company began work at the beginning of fiscal year 1997 on its
Science Double Module. The Company anticipates that it will spend between $30.0
million and $35.0 million on the project.
Cash Flows provided (used) by Financing Activities. Cash flows provided
(used) by financing activities were approximately ($3.3) million and $36.9
million for the six months ended December 31, 1996 and 1995, respectively. On
August 20, 1996, the Credit Agreement was amended and restated. Under this
amendment, the revolving credit commitment from McDonnell Douglas was canceled.
In addition, in exchange for the full satisfaction of two term loans owed to a
group of insurance companies, the Company paid $2.5 million to said companies at
closing and agreed to pay an additional $2.0 million under a new non-interest
bearing term loan. The new term loan is due in installments of $0.5 million in
each of August 1997 and 1998, and $0.333 million in each of August 1999, 2000
and 2001. Under the new agreement all prior liens and encumbrances on the
Company's assets and all prior restrictive covenants have been released. A
significant portion of the cash provided by financing activities during the six
months ended December 31, 1995 was provided by the proceeds of approximately
$39.2 million from the Company's issuance of common stock in the initial public
offering and $3.8 million in proceeds from a private placement of common stock
and the exercise of employee stock options.
The Company believes that cash flows from the Offering and from a private
equity offering conducted in 1995 will be sufficient to meet its cash flow
deficit from operations and other funding requirements for at least the next
twelve months.
<PAGE>
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
NONE
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.
(b) Reports on Form 8-K. No Report on Form 8-K was filed during the
period ended September 31, 1996.
Exhibit No. Description of Exhibits
10.1** NASDA Contract, dated July 1996, between the Registrant and
Mitsubishi Corporation (the "NASDA/ESA Contracts").
10.2** ESA Contract, dated September 18, 1996, between the Registrant
and INTOSPACE GmbH (the "NASDA/ESA Contracts")
10.3* Amended and Restated Credit Agreement, dated August 20, 1996,
among the Registrant, the insurers listed therein and the Chase
Manhattan Bank (National Association), as agent.
11. Statement re Computation of Per Share Earnings.
27 Financial Data Schedule
* Incorporated by reference to the Registrant's Annual Report on Form
10-K/A for the year ending June 30, 1996 filed with the Securities and
Exchange Commission on December 20, 1996.
** Incorporated by reference to the Registrant's Form 10-Q/A for the
quarter ended September 30, 1996 filed with the Securities and
Exchange Commission on December 20 1996.
<PAGE>
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, 1997 /S/ Margaret E. Grayson
----------------------------------
Margaret E. Grayson
Vice President of Finance (CFO)
Treasurer, and Assistant Secretary
(Principal Financial and Accounting
Officer)
<PAGE>
Exhibit 11
SPACEHAB, INCORPORATED
COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
Three Months Six Months
Ended December 31, Ended December 31,
1995 1996 1995 1996
------------ ------------- ------------ -------------
Net Income (Loss) and Adjusted
Earnings:
Net income (loss) applicable to
common shareholders used for
<S> <C> <C> <C> <C>
primary computations ............ $ (5,273,611) $ 11,059,530 $(12,552,966) $ 7,259,978
------------ ------------ ------------ --------------
Fully diluted adjustments:
Savings in convertible note
payable interest expense,
net of tax ...................... 19,943 -- 37,894 --
Adjusted net income (loss) ------------ ------------ ------------ --------------
applicable to common
shareholders assuming
full dilution ................ $ (5,253,668) $ 11,059,530 $(12,515,072) $ 7,259,978
============ ============ ============ ==============
Average number of shares of common
stock and common stock equivalents
used for primary computation ....... 5,381,094 11,115,999 5,181,134 11,093,851
------------ ------------ ------------ --------------
Fully diluted adjustments (2):
Weighted Average Shares and
Share Equivalents Outstanding:
Assumed conversion of
convertible debt ............. 75,000 34,239 75,000 54,212
------------ ------------ ------------ --------------
Total number of shares assumed to be
outstanding assuming full dilution .. 5,456,094 11,150,238 5,256,134 11,148,063
------------ ------------ ------------ --------------
Earnings Common Per Share:
Income (loss) per common and common
equivalent share:
Income (loss) before extraordinary
item ............................ (0.98) 0.99 (2.42) 0.35
Extraordinary item ................ 0 0 0 0.30
------------ ------------ ------------ --------------
Primary (1) ....................... $ (0.98) $ 0.99 $ (2.42) 0.65
============ ============ ============ ==============
Income (loss) before extraordinary
item ............................ (0.96) 0.99 (2.38) $ 0.35
Extraordinary item ................ 0 0 0 0.30
------------ ------------ ------------ --------------
Fully Diluted (2): ................... $ (0.96) $ 0.99 $ (2.38) $ 0.65
============ ============ ============ ==============
</TABLE>
(1) The assumed exercise of options and warrants in periods of net loss are
anti-dilutive and are not included in the computation and presentation of
primary earnings per share.
(2) The assumed exercise of options, warrants, conversion of convertible debt,
and conversion of preferred stock are anti-dilutive but are included in the
calculation of fully dilutive earnings per share in accordance with
Regulation S-K Item 601 (a)(11).
<TABLE> <S> <C>
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<CIK> 0001001907
<NAME> Spacehab, Inc.
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<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-31-1996
<CASH> 44,472,678
<SECURITIES> 0
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0
0
<COMMON> 81,057,164
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<TOTAL-REVENUES> 22,992,176
<CGS> 8,907,592
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