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 June 30, 2004March 31, 2005
¨ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the period from to
Commission file number 0-5404
ANALEX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 71-0869563 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
5904 Richmond Highway
Suite 300
Alexandria, Virginia 22303
(Address of principal executive offices)
Registrant’s Telephone number including area code
(703) 329-9400
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) Yes ¨ No x
As of August 11, 2004, 15,292,512April 26, 2005, 15,506,419 shares of the common stockCommon Stock of the registrant were outstanding.
TABLE OF CONTENTS
Page No. | ||||||
Part I Financial Information: | ||||||
Item 1. | Financial Statements | |||||
Consolidated Balance Sheets at | 3 | |||||
5 | ||||||
6 | ||||||
7 | ||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||
Item 3. | Quantitative and Qualitative Disclosure About Market Risk | |||||
Item 4. | Controls and Procedures | |||||
Item 1.Legal Proceedings | ||||||
Item 6.Exhibits and Reports on Form 8-K | ||||||
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2004MARCH 31, 2005 AND DECEMBER 31, 20032004
June 30, 2004 (unaudited) | December 31, 2003 | |||||||||||
March 31, 2005 (unaudited) | December 31, 2004 | |||||||||||
ASSETS | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | $ | 1,276,900 | $ | 14,177,500 | $ | 588,500 | $ | 1,034,200 | ||||
Accounts receivable, net | 20,303,800 | 10,068,100 | 18,425,900 | 18,350,400 | ||||||||
Deferred tax asset | 556,100 | 150,000 | ||||||||||
Prepaid expenses and other | 643,300 | 483,600 | 3,681,300 | 4,037,800 | ||||||||
Current assets of business held for sale | 93,200 | 658,100 | ||||||||||
Total current assets | 22,873,300 | 25,537,300 | 22,695,700 | 23,422,400 | ||||||||
Fixed assets, net | 1,108,400 | 546,100 | 1,366,100 | 1,434,700 | ||||||||
Contract rights and other intangibles, net | 7,353,500 | 1,753,000 | ||||||||||
Contract rights and other intangible assets, net | 5,873,000 | 6,363,500 | ||||||||||
Goodwill | 41,648,100 | 15,281,600 | 43,167,800 | 43,175,200 | ||||||||
Other assets | 874,000 | 514,100 | 499,600 | 526,300 | ||||||||
Total other assets | 50,984,000 | 18,094,800 | ||||||||||
Total assets | $ | 73,857,300 | $ | 43,632,100 | $ | 73,602,200 | $ | 74,922,100 | ||||
See Notes to Consolidated Financial Statements
3
ANALEX CORPORATION
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2004MARCH 31, 2005 AND DECEMBER 31, 20032004
June 30, 2004 (unaudited) | December 31, 2003 | March 31, 2005 (unaudited) | December 31, 2004 | |||||||||||||
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Accounts payable | $ | 915,700 | $ | 736,200 | $ | 1,265,900 | $ | 1,486,100 | ||||||||
Note payable - line of credit | 8,254,700 | — | 3,881,800 | 6,590,100 | ||||||||||||
Note payable - convertible note | 8,398,700 | — | ||||||||||||||
Note payable - bank term note | — | 700,000 | ||||||||||||||
Notes payable - other | 953,900 | 1,487,400 | 633,800 | 904,200 | ||||||||||||
Deferred tax liability | 927,400 | 927,400 | ||||||||||||||
Other current liabilities | 8,870,000 | 5,387,500 | 10,128,800 | 8,919,500 | ||||||||||||
Current liabilities of business held for sale | 93,200 | 116,000 | ||||||||||||||
Total current liabilities | 27,486,200 | 8,427,100 | 16,837,700 | 18,827,300 | ||||||||||||
Note payable - bank term note | — | 1,341,700 | ||||||||||||||
Notes payable - other | 651,700 | 1,209,300 | 231,600 | 329,600 | ||||||||||||
Deferred tax liability | 2,325,300 | — | 2,123,500 | 2,123,500 | ||||||||||||
Convertible note | 3,785,500 | 2,881,400 | ||||||||||||||
Other | 17,700 | 43,800 | ||||||||||||||
Total long-term liabilities | 6,780,200 | 5,476,200 | ||||||||||||||
Series A convertible note | 5,141,600 | 4,689,500 | ||||||||||||||
Total liabilities | 34,266,400 | 13,903,300 | 24,334,400 | 25,969,900 | ||||||||||||
Commitments and contingencies | ||||||||||||||||
Series A convertible preferred stock | 2,112,900 | 236,300 | ||||||||||||||
Series A convertible preferred stock: 6,726,457 issued and outstanding at March 31, 2005 and December 31, 2004 | 4,923,800 | 3,986,300 | ||||||||||||||
Series B convertible preferred stock: 3,428,571 issued and outstanding at March 31, 2005 and December 31, 2004 | 12,000,000 | 12,000,000 | ||||||||||||||
Shareholders’ equity: | ||||||||||||||||
Common stock $.02 par; authorized 65,000,000 shares; issued and outstanding - June 30, 2004, 15,292,512 shares and December 31, 2003, 13,036,666 shares | 305,900 | 260,700 | ||||||||||||||
Common stock $.02 par; authorized 65,000,000 shares; | 308,600 | 308,400 | ||||||||||||||
Additional paid in capital | 38,725,200 | 28,519,100 | 40,095,600 | 40,070,300 | ||||||||||||
Warrants outstanding | 6,482,800 | 5,762,900 | 6,803,300 | 6,803,300 | ||||||||||||
Accumulated other comprehensive loss | (17,700 | ) | (43,800 | ) | ||||||||||||
Accumulated deficit | (8,018,200 | ) | (5,006,400 | ) | (14,863,500 | ) | (14,216,100 | ) | ||||||||
Total shareholders’ equity | 37,478,000 | 29,492,500 | ||||||||||||||
Total shareholders' equity | 32,344,000 | 32,965,900 | ||||||||||||||
Total liabilities, convertible preferred stock and shareholders’ equity | $ | 73,857,300 | $ | 43,632,100 | $ | 73,602,200 | $ | 74,922,100 | ||||||||
�� | ||||||||||||||||
See Notes to Consolidated Financial Statements
4
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,MARCH 31, 2005 AND 2004 AND 2003
Three Months Ended June 30 | Six Months Ended June 30 | March 31, 2005 | March 31, 2004 | |||||||||||||||||||||
2004 | 2003 | 2004 | 2003 | (unaudited) | ||||||||||||||||||||
Revenue | $ | 28,438,200 | $ | 16,631,700 | ||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Revenues | $ | 22,215,200 | $ | 15,425,200 | $ | 38,846,600 | $ | 30,703,500 | ||||||||||||||||
Operating costs and expenses: | ||||||||||||||||||||||||
Costs of revenue | 17,357,200 | 12,924,600 | 31,408,600 | 25,731,500 | ||||||||||||||||||||
Cost of revenue | 23,625,900 | 14,051,400 | ||||||||||||||||||||||
Selling, general and administrative | 2,552,500 | 1,432,800 | 4,353,900 | 2,750,500 | 2,277,900 | 1,804,000 | ||||||||||||||||||
Amortization of intangible assets | 277,300 | 104,300 | 426,500 | 204,500 | 490,500 | 149,200 | ||||||||||||||||||
Total operating costs and expenses | 20,187,000 | 14,461,700 | 36,189,000 | 28,686,500 | 26,394,300 | 16,004,600 | ||||||||||||||||||
Operating income | 2,028,200 | 963,500 | 2,657,600 | 2,017,000 | 2,043,900 | 627,100 | ||||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||
Interest income | 29,600 | — | 42,900 | 1,100 | 2,300 | 15,800 | ||||||||||||||||||
Interest expense | (1,698,900 | ) | (84,200 | ) | (2,400,000 | ) | (196,600 | ) | (765,300 | ) | (701,100 | ) | ||||||||||||
Total other expense, net | (1,669,300 | ) | (84,200 | ) | (2,357,100 | ) | (195,500 | ) | ||||||||||||||||
Income from continuing operations before income taxes | 358,900 | 879,300 | 300,500 | 1,821,500 | 1,280,900 | (58,200 | ) | |||||||||||||||||
Provision for income taxes | 459,500 | 250,300 | 384,700 | 518,900 | ||||||||||||||||||||
Provision (benefit) for income taxes | 614,800 | (74,700 | ) | |||||||||||||||||||||
Income (loss) from continuing operations | (100,600 | ) | 629,000 | (84,200 | ) | 1,302,600 | 666,100 | 16,500 | ||||||||||||||||
Income (loss) from discontinued operations, net of income taxes | (50,700 | ) | 45,200 | (79,200 | ) | 107,000 | ||||||||||||||||||
Loss from discontinued operations, net of income taxes | — | (28,600 | ) | |||||||||||||||||||||
Loss on disposal of discontinued operations, net of income taxes | (521,800 | ) | — | (521,800 | ) | — | ||||||||||||||||||
Gain on disposal of discontinued operations, net of income taxes | 23,600 | — | ||||||||||||||||||||||
Net income (loss) | (673,100 | ) | 674,200 | (685,200 | ) | 1,409,600 | 689,700 | (12,100 | ) | |||||||||||||||
Dividends on convertible preferred stock | (225,000 | ) | — | (450,000 | ) | — | (399,500 | ) | (225,000 | ) | ||||||||||||||
Accretion of convertible preferred stock | (939,100 | ) | — | (1,876,600 | ) | — | (937,500 | ) | (937,500 | ) | ||||||||||||||
Net income (loss) available to common shareholders | $ | (1,837,200 | ) | $ | 674,200 | $ | (3,011,800 | ) | $ | 1,409,600 | ||||||||||||||
Net loss available to common shareholders | $ | (647,300 | ) | $ | (1,174,600 | ) | ||||||||||||||||||
Net income (loss) available to common shareholders per share: | ||||||||||||||||||||||||
Continuing operations | ||||||||||||||||||||||||
Basic | $ | (0.09 | ) | $ | 0.05 | $ | (0.18 | ) | $ | 0.09 | $ | (0.04 | ) | $ | (0.09 | ) | ||||||||
Diluted | $ | (0.09 | ) | $ | 0.04 | $ | (0.18 | ) | $ | 0.07 | $ | (0.04 | ) | $ | (0.09 | ) | ||||||||
Discontinued operations | ||||||||||||||||||||||||
Basic | $ | (0.04 | ) | $ | 0.00 | $ | (0.04 | ) | $ | 0.01 | $ | 0.00 | $ | 0.00 | ||||||||||
Diluted | $ | (0.04 | ) | $ | 0.00 | $ | (0.04 | ) | $ | 0.01 | $ | 0.00 | $ | 0.00 | ||||||||||
Net income (loss) available to common shareholders: | ||||||||||||||||||||||||
Basic | $ | (0.13 | ) | $ | 0.05 | $ | (0.22 | ) | $ | 0.10 | $ | (0.04 | ) | $ | (0.09 | ) | ||||||||
Diluted | $ | (0.13 | ) | $ | 0.04 | $ | (0.22 | ) | $ | 0.08 | $ | (0.04 | ) | $ | (0.09 | ) | ||||||||
Weighted average number of shares: | ||||||||||||||||||||||||
Basic | 14,049,715 | 14,577,663 | 13,547,203 | 14,511,875 | 15,423,286 | 13,045,182 | ||||||||||||||||||
Diluted | 14,049,715 | 17,169,313 | 13,547,203 | 17,496,504 | 15,423,286 | 13,045,182 | ||||||||||||||||||
See Notes to Consolidated Financial Statements
5
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIXTHREE MONTHS ENDED JUNE 30,MARCH 31, 2005 AND 2004 AND 2003
June 30 2004 | June 30 2003 | |||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ | (685,200 | ) | $ | 1,409,600 | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
Depreciation | 96,300 | 37,100 | ||||||
Amortization of intangible assets | 426,500 | 204,500 | ||||||
Amortization of deferred financing costs | 1,762,400 | — | ||||||
Loss on disposal of discontinued operations | 521,800 | — | ||||||
Stock-based compensation expense | — | 7,700 | ||||||
Deferred tax benefit | (556,100 | ) | — | |||||
Changes in operating assets and liabilities net of effect of business combination: | ||||||||
Accounts receivable, net | (5,101,100 | ) | 366,000 | |||||
Prepaid expenses and other | 962,600 | (50,600 | ) | |||||
Other assets | (168,900 | ) | 28,700 | |||||
Accounts payable | (88,100 | ) | (1,613,000 | ) | ||||
Other current liabilities | 1,506,000 | 1,936,500 | ||||||
Other long term liabilities | (10,200 | ) | — | |||||
Net cash provided by (used in) operating activities | (1,334,000 | ) | 2,326,500 | |||||
Cash flows from investing activities: | ||||||||
Property additions | (144,600 | ) | (197,300 | ) | ||||
Intangible additions | — | (6,100 | ) | |||||
Cash paid for BAI, net of cash acquired | (27,049,200 | ) | — | |||||
Net cash used in investing activities | (27,193,800 | ) | (203,400 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from borrowings on bank and other loans | 6,554,700 | 1,829,000 | ||||||
Proceeds from stock options and warrants exercised | 305,800 | 59,200 | ||||||
Proceeds from employee stock purchase plan | 126,700 | — | ||||||
Proceeds from issuance of Senior Subordinated Notes and warrants | 12,000,000 | — | ||||||
Payments on bank and other loans | (3,143,300 | ) | (3,744,200 | ) | ||||
Net cash provided by (used in) financing activities | 15,843,900 | (1,856,000 | ) | |||||
Net cash from discontinued operations | (216,700 | ) | 323,300 | |||||
Net (decrease) increase in cash and cash equivalents | (12,900,600 | ) | 590,400 | |||||
Cash and cash equivalents at beginning of period | 14,177,500 | 301,800 | ||||||
Cash and cash equivalents at end of period | $ | 1,276,900 | $ | 892,200 | ||||
March 31, 2005 | March 31, 2004 | |||||||
Reconciliation of net income (loss) to cash provided by operating activities | ||||||||
Net Income (loss) | $ | 689,700 | $ | (12,100 | ) | |||
Net Income - from discontinued operations | 23,600 | (28,600 | ) | |||||
Net Income - from continuing operations | 666,100 | 16,500 | ||||||
Operating: | ||||||||
Depreciation | 82,000 | 40,300 | ||||||
Amortization of other intangible assets | 490,500 | 149,200 | ||||||
Amortization of debt discount | 452,000 | 452,000 | ||||||
Amortization of deferred financing costs | 43,100 | 30,900 | ||||||
Deferred income tax benefit | — | (76,800 | ) | |||||
Changes in operating assets and liabilities | ||||||||
Accounts receivable | 49,700 | (3,249,400 | ) | |||||
Prepaid expenses & other | 231,300 | 96,100 | ||||||
Other assets | (16,400 | ) | (1,600 | ) | ||||
Accounts payable | (220,200 | ) | 472,900 | |||||
Other current liabilities | 1,097,000 | 717,400 | ||||||
Adjustments to reconcile net income(loss) to net cash provided by (used in) operating activities: | 2,209,000 | (1,369,000 | ) | |||||
Net cash provided by (used in) continued operating activities | 2,875,100 | (1,352,500 | ) | |||||
Net cash provided by discontinued operating activities | 23,600 | 93,000 | ||||||
Net cash provided by (used in) operating activities | 2,898,700 | (1,259,500 | ) | |||||
Investing: | ||||||||
Purchase of fixed assets | (13,500 | ) | (46,500 | ) | ||||
Net cash (used in) investing activities | (13,500 | ) | (46,500 | ) | ||||
Financing: | ||||||||
Proceeds from borrowings on bank and other loans | — | — | ||||||
Proceeds from stock options and warrants exercised | 25,500 | 71,700 | ||||||
Payments on dividends on preferred stock | (279,800 | ) | — | |||||
Payments on bank and other loans | (3,076,600 | ) | (1,168,700 | ) | ||||
Net cash (used in) financing activities | (3,330,900 | ) | (1,097,000 | ) | ||||
Net (decrease) in cash and cash equivalents | (445,700 | ) | (2,403,000 | ) | ||||
Cash and cash equivalents at beginning of period | 1,034,200 | 14,177,500 | ||||||
Cash and cash equivalents at end of period | 588,500 | 11,774,500 | ||||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for (received): | ||||||||
Interest | 282,000 | 294,100 | ||||||
Income taxes, net of refund | 2,200 | (661,000 | ) |
See Notes to Consolidated Financial Statements
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1.Business Groups
Analex Corporation (the(“Analex” or the “Company”) providesis a provider of mission-critical professional services to federal government clients. The Company specializes in providing information technology, and systems engineering, security services toand intelligence services in support of the United States governmentU.S. Government. Analex focuses on developing innovative technical approaches for the intelligence community, analyzing and supporting defense systems, and designing, developing and testing aerospace systems. The Company provides its services through its two groups:strategic business units: the Homeland Security Group, supporting intelligence systems; and the Systems Engineering Group, supporting the development of space-based systems, the operation of terrestrial assets, and the launch of unmanned rockets by NASA under the Company’s Expendable Launch Vehicle Integrated Support (“ELVIS”) contract. In addition, its discontinued subsidiary, Advanced Biosystems, Inc. (“ABS”), is engaged in biomedical research for broad spectrum defenses against toxic agents capable of being used as bioterrorist weapons, such as anthrax and smallpox. During the second quarter of 2004, the Company decided to divest ABS. Therefore, the results of operations of ABS are reported as discontinued operations for all periods presented herein (see note 12).
The Homeland Security Group accounted for approximately 48%61.5% of the Company’s 20042005 year-to-date revenue. This group provides engineering, scientific and information technology services and solutions to assist in the development, implementation and support of intelligence systems. Analex provides these services to the intelligence community, including the National Reconnaissance Office, the Missile Defense Agency, the National Security Agency, the Department of Defense, and major aerospace contractors, such as Lockheed Martin and Northrop Grumman.
The Systems Engineering Group accounted for approximately 52%38.5% of the Company’s 20042005 year-to-date revenues.revenue. This group provides engineering and information technology services and solutions to assist in the development of space-based systems and support operations of terrestrial assets. Capabilities include expendable launch vehicle engineering, space systems development, and ground support for space operations.
On May 28, 2004, Analex acquired Beta Analytics, Inc. (“BAI”). BAI is reported as a part of the Homeland Security Group. BAI provides information and technology asset protection solutions, intelligence analysis, and security services to federal government and Department of Defense agencies. BAI’s services cover a range of life cycle protection and physical security services specifically in the areas of information protection, physical security, intelligence threat assessment and analysis, technology protection, security management and security education and training.
During the second quarter of 2004, the Company concluded that Advanced Biosystems, Inc. (ABS), a then wholly owned subsidiary of the Company, did not fit with the Company’s long-term strategic plan and decided to divest ABS. The Company disposed of ABS on November 16, 2004 and has presented the results of operations of ABS as a discontinued operation for all periods.
2.Basis of Presentation
The interim consolidated financial statements for the Company are unaudited, but in the opinion of management, reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of results for such periods. The results of operations for any interim period are not necessarily indicative of results for the full year. The balance sheet at December 31, 20032004 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. These unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20032004 (“20032004 Form 10-K”) filed with the Securities and Exchange Commission on March 30, 2004.
The Company pursues acquisitions to complement its business. In accordance with the provisions of Statement of Financial Accounting Standards No. 141,Business Combinations, the direct costs associated with these acquisitions are accounted for as additional purchase consideration. Costs associated with transactions for which we discontinue our pursuit are expensed in the period in which the transaction is abandoned.28, 2005.
3.Acquisition of Beta Analytics, Inc.
Analex acquired Beta Analytics, Incorporated (“BAI”) on May 28, 2004. Under the terms of a Stock Purchase Agreement, dated May 6, 2004, Analex acquired all of the issued and outstanding stock of BAI for approximately (i) $27.7 million in cash, and (ii) 1,832,460 unregistered shares of Analex common stock. These shares wereCommon Stock. The Common Stock was valued at $3.332 per share. This value$3.80, which was determined basedthe closing price on the average closing stock price of the Company’s common stock for the five daysday prior to the announcement of the acquisition. Analex financed the cash portion of the consideration for the acquisition through its cash on hand, senior debt from Bank of America, N.A. and new debt in the initial principal amount of $12 millionSeries B Senior Subordinated Notes (see note 9).
Management believes thatThe total cost of the acquisition of BAI will yield additional significant yearly revenues and operating income, enhanced attractiveness to institutional investors and an enhanced ability to compete effectively within the government services industry. Value associated with BAI’s intangible assets including contract rights and customer relationships was the primary factor contributing to a purchase price in excess of net assets acquired. These intangible assets have an estimated useful life of five years.
The acquisition of BAI, which was valued at approximately $35.2$37.9 million, including the assumption of BAI’s debt of $1.7 million, was accounted for using the purchase method of accounting. Under the purchase method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values, with the excess recorded as goodwill. The Stock Purchase Agreement contains certain financial statements asrepresentations which will survive 24-months after the closing date. In addition, an escrow account containing $1 million cash and 523,560 shares of June 30, 2004 reflect preliminary estimatesAnalex Common Stock was established with proceeds of the fair market value forsale to secure the purchased
intangible assets. The allocationindemnification obligations of the purchase price is summarized as follows:sellers of BAI, should a claim arise.
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The unaudited pro forma financial information reflects the results of the Company for the three and six months ended June 30,March 31, 2004, as if BAI had been acquired on April 1, 2004 and January 1, 2004, respectively. These2004. This combined results areresult is not necessarily indicative of future operating results of the Company.
Three Months June 30, 2004 | Six Months June 30, 2004 | Three Months March 31, 2005 | Pro Forma Three Months March 31, 2004 | |||||||||||||
Revenues | $ | 29,046,800 | $ | 54,002,200 | ||||||||||||
Income from continuing operations | 206,200 | 728,900 | ||||||||||||||
Revenue | $ | 28,438,200 | $ | 25,698,900 | ||||||||||||
Income (loss) from continuing operations | 666,100 | 481,000 | ||||||||||||||
Net income (loss) | (366,500 | ) | 127,900 | 689,700 | 452,400 | |||||||||||
Net loss available to common shareholders | (1,530,600 | ) | (2,198,700 | ) | (647,300 | ) | (710,100 | ) | ||||||||
Basic earnings per share available to common shareholders | $ | (0.11 | ) | $ | (0.16 | ) | $ | (0.04 | ) | $ | (0.05 | ) | ||||
Diluted earnings per share available to common shareholders | $ | (0.11 | ) | $ | (0.16 | ) | $ | (0.04 | ) | $ | (0.05 | ) |
4.Debt
The Company has a credit agreement with Bank of America, N.A. (“the Credit Facility”). On May 28, 2004, in connection with the acquisition of BAI, the Credit Facility was amended and restated to provide a $20,000,000 revolving credit facility, and the remaining outstanding balance on the Company’s term loan of $1,750,000 was consolidated into the Credit Facility. An uncommitted annual
guidance facility not to exceed an additional $20,000,000 is available to fund future acquisitions upon application by the Company and approval by Bank of America. The Credit Facility has an annual renewal occurring April 30a maturity date of each year. InterestMay 31, 2007. On behalf of the Company, Bank of America may issue Letters of Credit secured by the Credit Facility. As of March 31, 2005, the Company has one Letter of Credit outstanding in the amount of $100,000. The interest rate on the Credit Facility is set at the LIBOR Rate plus an applicable margin as specified in a pricing grid. As of June 30, 2004,March 31, 2005, the Credit Facility outstanding balance was $8,254,700. The$3,881,800, and the interest rate at June 30, 2004 was 3.84% for the Credit Facility.5.35%.
The Credit Facility contains financial covenants setting forth maximum ratios for total funded debt to EBITDA and minimum ratios for fixed charge coverage. As of June 30, 2004,March 31, 2005, the Company was in compliance with these covenants. The Credit Facility also restricts the Company’s ability to dispose of properties other than ABS, incur additional indebtedness, pay dividends (except to holders of the Series A and Series B Preferred Stock) or other distributions, create liens on assets, enter into sale and leaseback transactions, make investments, loans or advances, engage in mergers or consolidations, and engage in transactions with affiliates. The Credit Facility is secured by the accounts receivable and other assets of the Company.
In January 2002, the Company entered into an interest-rate swap agreement with Bank of America whereby its obligation to pay floating-rate LIBOR on debt now totaling $1,450,000, was swapped into a fixed rate obligation at 4.25%. The purpose of the swap was to protect the Company continues to have the obligation to pay the credit performance margin in addition to its swapped 4.25% payment obligation. The total effectivefrom potential rising interest rates on debt with variable interest rate onfeatures. During periods of rising interest rates, the swapped portionCompany will benefit from the protection of the revolving credit facility amountedswap, during periods of declining interest rates the Company will incur additional interest expense due to 6.75% at June 30,the fixed interest rate component of the swap agreement. During the term of the swap agreement, comprehensive income or loss related to the swap agreement was recorded as a current liability with an offset to accumulated other comprehensive income(loss) which is a component of shareholders’ equity. The swap agreement matured on December 1, 2004.
The Company’s comprehensive loss available to common shareholders for the three months ended June 30, 2004 was $1,822,000$4,302,400, which includesincluded the net loss available to common shareholders of $1,837,200$4,346,200 and other comprehensive income of $15,200 arising from the interest rate swap. The Company’s comprehensive loss for the six months ended June 30, 2004 was $2,985,700, which includes the net loss available to common shareholders of $3,011,800 and other comprehensive income of $26,100$43,800, arising from the interest rate swap.
The Company has outstanding a $10,000,000 Series A Convertible Note issued on December 9, 2003 in connection with the Pequot Transaction (see note 8). In connection with the BAI acquisition and the Series B Financing, the Company issued $12,000,000 Senior Subordinated Notes on May 28, 2004 (see note 9).
5.Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended June 30 | Six Months Ended June 30 | Three Months Ended March 31 | ||||||||||||||||||||
2004 | 2003 | 2004 | 2003 | 2005 | 2004 | |||||||||||||||||
Income (loss) from continuing operations | (100,600 | ) | 629,000 | (84,200 | ) | 1,302,600 | $ | 666,100 | $ | 16,500 | ||||||||||||
Dividends on Series A convertible preferred stock | (221,900 | ) | (225,000 | ) | ||||||||||||||||||
Dividends on Series B convertible preferred stock | (177,600 | ) | — | |||||||||||||||||||
Accretion of convertible preferred stock | (937,500 | ) | (937,500 | ) | ||||||||||||||||||
Net income (loss) available to common shareholders from continuing operations | (670,900 | ) | (1,146,000 | ) | ||||||||||||||||||
Income (loss) from discontinued operations, net of income taxes | (50,700 | ) | 45,200 | (79,200 | ) | 107,000 | 23,600 | (28,600 | ) | |||||||||||||
Loss on disposal of discontinued operations, net of income taxes | (521,800 | ) | — | (521,800 | ) | — | ||||||||||||||||
Income (loss) from discontinued operations, net of income taxes | (572,500 | ) | 45,200 | (601,000 | ) | 107,000 | ||||||||||||||||
Gain (loss) on disposal of discontinued operations, net of income taxes | — | — | ||||||||||||||||||||
Net income (loss) available to common shareholders | $ | (1,837,200 | ) | $ | 674,200 | $ | (3,011,800 | ) | $ | 1,409,600 | $ | (647,300 | ) | $ | (1,174,600 | ) | ||||||
Weighted average shares outstanding | 14,049,715 | 14,577,663 | 13,547,203 | 14,511,875 | 15,423,286 | 13,045,182 | ||||||||||||||||
Effect of dilutive securities: | ||||||||||||||||||||||
Warrants | — | 1,560,693 | — | 1,882,978 | — | — | ||||||||||||||||
Employee stock options | — | 1,030,957 | — | 1,101,651 | — | — | ||||||||||||||||
Diluted weighted average shares outstanding | 14,049,715 | 17,169,313 | 13,547,203 | 17,496,504 | 15,432,286 | 13,045,182 | ||||||||||||||||
Net income (loss) available to common shareholders per share: | ||||||||||||||||||||||
Continuing operations: | ||||||||||||||||||||||
Basic | $ | (0.09 | ) | $ | 0.05 | $ | (0.18 | ) | $ | 0.09 | $ | (0.04 | ) | $ | (0.09 | ) | ||||||
Diluted | $ | (0.09 | ) | $ | 0.04 | $ | (0.18 | ) | $ | 0.07 | $ | (0.04 | ) | $ | (0.09 | ) | ||||||
Discontinued operations: | ||||||||||||||||||||||
Basic | $ | (0.04 | ) | $ | 0.0 | $ | (0.04 | ) | $ | 0.01 | $ | 0.00 | $ | 0.00 | ||||||||
Diluted | $ | (0.04 | ) | $ | 0.0 | $ | (0.04 | ) | $ | 0.01 | $ | 0.00 | $ | 0.00 | ||||||||
Net income (loss) available to common shareholders: | ||||||||||||||||||||||
Basic | $ | (0.13 | ) | $ | 0.05 | $ | (0.22 | ) | $ | 0.10 | $ | (0.04 | ) | $ | (0.09 | ) | ||||||
Diluted | $ | (0.13 | ) | $ | 0.04 | $ | (0.22 | ) | $ | 0.08 | $ | (0.04 | ) | $ | (0.09 | ) | ||||||
Shares issuable upon the exercise of stock options or warrants or upon conversion of debt have been excluded from the computation to the extent that their inclusion would be anti-dilutive. As of March 31, 2005, shares issuable upon conversion of such instruments are as follows:
Instrument | Common Shares Issuable Upon Conversion | Exercise Price | Proceeds From Conversion | ||||
Series A Preferred Stock | 6,726,457 | $ 2.23 | $ | — | |||
Series A Preferred Stock Warrants | 664,341 | $ 3.28 | 2,179,038 | ||||
Series A Convertible Notes | 3,321,707 | $ 3.01 | — | ||||
Series A Convertible Notes Warrants | 1,345,291 | $ 3.28 | 4,412,554 | ||||
Series B Preferred Stock | 4,285,714 | $ 2.80 | — | ||||
Series B Senior Subordinated Notes Warrants | 857,143 | $ 4.32 | 3,702,858 | ||||
Warrants issued under 2000 financing agreement | 32,500 | $ 0.75 | 24,375 | ||||
Options issued under Incentive Stock Option Plans | 1,171,358 | $0.50 - $1.99 | 1,548,336 | ||||
Options issued under Incentive Stock Option Plans | 1,323,413 | $2.20 - $2.49 | 3,024,882 | ||||
Options issued under Incentive Stock Option Plans | 1,627,499 | $2.54 - $4.49 | 5,884,455 | ||||
Total | 21,355,423 | $ | 20,776,498 | ||||
6.Stock-based compensation
In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of SFAS No. 123.” This statement amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in APB Opinion No. 25 and related interpretations. Accordingly, compensation expense for stock options is measured as the excess, if any, of the fair market value of the Company’scompany’s stock at the date of the grant over the exercise price of the related option. The following table is a computation of the pro forma earnings had the Company accounted for stock option grants based on their fair value as determined under SFAS No. 123:
Three Months Ended June 30 | Six Months Ended June 30 | Three Months Ended March 31 | ||||||||||||||||||||
2004 | 2003 | 2004 | 2003 | 2005 | 2004 | |||||||||||||||||
Net income (loss) available to common shareholders, as reported | $ | (1,837,200 | ) | $ | 674,200 | $ | (3,011,800 | ) | $ | 1,409,600 | ||||||||||||
Net loss available to common shareholders, as reported | $ | (647,300 | ) | $ | (1,174,600 | ) | ||||||||||||||||
Add: Total stock-based employee compensation expense as reported under intrinsic value method (APB No. 25) for all awards, net of related tax effects | — | 3,100 | — | 6,900 | — | — | ||||||||||||||||
Deduct: Total stock-based compensation expense determined under fair value based method (SFAS No. 123) for all awards, net of related tax effects | 200,800 | 65,200 | 715,300 | 622,300 | 499,000 | 98,900 | ||||||||||||||||
Pro forma net income (loss) available to common shareholders | $ | (2,038,000 | ) | $ | 612,100 | $ | (3,727,100 | ) | $ | 794,200 | $ | (1,146,300 | ) | $ | (1,273,500 | ) | ||||||
Earnings per share: | ||||||||||||||||||||||
Basic as reported | $ | (0.13 | ) | $ | 0.05 | $ | (0.22 | ) | $ | 0.10 | $ | (0.04 | ) | $ | (0.09 | ) | ||||||
Diluted as reported | (0.13 | ) | 0.04 | (0.22 | ) | 0.08 | (0.04 | ) | (0.09 | ) | ||||||||||||
Basic proforma | (0.15 | ) | 0.04 | (0.28 | ) | 0.05 | (0.07 | ) | (0.10 | ) | ||||||||||||
Diluted proforma | (0.15 | ) | 0.04 | (0.28 | ) | 0.05 | (0.07 | ) | (0.10 | ) |
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing fair value model. The following assumptions were used for grants: dividend yield of 0%; expected volatility of 40 to 76%; expected life of the otion term of 5 years; and risk-free interest rate of 2.25% to 5.85%.
To avoid recognizing additional compensation expense following the adoption of SFAS No. 123(R) –Share-Based Payment,which will replace SFAS No. 123- Accounting for Stock-Based Compensation, the Company has accelerated vesting of certain options for certain option holders when the exercise price of the option is more than the fair market value. SFAS No. 123(R) will become effective January 1, 2006. The table below summarizes the accelerated vesting of options during the three months ended March 31, 2005.
Number of options | Exercise price | Original vesting date | Accelerated vesting date | ||||
100,000 | $ | 3.42 | 2/17/06 | 3/2/05 | |||
90,002 | $ | 3.80 | 4/8/06 | 1/26/05 | |||
25,000 | $ | 3.69 | 2/2/06 | 1/31/05 | |||
6,668 | $ | 3.90 | 3/1/06 | 1/19/05 | |||
1,667 | $ | 3.80 | 2/25/06 | 1/26/05 |
7.Concentration of Business
Almost all of the Company’s revenues arerevenue is derived either directly from the U.S. government as prime contractor or indirectly as a subcontractor to other government prime contractors. Approximately 47%62% of the Company’s 20042005 year-to-date revenues haverevenue has been derived from various Department of Defense agencies. Approximately 52%38% of the Company’s 20042005 year-to-date revenues haverevenue has been derived, directly or indirectly, from NASA.
8.Pequot TransactionPreferred Stock and Convertible Notes
On December 9, 2003, the Company consummated the transactions (the “Pequot Transaction”) contemplated by the Subordinated Note and Series A Convertible Preferred Stock Purchase Agreement by and between the Company and Pequot Private Equity Fund III, L.P., a Delaware limited partnership, and Pequot Offshore Private Equity Partners III, L.P., a Cayman Islands limited partnership (“Pequot”). The Company:
Series A Preferred Stock
The Series A Preferred Stock bears a cumulative annual dividend of 6%, payable quarterly in cash or, if the Company’s available cash for operations does not meet specified levels or such payment would result in an event of default under the Company’s Credit Facility, in additional shares of Series A Preferred Stock. Holders of Series A Preferred Stock are entitled to vote together with all other classes and series of voting stock ofIn December 2003, the Company on all actions to be taken by the stockholders of the Company. In addition, as long as 50% of the Series A Preferred Stock originally issued remains outstanding, the Company may not take numerous actions without obtaining the written consent of the holders of a majority of the Series A Preferred Stock.
The Series A Preferred Stock is convertible into common stock at any time at the election of its holders, initially at a ratio of one share of common stock for every share$15,000,000 of Series A Preferred Stock. The Series A Preferred Stock will automatically convert into Common Stock if, any time following June 9, 2005, the average closing price of the Common Stock over a 20 consecutive trading day period exceeds 2.5 times the conversion price thenaccrues dividends at 6% per annum payable quarterly in effectcash. Dividend expense for the Series A Preferred Stock. In addition, the Series A Preferred Stock held by holders that do not accept an offer by the Company to purchase the Series A Preferred Stock for at least 2.5 times the conversion price then in effect also will automatically convert into Common Stock. The Series A Preferred Stock will also automatically convert into Common Stock uponthree months ended March 31, 2005 was $221,900, compared to $225,000 for the agreementsame period of the holders of a majority of the Series A Preferred Stock.prior year.
Upon issuance of the Series A Preferred Stock, the Company allocated relative fair value of $3,857,600 to the Preferred Warrants and recorded a beneficial conversion charge of $11,142,400. These amounts are being recorded as accretion of Series A Preferred Stock over the period to the earliest redemption date, which is December 9, 2007.September 15, 2008. For the three months and six months ended June 30,March 31, 2005 and 2004, the Company recorded $0.9 million and $1.9$0.9 million, respectively, of accretion related to these charges.
Convertible Notes
The Convertible Notes mature on December 9, 2007. The Convertible Notes bear interest at an annual rateunamortized discount as of 7%, payable quarterly in cash or, if the Company’s available cash for operations does not meet specified levels or such payment would result in an event of default under the Company’s Credit Facility, such interest will be accrued and added to the outstanding principal.
The Convertible Notes may not be prepaid prior to June 9,March 31, 2005 without the consent of the holders of a majority of the outstanding principal amount of the Convertible Notes. Any subsequent prepayment will be made, at the option of the Convertible Note holders, either in cash in an amount equal to the outstanding principal plus the net present value of interest to maturity discounted at 7% per annum; or by conversion of the principal into shares of Series A Preferred Stock and the payment of interest in cash or in shares of Series A Preferred Stock. Holders of the Convertible Notes may convert the outstanding principal and accrued interest on the Notes into Series A Preferred Stock at any time. The conversion price for the Convertible Notes is $3.01 per share.
The Company’s obligations under the Convertible Notes are secured by a lien on substantially all of the assets of the Company and its subsidiaries and are guaranteed by the Company’s subsidiaries. Such obligations are subordinated to the rights of the Company’s present and future senior secured lenders.was $10.1 million.
Upon issuance of the Series A Convertible Notes, the Company allocated fair value of $1,905,300 to the Series A Note Warrants and recorded a beneficial conversion charge of $5,327,200. The discount created by these charges is being amortized to interest expense over the life of the Series A Convertible Notes. For the three months and six months ended June 30,March 31, 2005 and 2004, the Company recognized $0.5 million and $0.9$0.5 million, respectively, of amortization of that discount. The unamortized discount as of June 30, 2004March 31, 2005 was $4.3 million.
Warrants
The Warrants are exercisable at any time before December 9, 2013. The Preferred Warrants are exercisable to purchase one share of common stock for every five shares of common stock issued or issuable upon conversion of the Series A Preferred Stock. The Note Warrants are exercisable to purchase one share of common stock for every five shares of common stock issued or issuable upon conversion of the Convertible Notes. The initial exercise price of the Warrants is $3.28.
9.Series B Financing
Pursuant to a Stock Purchase Agreement among the Company and General Electric Pension Trust (“GEPT”), New York Life Capital Partners II, L.P. (“NYL”), Pequot Private Equity Fund III, L.P., and Pequot Offshore Private Equity Partners III, L.P., (collectively, “Pequot,” together with GEPT and NYL, collectively, the “Investors”), dated May 28, 2004 (the “Series B Purchase Agreement”), the Company:
A significant portion of the funds obtained on the First Closing Date was used to pay the cash portion of the consideration for the acquisition of BAI.
Subject to certain approval rights by the holders of the Series A Preferred Stock and the Series B Preferred Stock, the Series B Purchase Agreement also provides that the Company has an option to require the Investors to purchase up to an additional $25 million of Senior Subordinated Notes or Series B Preferred Stock, with additional Common Stock Warrants (the “Company Option”), at any one or more times on or prior to May 27, 2005 for the purpose of paying the cost of acquisition of the stock or assets of one or more other companies in each case with an acquisition value of at least $10 million.
Senior Subordinated Notes
The Senior Subordinated Notes bear interest at an annual rate of 7%, payable quarterly in cash or, if the Company’s available cash for operations does not meet specified levels or such payment would result in a default under the Company’s Credit Facility, accrued and added to the outstanding principal. Upon a payment default, the interest rate on the Senior Subordinated Notes will be increased to 14% per annum during the term of the default.
The outstanding principal and accrued interest on the Senior Subordinated Notes will be automatically converted into Series B Preferred Stock upon stockholders’ approval at the annual meeting. The per share conversion price of the Senior Subordinated Notes is $3.50 (the “Series B Original Issue Price”).
If the Senior Subordinated Notes have not already converted into Series B Preferred Stock, they will mature on the “Maturity Date” which is 120 days from the date of issuance (the “Series B Issue Date”). In the event that stockholders’ approval is not obtained on or before the Maturity Date, (i) the rate of interest payable on the Senior Subordinated Notes will be increased to 14% per annum and will continue to increase 3% per annum (but in no event shall be increased above the rate of interest lawfully payable) for each calendar quarter thereafter that the Senior Subordinated Notes remain unpaid and (ii) the Company will issue to Investors additional warrants to purchase $3.5 million of the Company’s common stock, exercisable at any time following the stockholders’ approval, at an exercise price equal to the Series B conversion price.
The Company’s obligations under the Senior Subordinated Notes are secured by a second lien on substantially all of the
assets of the Company and its subsidiaries and are guaranteed by the Company’s subsidiaries. These obligations are subordinated only to those under the Credit Facility and are senior to the existing obligations to Pequot under the Convertible Notes. The Company is subject to certain financial and operational covenants.
Upon issuance of the Senior Subordinated Notes, the Company allocated fair value of $720,000 to the Common Stock Warrants based on a preliminary independent valuation, and recorded a beneficial conversion charge of $3,720,000. The discount created by these charges is being amortized to interest expense over the life of the Senior Subordinated Notes. For the three and six months ended June 30, 2004, the Company recognized $0.8 million of amortization of that discount. The unamortized discount as of June 30, 2004 was $3.6$5.2 million.
Series B Preferred Stock
An aggregateIn September 2004, the Company issued $12,000,000 of 3,428,571 shares of Series B Preferred Stock will be issued to the Investors upon stockholders’ approval of the conversion of the $12 million Senior Subordinated Notes into the Series B Preferred Stock. The Series B Preferred Stock will rank senior to the Company’s existing Series A Preferred Stock. Theaccrues dividends at 6% per annum payable quarterly in cash. Dividend expense for Series B Preferred Stock will bear a cumulative annual dividend of 6%, payable quarterly in cash or, iffor the Company’s available cash for operations does not meet specified levels or such payment would result in a default under the Company’s Credit Facility, in additional shares of Series B Preferred Stock.three months ended March 31, 2005 was $177,500.
Upon any liquidation, dissolution or winding upSummary of the Company, holders ofCharges
The table below details the Series B Preferred Stock will be entitled to receive, in preference to holders of Series A Preferred Stock and common stock, out of the Company’s assets available for stockholder distributions, an amount per share equal to the Series B Original Issue Price plus any accrued but unpaid dividends thereon. Certain mergers, acquisitions or asset sales involving the Company are treated as a liquidation event unless the holders of 66 2/3% of the then outstanding Series B Preferred Stock and associated accretion on a quarterly basis for 2005. For the three months ended March 31, 2004, only Series A Preferred Stock voting together as a class elect not to treat such transactions as liquidation events.was outstanding.
Preferred Stock | Face Value | Carrying Value At March 31, 2005 | Remaining Amount to be Accreted | Quarterly Non - Cash Preferred Stock Accretion | Remaining Period of Amortization | |||||||||
Series A | $ | 15,000,000 | $ | 4,923,800 | $ | 10,076,200 | $ | 937,500 | 2 3/4 Years | |||||
Series B | $ | 12,000,000 | $ | 12,000,000 | — | — | — |
The Series B Preferred Stocktable below details the convertible debt and remaining amortization expense that will be convertible into common stock at any time at the election of its holders. The per share conversion price (the “Conversion Price”) of the Series B Preferred Stock will be the lowest of (i) $3.10; (ii) the price that reflects a 20% discount to the trailing average closing price of the Company’s common stock for the 20 consecutive trading days immediately preceding the date of the conversion or the Series B Issue Date, butrecognized in no event less than $2.80; and (iii) the closing price of the Company’s common stock on the day
immediately preceding the Series B Issue Date; provided that if stockholder approval for the conversion of the Senior Subordinated Notes occurs during certain uncured events of default, the Conversion Price will not be subject to the $2.80 floor price under (ii) above.subsequent quarters as interest expense:
The Series B Preferred Stock will automatically convert into common stock if, any time following 18 months after the Series B Issue Date, (i) the average closing price of the common stock over the immediately preceding 20 consecutive trading day period exceeds 2.5 times the Series B Original Issue Price (as adjusted for certain dilutive equity issuances and for stock splits, stock dividends and similar events related to the Series B Preferred Stock); or (ii) with respect to any holder’s shares of Series B Preferred Stock, such holder does not accept, within 60 days of notice to such holder, the Company’s offer to purchase the Series B Preferred Stock for at least 2.5 times the Series B Original Issue Price. The Series B Preferred Stock will automatically convert into common stock upon the agreement of the holders of 75% of the then outstanding Series B Preferred Stock.
Holders of two-thirds of the Series B Preferred Stock may require the Company to redeem their shares in four equal quarterly installments any time on or after the fourth anniversary of the Series B Issue Date at the Series B Original Issue Price plus accrued but unpaid dividends.
Holders of Series B Preferred Stock will be entitled to vote together with all other classes and series of voting stock of the Company as a single class, on all actions to be taken by the stockholders of the Company. As long as at least 25% of the shares of the Series B Preferred Stock issued pursuant to the Series B Purchase Agreement remain outstanding, the Company may not take numerous specified actions (including certain changes to the Company’s Certificate of Incorporation) without first obtaining the written consent of holders of at least a majority of the then outstanding shares of Series B Preferred Stock voting separately as a class. In addition, as long as the Company Option is in effect, holders of 100% of the Series A Preferred Stock and the Series B Preferred Stock, voting together as a single class, shall have the right to veto (i) any Company Acquisition, and (ii) the issuance of any securities ranking senior to or pari passu with the Series A Preferred Stock or the Series B Preferred Stock, with respect to voting, dividend, liquidation or redemption rights, including the issuance of subordinated debt.
Common Stock Warrants
The Common Stock Warrants issued in connection with the Series B Financing will expire on May 28, 2014. They are not exercisable at the time of issuance. Upon stockholders’ approval at the annual meeting, the Common Stock Warrants will become exercisable at the option of the Investors to purchase one share of common stock for every five shares of common stock issued or issuable upon conversion of the Series B Preferred Stock that is issued or issuable upon the conversion of the principal amount of the Senior Subordinated Notes. The exercise price of the Common Stock Warrants is $4.32 per share.
Series A Convertible Debt | Face Value | Carrying Value At March 31, 2005 | Remaining Amount to be Amortized | Quarterly Expenses | Remaining Period of Amortization | ||||||||||||
Cash | Non – Cash Interest Accretion | ||||||||||||||||
Series A Convertible Notes | $ | 10,000,000 | $ | 5,141,600 | $ | 4,858,400 | $ | 172,600 | $ | 482,000 | 2 3/4 Years |
10.9.Guarantees
Pursuant to the November 2, 2001 acquisition of the former Analex, the Company issued 3,572,143 shares of the Company’s common stockCommon Stock to the shareholders representing all of the outstanding equity of Analex (the “Sellers”). Of the 3,572,143 shares, 857,143 shares are subject to a provision by which the Company guarantees for a five-year period to reimburse the Sellers the difference between the price at which they sell such shares and a guaranteed sales price ranging from $1.60 to $2.20 per share, if such shares are sold within such period and if certain other conditions are satisfied. As of June 30, 2004,March 31, 2005, the maximum amount payable under the terms of the guaranteed shares was $1,628,600. As the fair market value of the Company’s common stockCommon Stock was in excess of the guaranteed share prices as of June 30, 2004,March 31, 2005, no amounts were accrued under the guarantee.
11.10.Segment Reporting
The Company has one reportable segment consisting of two strategic business units: the Homeland Security Group and the Systems Engineering Group. Both Homeland Security Group and Systems Engineering Group provide engineering, information technology medical research or technical services to federal government agencies or major defense contractors. BAI is reported as part of the Homeland Security Group. In prior reporting periods, ABS was reported as a reportable segment. Results for ABS are now reported as discontinued operations.
12.11.Discontinued Operations
During the second quarter of 2004, the Company concluded that ABS, a wholly owned subsidiary of the Company, did not fit with the Company’s long-term plan and decided to divest ABS. The Company is in the process of disposingdisposed of ABS and intends to conclude either a sale or another form of disposition by December 31,on November 16, 2004. Therefore, the results of operations of
this business are reported as discontinued operations, net of applicable income taxes, for all periods presented in accordance with SFAS 144,Accounting for the Impairment of Disposal of Long-Lived Assets. Proceeds from the sale of ABS were two non-recourse notes for $1 million. The Company has written downreviewed the assetsfuture viability of ABS toand its underlying credit worthiness and determined a full reserve against the fair value of the expected proceeds to be received from the disposition of ABS.notes was necessary.
The Company’s historical financial statements have been restated to reflect ABS as discontinued operations for the periods presented.
Operating results of the discontinued business are as follows:
Three Months Ended June 30 | Six Months Ended June 30 | Three Months Ended March 31 | |||||||||||||||||||
2004 | 2003 | 2004 | 2003 | 2005 | 2004 | ||||||||||||||||
Revenues | $ | 500,039 | $ | 1,177,700 | $ | 978,700 | $ | 2,530,600 | |||||||||||||
Revenue | $ | — | $ | 478,400 | |||||||||||||||||
Income (loss) from discontinued operations | (99,000 | ) | 63,200 | (128,900 | ) | 149,600 | 38,400 | (30,200 | ) | ||||||||||||
Income tax expense (benefit) | (48,300 | ) | 18,000 | (49,700 | ) | 42,600 | 14,800 | (1,600 | ) | ||||||||||||
Income (loss) from discontinued operations, net of tax | $ | (50,700 | ) | $ | 45,200 | $ | (79,200 | ) | $ | 107,000 | $ | 23,600 | $ | (28,600 | ) |
The income reflected in discontinued operations is recognition of payments made against the non-recourse notes that were fully reserved. Tax rates vary between discontinued operations and the Company’s effective tax rate due to the non-deductibility of goodwillcertain non-cash amortization expenses for tax purposes.
The major classes of assets and liabilities for this discontinued business were as follows:
June 30, 2004 | December 31, 2003 | |||||
Accounts receivable, net | $ | 93,200 | $ | 651,300 | ||
Fixed assets, net | — | 6,800 | ||||
Total assets of business held for sale | $ | 93,200 | $ | 658,100 | ||
Accounts payable | $ | 10,400 | 40,000 | |||
Other current liabilities | 82,800 | 76,000 | ||||
Total liabilities of business held for sale | $ | 93,200 | $ | 116,000 | ||
13.12.Litigation and Claims
The Company was served on October 9, 2003 with a complaint filed by Swales & Associates, Inc. (“Swales”) in the Maryland Circuit Court for Prince George’s County alleging breach of contract and other claims relating to Swales’ termination as a subcontractor under the Company’s ELVIS contract with NASA. Under the complaint, Swales sought damages of $4 million. To minimize the expense, effort, uncertainty and inconvenience entailed in proceeding with the litigation, theThe Company entered into a Settlement Agreement dated July 22, 2004 with Swales. Under the terms of the Settlement Agreement, the Company paid $1,000,000 to Swales in July 2004. Included in the $1,000,000 settlement is approximately $320,000 for work performed by Swales prior to termination. This amount was billed to NASA and payment was received by the Company. Legal fees incurred amounted
are expected to be approximately $325,000.$290,000. Based on a legalan opinion from the Company’s outsideby counsel, the Company believes that the unreimbursed amount of the settlement payment, together with legal fees and expenses incurred in connection with the litigation, are costs that are reimbursable under the ELVIS contract with NASA. Therefore, a receivable in the amount of $984,000 has been recorded. However, on July 28, 2004, based upon discussions with the customer, the Company received from NASA a Notice of Intent to Disallow Costs. Discussions with NASA are still ongoing. Notwithstanding the Notice of Intent to Disallow Costs, the Company continues to believe that the costs of the settlement will be reimbursed by NASA. Therefore, no amounts have been accrued for this claim as of June 30, 2004.Discussions with NASA are continuing. However, there can be no assurance that the Company will in fact be reimbursed in part or in full by NASA in the foreseeable future.
13.Subsequent Event
On April 1, 2005, Analex acquired ComGlobal Systems, Incorporated, (“ComGlobal”) a software engineering and information technology firm primarily serving the federal government agencies and organizations. ComGlobal specializes in command, control communications, computers and intelligence (C4I) programs for the military, and its largest customer in the U.S. Navy’s Tomahawk Cruise Missile Program. The consideration for the acquisition consisted of $47 million in cash, $22 million of which was financed with senior bank debt from Bank of America and $25 million of which came from the sale of additional Series B Convertible Preferred Stock to GE Pension Trust, New York Like Capital Partners and Pequot Capital.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Analex specializes in developing intelligence, systemproviding information technology, systems engineering, technology protection, operations security services and intelligence analysisservices in support of our nation’s security.the U.S. Government. All of our sales are generated using written contractual arrangements. The contracts require us to deliver technical services to the intelligence community, analyze and support defense systems, design, develop and test aerospace systems according to the specifications provided by our customers. In the case of ABS, the contracts require us to develop medical defenses and treatments for infectious agents such as anthrax and smallpox used in biological warfare and terrorism.
On May 28, 2004, Analex acquired Beta Analytics, Inc. (“BAI”). BAI is reported as a part of the Homeland Security Group. BAI provides information and technology asset protection solutions, intelligence analysis, and security services to federal government and Department of Defense agencies. BAI’s services cover a range of life cycle protection and physical security services specifically in the areas of information protection, physical security, intelligence threat assessment and analysis, technology protection, security management and security education and training. We believe that our acquisition of BAI will yield additional significant yearly revenuesrevenue and strong operating income, enhanced attractiveness to institutional investors and an enhanced ability to compete effectively within our industry.
During the second quarter of 2004, the Company concluded that Advanced Biosystems, Inc., (“ABS”), a wholly owned subsidiary of the Company, did not fit with the Company’s long-term plan and decided to divest ABS. The Company is in the process of disposingdisposed of ABS and intends to conclude either a sale or another form of disposition
by December 31,on November 16, 2004. Therefore, the results of operations of this business are reported as discontinued operations, net of applicable income taxes, for all periods presented in accordance with SFAS 144,Accounting for the Impairment of Disposal of Long-Lived Assets. The Company has written down the assets of ABS to the fair value of the expected proceeds to be received from the disposition of ABS.
SalesRevenue generated from contracts to U.S. federal government agencies and their prime contractors represented approximately 98%100% of our total net sales during the sixthree months ended June 30, 2004March 31, 2005 and 99%99.5% during the sixthree months ended June 30, 2003.March 31, 2004. The Department of Defense accounted for approximately 47%62% and 42%43% of our revenuesrevenue in the sixthree months ended June 30,March 31, 2005 and 2004, and 2003, respectively. NASA is our largest customer, generating 52%38% and 57%55% of our revenuesrevenue for the sixthree months ended June 30,March 31, 2005 and 2004, and 2003, respectively. Approximately 19%14% of our revenuesrevenue and 79%51% of our operating income for the sixthree months ended June 30, 2004March 31, 2005 came from one prime contract with an agency within the Department of Defense. Approximately 32%25% of our revenuesrevenue for the sixthree months ended June 30, 2004March 31, 2005 came from one prime contract with NASA, which will continue until September 2011has a potential nine-year and three-month contract term if all options are exercised. We expect that federal government contracts will continue to be the source of substantially all of our revenue for the foreseeable future.
In the sixthree months ended June 30, 2004,March 31, 2005, a majority of our revenues wererevenue was generated as a prime contractor to the federal government. We intend to focus on retaining and increasing the percentage of our business as prime contractor because it provides us with stronger client relationships.Therelationships. The following table shows our revenuesrevenue as prime contractor and as subcontractor as a percentage of our total revenuesrevenue for the following periods:
Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||
2004 | 2003 | 2004 | 2003 | |||||||||
Prime contract revenues | 67 | % | 55 | % | 64 | % | 55 | % | ||||
Subcontract revenues | 33 | 45 | 36 | 45 | ||||||||
Total revenues | 100 | % | 100 | % | 100 | % | 100 | % |
Three Months Ended March 31 | ||||||
2005 | 2004 | |||||
Prime contract revenue | 72 | % | 59 | % | ||
Subcontract revenue | 28 | 41 | ||||
Total revenue | 100 | % | 100 | % |
We have one reportable segment, which is engaged in professional services related to information technology and systems engineering for the U.S. government, primarily NASA and the Department of Defense. This segment consists of two business groups: the Homeland Security Group and the Systems Engineering Group. The Homeland Security Group provides information technology services, systems integration, hardware and software engineering and independent quality assurance in support of the U.S. intelligence community and Department of Defense. With BAI included as a part of the Homeland Security Group, the latter also provides information and technology asset protection
solutions, intelligence analysis, and security services to federal government and Department of Defense agencies. We expect that our Homeland Security Group will continue to benefit from the country’s shifting priorities and new emphasis on enhanced intelligence capabilities. The Systems Engineering Group provides engineering, information technology and program management support to NASA, the Department of Defense, and major aerospace contractors such as Lockheed Martin and Northrop Grumman.contractors. In previous reporting periods, ABS was disclosed as a separate segment.
Our services are provided under three types of contracts: cost-plus-fees, time-and-materials, and fixed price contracts.
The following table shows our revenuesrevenue from each of these types of contracts as a percentage of our total revenue for the following periods:
Three Months Ended June 30 | Six Months Ended June 30 | Three Months Ended March 31 | ||||||||||||||||
2004 | 2003 | 2004 | 2003 | 2005 | 2004 | |||||||||||||
Cost-plus-fees | 40 | % | 50 | % | 43 | % | 49 | % | 29 | % | 48 | % | ||||||
Time-and-materials | 43 | 36 | 41 | 37 | 40 | 37 | ||||||||||||
Fixed price | 17 | 14 | 16 | 14 | 31 | 15 | ||||||||||||
Total | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
Our objective is to grow sales organically and through acquisitions. In order to assist in accomplishing this objective, we have continued to increase our selling, general and administrative expenditures so as to increase our efforts in new business development and to provide the necessary infrastructure to support a larger organization resulting from organic growth and acquisitions.
We plan to selectively acquire companies that complement and enhance our existing businesses, and are currently reviewing potential targets. We anticipate that we will need to obtain additional financing through sale of equity and debt securities to fund our acquisitions.
The Company’s backlog of orders, based on remaining contract value, believed to be firm as of June 30, 2004March 31, 2005 was approximately $209$283 million. Funded backlog as of June 30, 2004March 31, 2005 was approximately $51$77 million. Included in the backlog approximation are amounts from future years of government contracts under which the government has the right to exercise an option for the Company to perform services.
All of our U.S. government contracts are subject to audit and various cost controls, and include standard provisions for termination for the convenience of the U.S. government. Multi-year U.S. government contracts and related orders are subject to cancellation if funds for contract performance for any subsequent year become unavailable.
COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2004MARCH 31, 2005
TO THE THREE MONTHS ENDED JUNE 30, 2003MARCH 31, 2004
March 31, 2005 | March 31, 2004 | |||||||||||||
Revenue | $ | 28,438,200 | 100 | % | $ | 16,631,700 | 100 | % | ||||||
Operating costs and expenses: | ||||||||||||||
Cost of revenue | 23,625,900 | 83.1 | 14,051,400 | 84.5 | ||||||||||
Selling, general and administrative | 2,277,900 | 8.0 | 1,804,000 | 10.8 | ||||||||||
Amortization of other intangible assets | 490,500 | 1.7 | 149,200 | 0.9 | ||||||||||
Total operating costs and expenses | 26,394,300 | 92.8 | 16,004,600 | 96.2 | ||||||||||
Operating income | 2,043,900 | 7.2 | 627,100 | 3.8 | ||||||||||
Interest expense | (763,000 | ) | (2.7 | ) | (685,300 | ) | (4.1 | ) | ||||||
Provision for income taxes | 614,800 | 2.2 | (74,700 | ) | (0.4 | ) | ||||||||
Net income, from continuing operations | 666,100 | 2.3 | 16,500 | 0.1 | ||||||||||
Income (loss) from discontinued operations, net of tax | 23,600 | 0.1 | (28,600 | ) | (0.2 | ) | ||||||||
Net income (loss) from continuing operations | 689,700 | 2.4 | (12,100 | ) | (0.1 | ) | ||||||||
Dividends on convertible preferred stock | (399,500 | ) | (1.4 | ) | (225,000 | ) | (1.4 | ) | ||||||
Accretion of convertible preferred stock | (937,500 | ) | (3.3 | ) | (937,500 | ) | (5.6 | ) | ||||||
Net income (loss) available to common shareholders | $ | (647,300 | ) | (2.3 | )% | $ | (1,174,600 | ) | (7.1 | )% | ||||
REVENUES
REVENUE AND PERCENT OF REVENUESREVENUE BY GROUP
Three Months Ended June 30 | Three Months Ended March 31 | |||||||||||||||||||||||
2004 | 2003 | 2005 | 2004 | |||||||||||||||||||||
Homeland Security Group | $ | 11,404,800 | 51 | % | $ | 6,601,200 | 43 | % | $ | 17,477,700 | 61 | % | $ | 7,221,400 | 43 | % | ||||||||
Systems Engineering Group | 10,810,400 | 49 | % | 8,824,000 | 57 | % | 10,960,500 | 39 | % | 9,410,000 | 57 | % | ||||||||||||
Total | $ | 22,215,200 | 100 | % | $ | 15,425,200 | 100 | % | $ | 28,438,200 | 100 | % | $ | 16,631,400 | 100 | % |
PERCENTAGE REVENUE GROWTH QUARTER OVER QUARTER BY GROUP
Homeland Security Group | % | ||
Systems Engineering Group | % | ||
Total | % |
Revenues
Revenue for the three months ended June 30, 2004 were $22.2March 31, 2005 was $28.4 million, an increase of $6.8$11.8 million from the $15.4$16.6 million in revenuesrevenue for the three months ended June 30, 2003. This increase is primarily due to increases in revenues in the Homeland Security Group and the Systems Engineering Group.RevenuesMarch 31, 2004. Revenue of the Homeland Security Group increased 72.8%,142% or approximately $4.8$10.3 million. This increase was primarily due to the acquisition of BAI, which contributed $3.2$8.9 million in revenues, and the remainder is due torevenue. The remaining increase of $1.4 million represents a 18% growth inof organic business from services provided to the intelligence community and related agencies. RevenuesRevenue of the Systems Engineering Group increased 22.5%16%, or approximately $2$1.6 million, primarily due to a $1.8 million increase in revenuesrevenue under the ELVIS contract, as compared to the secondfirst quarter of 2003.2004. In addition, under the Glenn Engineering Support Services contract with NASA, revenues increased approximately $0.5$0.2 million as compared to the same period of 20032004 due to additional tasking from the customer. These increases were offset by a reduction in revenuesrevenue of $0.3$0.4 million due to the planned step-down in activities under the Microgravity Research Development and Operations contract withsubcontract providing services to NASA related to designing and building experiments to be run on the International Space Station.
CostsCost of revenue for the quarterthree months ended June 30, 2004 were $17.4March 31, 2005 was $23.6 million, an increase of $4.4$9.6 million from the same period of the prior year. CostsCost of revenue for recently acquired BAI
accounted for $2.4$7.3 million of the increase. Growth in services provided to the customers of the Homeland Security Group and the Systems Engineering Group as noted in the preceding paragraph, accounted for $0.6$0.9 million and $1.4$1.3 million of the increase, respectively. CostsCost of revenue as a percentage of revenues wererevenue was approximately 78%83.1% for the quarter ended June 30, 2004March 31, 2005 and 83%84.5% for the same period of 2003.the prior year.
Selling, general and administrative (“SG&A”) expenses totaled $2.6$2.3 million for the quarterthree months ended June 30, 2004,March 31, 2005 compared with $1.4$1.8 million for the same period of the prior year. This 78%26% increase is due to increased expenses related to merger and acquisition activities which accounted for $0.6 million and investments made to expand the Company’s infrastructure and management teamreflects costs to accommodate an expected increase in the scopeincreased demands from Sarbanes Oxley 404 and discretionary spending on sales and marketing. SG&A as a percentage of business operations from acquisitions. These investments include upgrading our financial accounting system and additional staff members inrevenue was 8.0% for the accounting, contracts, marketing and corporate management departments.quarter ended March 31, 2005 compared with 10.9% for the same period of the prior year.
Operating income for the three months ended June 30, 2004March 31, 2005 was $2.0 million, compared to operating income of $1.0$0.6 million for the period ended June 30, 2003.March 31, 2004. Operating margin for the three months ended March 31, 2005 improved to 7.2% from 3.8% in the same period of the prior year. The increasedgrowth in operating income iswas equally attributable to the growthacquisition of the Homeland Security Group of $1.4 million, of which $0.6 million is attributable to BAI and $0.8 million is attributable to growth in services provided to the intelligence community and related agencies. In addition, operating income of the Systems Engineering Group increased $0.4 million due to additional tasking from customers. These increases are offset by an additional $0.5 million of expense related to merger and acquisition activities and $0.2 million of additional amortization related to the BAI acquisition.organic growth.
Interest expense totaled $1.7$0.8 million for the quarter ended June 30, 2004,March 31, 2005, compared with $0.1$0.7 million for the same period in the prior year. The $1.6 millionThis increase is due to cash and non-cash interest expense related toadditional working capital needs funded by the convertible debt issued as part of the Pequot Transaction and the Series B Financing. Cash interest payments on the convertible debt were $0.3 million and non-cash amortization recorded as interest expense was $1.3 million.Company’s credit facility.
IncomeThe income tax expense for the quarterthree months ended June 30, 2004March 31, 2005 was $0.5$0.6 million, compared with $0.3a $0.07 million tax benefit for the same period in the prior year. The Company willexpects to experience an increase in the effectivea tax rate in 2004. This increase isprovision for calendar year 2005 due to the recognition of certain amortization costs related to the Pequot Transaction and the Series BA Financing, which are not deductible for tax purposes, in addition to the Company consuming all net operating loss carry forwards during 2003.purposes.
In the quarter ended June 30, 2004,March 31, 2005, the Company recorded a net loss from continuing operations of approximately $0.1$0.7 million and EBITDA, as defined below, of $2.4$2.6 million, after add-backs for interest of $1.7$0.8 million, depreciation of $0.04$0.1 million, amortization of $0.3$0.5 million, and income tax expense of $0.5$0.6 million. EBITDA as a percent of revenuesrevenue was 10.6%9.2% for the quarter ended June 30, 2004,March 31, 2005, compared to 7.2%4.9% for the quarter ended June 30, 2003.
EBITDA, or earnings before interest, taxes, depreciation and amortization, is considered a non-GAAP financial measure under applicable SEC rules. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with U.S. generally accepted accounting principles.
EBITDA is a widely used measure of operating performance. It is presented as supplemental information that management of the Company believes is useful to investors to evaluate the Company’s results because it excludes certain items that are not directly related to the Company’s core operating performance. EBITDA is calculated by adding back net interest expense, income taxes, discontinued operations, depreciation and amortization to net income. EBITDA should not be considered as a substitute either for net income, as an indicator of the Company’s operating performance, or for cash flow, as measures of the Company’s liquidity. In addition, because EBITDA is not calculated identically by all companies, the Company’s presentation of EBITDA may not be comparable to other similarly titled measures of other companies.
COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2004
TO THE SIX MONTHS ENDED JUNE 30, 2003
REVENUES AND PERCENT OF REVENUES BY GROUP
Six Months Ended June 30 | ||||||||||||
2004 | 2003 | |||||||||||
Homeland Security Group | $ | 18,626,200 | 48 | % | $ | 13,285,300 | 43 | % | ||||
Systems Engineering Group | 20,220,400 | 52 | % | 17,418,200 | 57 | % | ||||||
Total | $ | 38,846,600 | 100 | % | $ | 30,703,500 | 100 | % |
PERCENTAGE REVENUE GROWTH SIX MONTHS OVER SIX MONTHS BY GROUP
| |||
| |||
|
Revenues for the six months ended June 30, 2004 were $38.8 million, an increase of $8.1 million from the $30.7 million in
revenues for the six months ended June 30, 2003. This increase is primarily due to increases in revenues in the Homeland Security Group and the Systems Engineering Group. Revenues of the Homeland Security Group increased 40%, or approximately $5.3 million, of which $3.2 million was attributable to the acquisition of BAI and $2.1 million was due to growth in services provided to the intelligence community and related agencies. Revenues of the Systems Engineering Group increased 16.1%, or approximately $2.8 million primarily due to a $2.3 million increase in revenues under the ELVIS contract, as compared to the first six months of 2003. In addition, under the Glenn Engineering Support Services contract with NASA, revenues increased approximately $1 million as compared to the same period of 2003 due to additional tasking from the customer. These increases were offset by a reduction in revenues of $0.5 million due to the planned step-down in activities under the Microgravity Research Development and Operations contract with NASA related to designing and building experiments to be run on the International Space Station.
Costs of revenue for the six months ended June 30, 2004 were $31.4 million, an increase of $5.7 million from the same period of the prior year. Costs of revenue for the recently acquired BAI accounted for $2.4 million of the increase. Growth in services to the customers of the Homeland Security Group and Systems Engineering Group as noted in the preceding paragraph, accounted for $1.0 million and $2.2 million of the increase, respectively. Costs of revenue as a percentage of revenues were approximately 81% for the six months ended June 30, 2004 and 84% for the same period of 2003.
Selling, general and administrative expenses totaled $4.4 million for the six months ended June 30, 2004, compared to $2.8 million for the same period of the prior year. This 57% increase is due to increased expenses related to merger and acquisition expenses which accounted for $0.6 million, while the remainder of the increase is attributable to investments made to expand the Company’s infrastructure and management team to accommodate an expected increase in the scope of business operations from acquisitions. These investments include upgrading our financial accounting system and additional staff members in the accounting, contracts, marketing and corporate management departments.
Operating income for the six months ended June 30, 2004 was $2.7 million, compared to operating income of $2.0 million for the period ended June 30, 2003. This $0.7 million increase is primarily attributable to growth in the Homeland Security Group of $1.3 million, of which $0.6 million is attributable to BAI and $0.7 million is attributable to growth in the services provided to the intelligence community and related agencies. In addition, operating income of the Systems Engineering Group increased $0.1 million due to additional tasking from customers. These increases are offset by an additional $0.5 million of expense related to merger and acquisition activity and $0.2 million of additional amortization related to the BAI acquisition.
Interest expense totaled $2.4 million for the six months ended June 30, 2004, compared with $0.2 million for the same period in the prior year. The $2.2 million increase is due to cash and non-cash interest expense related to the convertible notes issued. Cash interest payments on the convertible notes were $0.4 million and non-cash amortization recorded as interest expense was $1.8 million.
Income tax expense for the six months ended June 30, 2004 was $0.4 million, compared with $0.5 million for the same period in the prior year. The Company will experience an increase in the effective tax rate in 2004. This increase is due to the recognition of certain amortization costs related to the Pequot Transaction, which are not deductible for tax purposes, in addition to the Company consuming all net operating loss carryforwards during 2003.
For the six months ended June 30, 2004, the Company recorded a net loss from continuing operations of approximately $0.1 million and EBITDA, as defined below, of $3.2 million, after add-backs for interest of $2.4 million, depreciation of $0.1 million, amortization of $0.4 million, and income tax expense of $0.4 million. EBITDA as a percent of revenue was 8.2% for the six months ended June 30, 2004, compared to 7.4% for the six months ended June 30, 2003.
CAPITAL RESOURCES AND LIQUIDITY
WhileThe Company experienced net loss for the Company experiencedthree months ended March 31, 2005 of $0.6 million compared to a net loss on a quarterly comparison to a net incomeof $1.2 million for the same periodfirst quarter of 2003, the2004. The majority of the net loss can be attributedgain is a reflection of the 7.2% operating margin in 2005 compared to non-cash amortization and accretion charges associated witha 3.8% margin in 2004. This gain was offset by $0.2 million of dividends paid on the Pequot Transaction and Series B Financing.Preferred Stock issued in the third quarter of 2004. Borrowing availability under the Company’s Credit Facility continues to be sufficient to fund normal operations.
The table below details the Series A and Series B Preferred Stock and the associated dividends and accretion.
Preferred Stock | Face Value | Carrying Value At March 31, 2005 | Remaining Amount to be Accreted | Quarterly Dividends and Accretion | Remaining Period of Amortization | ||||||||||||
Cash | Non - Cash Preferred Stock Accretion | ||||||||||||||||
Series A | $ | 15,000,000 | $ | 4,923,800 | $ | 10,076,200 | $ | 225,000 | $ | 937,500 | 2 3/4 Years | ||||||
Series B | $ | 12,000,000 | $ | 12,000,000 | — | $ | 177,500 | — | — |
The table below details the convertible debt and remaining amortization expense whichthat will be recognized in subsequent quarters as interest expense.
Convertible Debt | Face Value | Carrying Value At June 30, | Remaining Amount to be Amortized | Quarterly Expenses | Remaining Period of Amortization | ||||||||||||
Cash | Non - Cash | ||||||||||||||||
Convertible Notes | $ | 10,000,000 | $ | 3,785,500 | $ | 6,570,100 | $ | 175,000 | $ | 480,000 | 3 1/2 Years | ||||||
Senior Subordinated Notes | $ | 12,000,000 | $ | 8,398,700 | $ | 3,763,100 | $ | 210,000 | $ | 2,320,000 | * | ||||||
$ | 385,000 | $ | 2,800,000 |
The table below details the Series A Preferred Stock and the associated dividends and accretion.
Preferred Stock | Face Value | Carrying Value At June 30, | Remaining Amount to be Accreted | Quarterly Dividends and Accretion | Remaining Period of Amortization | ||||||||||||
Cash | Non - Cash | ||||||||||||||||
Series A | $ | 15,000,000 | $ | 2,112,900 | $ | 12,887,100 | $ | 225,000 | $ | 937,500 | 3 1/2 Years |
Series A Convertible Debt | Face Value | Carrying Value At March 31, 2005 | Remaining Amount to be Amortized | Quarterly Expenses | Remaining Period of Amortization | ||||||||||||
Cash | Non – Cash Interest Accretion | ||||||||||||||||
Series A Convertible Notes | $ | 10,000,000 | $ | 5,141,600 | $ | 4,858,400 | $ | 172,600 | $ | 482,000 | 2 3/4 Years |
For the sixthree months ended June 30, 2004,March 31, 2005, net loss available to common shareholders of $3.0$0.6 million included $0.4$ 0.03 million of non-cash amortization, $1.8$0.5 million of non-cash interest accretion, and $1.9$0.9 million of non-cash preferred stock accretion. Available borrowing capacity on the Company’s Credit Facility amounted to $11.7$11.3 million. The Company had a standby financing capacity for acquisitions of $45 million, consisting of anAn uncommitted annual guidance bank facility not to exceed an additional $20,000,000 is available to fund future acquisitions upon application by the Company and approval by Bank of $20 million andAmerica. Although the option to draw downguidance facility matured on a second round of Series B Preferred Stock financing of $25 million.
Working capital at June 30, 2004 decreased by $21.7 million from December 31, 2003 primarily due to2004, the purchase of BAI which includedCompany renewed the use of $12 million of cash from the Pequot Transaction, a draw from our Credit Facility of $8.3 million and the issuance of the Senior Subordinated Notes for $12 million. In addition, accounts receivable increased $10.2 million over the prior year due to accounts receivable acquired infacility upon closing the acquisition of BAI and the timing of receipt of certain accounts receivable.ComGlobal Systems, Incorporated.
Net cash used in operating activities during the six months ended June 30, 2004 was $1.3 million. Net cash provided by operating activities was $2.3$2.9 million for the sixthree months ended June 30, 2003.March 31, 2005, compared to net cash used of $1.3 million for the same period of the prior year. Working capital at March 31, 2005 was $5.9 million compared to $4.6 million as of December 31, 2004. This $3.6increase of $1.3 million decrease is primarily due to increased accounts receivable of $5.5 million overbillings and collections activity resulting in payments against the prior year due to the acquisition of BAI and timing of receipt of certain accounts receivable. This was offset by a decrease in cash used for accounts payable of $1.5 million, and a decrease in cash provided by other current liabilities of $0.4 million as compared to the prior year.
Credit facility. Net cash used in investing activities during the sixthree months ended June 30, 2004 $27.2March 31, 2005 was $0.01 million in comparisoncompared to $0.2$0.05 million for the same period of the prior year. Net cash used in investing activities during three months ended March 31, 2005 and 2004 was primarily used for the acquisition of BAI, net cash used during 2003 was primarily used for the purchase of fixed assets.
The Company has a credit agreement with Bank of America, N.A. (the “Credit Facility”). On May 28, 2004, in connection
with the acquisition of BAI, the Credit Facility was amended and restated to provide a $20,000,000 revolving credit facility, and the remaining outstanding balance on the Company’s term loan of $1,750,000 was consolidated into the Credit Facility. An uncommitted annual guidance facility not to exceed an additional $20,000,000 is available to fund future acquisitions upon application by the Company and approval by Bank of America. The Credit Facility has an annual renewal occurring April 30 of each year. Interest on the Credit Facility is at the LIBOR Rate plus an applicable margin as specified in a pricing grid. As of June 30, 2004,March 31, 2005, the Credit Facility outstanding balance was $8,254,700.$3,881,800. The interest rate at June 30, 2004March 31, 2005 was 3.84%5.35% for the Credit Facility.
The Credit Facility contains financial covenants setting forth maxiumummaximum ratios for total funded debt to EBITDA and minimum ratios for fixed charge coverage. As of June 30, 2004,March 31, 2005, the Company was in compliance with these covenants. The Credit Facility also restricts the Company’s ability to dispose of properties other than ABS, incur additional indebtedness, pay dividends (except to holders of the Series A and Series B Preferred Stock) or other distributions, create liens on assets, enter into sale and leaseback transactions, make investments, loans or advances, engage in mergers or consolidations, and engage in transactions with affiliates. The Credit Facility is secured by the accounts receivable and other assets of the Company.
Pursuant to the November 2, 2001 acquisition of the former Analex, the Company issued 3,572,143 shares of the Company’s common stockCommon Stock to the shareholders representing all of the outstanding equity of Analex (the “Sellers”). Of the 3,572,143 shares, 857,143 shares are subject to a provision by which the Company guarantees for a five-year period to reimburse the Sellers the difference between the price at which they sell such shares and a guaranteed sales price. As of June 30, 2004,March 31, 2005, the maximum amount payable under the terms of the guaranteed shares was $1,628,600. As the fair market value of the Company’s common stockCommon Stock was in excess of the guaranteed share prices as of June 30, 2004,March 31, 2005, no amounts were accrued under the guarantee.
Series B Financing
On May 28, 2004,November 2, 2001, the Company consummatedissued promissory notes to certain Analex sellers totaling $772,600 with a five-year term, bearing interest at 6%. As of March 31, 2005 the transaction contemplated by a Stock Purchase Agreement (the “Series B Purchase Agreement”) by and among the Company and General Electric Pension Trust (“GEPT”), New York Life Capital Partners II, L.P. (“NYL”), Pequot Private Equity Fund III, L.P., and Pequot Offshore Private Equity Partners III, L.P., (collectively, “Pequot,” together with GEPT and NYL, collectively, the
“Investors”). Pursuant to the Series B Purchase Agreement the Company:
A significant portion of the funds obtained on the First Closing Date under the Purchase Agreementpromissory notes was used to pay the cash portion of the consideration for the acquisition of BAI.
Subject to certain approval rights by the holders of Series A convertible preferred stock of the Company (the “Series A Preferred Stock”) and the Series B Preferred Stock, when issued, the Series B Purchase Agreement also provides that the Company has an option to require the Investors to purchase up to an additional $25 million of Senior Subordinated Notes or Series B Preferred Stock, with additional Common Stock Warrants (the “Company Option”), at any one or more times on or prior to May 27, 2005 for the purpose of paying the cost of acquisition of the stock or assets of one or more other companies in each case with an acquisition value of at least $10 million.
Senior Subordinated Notes
The Senior Subordinated Notes bear interest at an annual rate of 7%, payable quarterly in cash or, if the Company’s available cash for operations does not meet specified levels or such payment would result in a default under the Company’s senior credit facility, accrued and added to the outstanding principal. Upon a payment default, the interest rate on the Senior Subordinated Notes will be increased to 14% per annum during the term of the default.
The outstanding principal and accrued interest on the Senior Subordinated Notes will be automatically converted into Series B Preferred Stock upon stockholders’ approval at the annual
meeting. The per share conversion price of the Senior Subordinated Notes is $3.50 (the “Series B Original Issue Price”).
If the Senior Subordinated Notes have not already converted into Series B Preferred Stock, they will mature on the “Maturity Date” which is 120 days from the date of issuance (the “Series B Issue Date”). In the event that stockholders’ approval is not obtained on or before the Maturity Date, (i) the rate of interest payable on the Senior Subordinated Notes will be increased to 14% per annum and will continue to increase 3% per annum (but in no event shall be increased above the rate of interest lawfully payable) for each calendar quarter thereafter that the Senior Subordinated Notes remain unpaid and (ii) the Company will issue to Investors additional warrants to purchase $3.5 million of the Company’s Common Stock, exercisable at any time following the stockholders’ approval, at an exercise price equal to the Series B Conversion Price (as defined below).
The Company’s obligations under the Senior Subordinated Notes are secured by a second lien on all of the assets of the Company and its subsidiaries and are guaranteed by the Company’s subsidiaries. These obligations are subordinated only to those under the Credit Facility and are senior to the existing obligations to Pequot under the convertible debt issued pursuant to the Convertible Note and Series A Convertible Preferred Stock Purchase Agreement dated July 18, 2003 (the “Series A Purchase Agreement”).$297,000. The Company is subject to certain financial and operational covenants.
Upon issuance of the Senior Subordinated Notes, the Company allocated fair value of $720,000 to the Common Stock Warrants basedalso entered into non-competition agreements with former employees totaling $352,000, on a preliminary valuation, and recordeddiscounted basis, payable over various periods with a beneficial conversion chargecurrent balance of $3,720,000. The discount created by these charges is being amortized to interest expense over the life of the Senior Subordinated Notes. For the three and six months ended June 30, 2004, the Company recognized $0.8 million of amortization of that discount. The unamortized discount as of June 30, 2004 was $3.6 million.
Series B Preferred Stock
An aggregate of 3,428,571 shares of Series B Preferred Stock will be issued to the Investors upon stockholders’ approval of the conversion of the $12 million Senior Subordinated Notes into the Series B Preferred Stock. The Series B Preferred Stock will rank senior to the Company’s existing Series A Preferred Stock. The Series B Preferred Stock will bear a cumulative annual dividend of 6%, payable quarterly in cash or, if the Company’s available cash for operations does not meet specified levels or such payment would result in a default under the Company’s Credit Facility, in additional shares of Series B Preferred Stock.
Upon any liquidation, dissolution or winding up of the Company, holders of the Series B Preferred Stock will be entitled to receive, in preference to holders of Series A Preferred Stock and Common Stock, out of the Company’s assets available for stockholder distributions, an amount per share equal to the Series B Original Issue Price plus any accrued but unpaid dividends thereon. Certain mergers, acquisitions or asset sales involving the Company are treated as a liquidation event unless the holders of 66 2/3% of the then outstanding Series B Preferred Stock and Series A Preferred Stock voting together as a class elect not to treat such transactions as liquidation events.
The Series B Preferred Stock will be convertible into Common Stock$72,400 at any time at the election of its holders. The per share conversion price (the “Conversion Price”) of the Series B Preferred Stock will be the lowest of (i) $3.10; (ii) the price that reflects a 20% discount to the trailing average closing price of the Company’s Common Stock for the 20 consecutive trading days immediately preceding the date of the conversion or the Series B Issue Date, but in no event less than $2.80; and (iii) the closing price of the Company’s Common Stock on the day immediately preceding the Series B Issue Date; provided that if stockholder approval for the conversion of the Senior Subordinated Notes occurs during certain uncured events of default, the Conversion Price will not be subject to the $2.80 floor price under (ii) above.
The Series B Preferred Stock will automatically convert into Common Stock if, any time following 18 months after the Series B Issue Date, (i) the average closing price of the Common Stock over the immediately preceding 20 consecutive trading day period exceeds 2.5 times the Series B Original Issue Price (as adjusted for certain dilutive equity issuances and for stock splits, stock dividends and similar events related to the Series B Preferred Stock); or (ii) with respect to any holder’s shares of Series B Preferred Stock, such holder does not accept, within 60 days of notice to such holder, the offer to purchase the Series B Preferred Stock for at least 2.5 times the Series B Original Issue Price. The Series B Preferred Stock will automatically convert into Common Stock upon the agreement of the holders of 75% of the Series B Preferred Stock.
Holders of two-thirds of the Series B Preferred Stock may require the Company to redeem their shares in four equal quarterly installments any time on or after the fourth anniversary of the Series B Issue Date at the Series B Original Issue Price plus accrued but unpaid dividends.
Holders of Series B Preferred Stock will be entitled to vote together with all other classes and series of voting stock of the Company on all actions to be taken by the stockholders of the Company. As long as at least 25% of the shares of the Series B Preferred Stock issued pursuant to the Series B Purchase Agreement remain outstanding, the Company may not take numerous specified actions (including certain changes to the Company’s Certificate of Incorporation) without first obtaining the written consent of holders of at least a majority of the then outstanding shares of Series B Preferred Stock voting separately as a class. In addition, as long as the Company Option is in effect, holders of 100% of the Series A Preferred Stock and the Series B Preferred Stock, voting together as a single class, shall have the right to veto (i) any Company Acquisition, and (ii) the issuance of any securities ranking senior to or pari passu with the Series A Preferred Stock or the Series B Preferred Stock, with respect to voting, dividend, liquidation or redemption rights, including the issuance of subordinated debt.
Common Stock Warrants
The Common Stock Warrants issued in connection with the Series B Financing will expire on May 28, 2014. They are not exercisable at the time of issuance. Upon stockholders’ approval at the annual meeting, the Common Stock Warrants will become exercisable at the option of the Investors to purchase one share of Common Stock for every five shares of Common Stock issued or issuable upon conversion of the Series B Preferred Stock that is issued or issuable upon the conversion of the principal amount of the Senior Subordinated Notes. The exercise price of the Common Stock Warrants is $4.32 per share.March 31, 2005.
Forward-Looking Statements
Certain matters contained in this discussion and analysis concerning our operations, cash flows, financial position, economic performance, and financial condition, including in particular, the likelihood of our success in growing our business through acquisitions or otherwise, the realization of sales from backlog, and the sufficiency of capital to meet our working capital needs, include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will,” “would” or similar
words. We believe that it is important to communicate our future expectations to our investors. However, there are events in the future that we may not be able to predict accurately or control. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, and as a result of many factors, including but not limited to the following:
Readers of this report should not place undue reliance on these forward-looking statements, which apply only as of the date of the filing of this Form 10-Q. We assume no obligation to update any such forward-looking statements.
Item 3.Quantitative and Qualitative Disclosure about Market Risk
Market Risks and Hedging Activities
The Company’s outstanding bank debt bears interest at variable interest rates tied to LIBOR. The use of variable-rate debt to finance operations and capital improvements exposes the Company to variability in interest payments due to changes in interest rates. The Company uses an interest rate swap to reduce the interest rate exposure on these variable rate obligations. The Company does not hold any derivatives for trading or speculative purposes.
The Company’s $3.5 million term loan facility from Bank of America, which carried interest comprised of two components: floating-rate LIBOR plus a credit performance margin, was paid in full on May 28, 2004. The Company had entered into an interest-rate swap agreement with Bank of America whereby its obligation to pay floating-rate LIBOR was swapped into a fixed rate obligation at 4.25% beginning in January 2002. The swap agreement expired on December 1, 2004.
Interest rate hedges that are designated as cash flow hedges hedge the future cash outflows on debt. Interest rate swaps that convert variable payments to fixed payments, interest rate caps, floors, collars and forwards are cash flow hedges. The unrealized gains/losses in the fair value of these hedges are reported on the balance sheet and included in other long-term liabilities with a corresponding adjustment to either accumulated other comprehensive income/(loss) or in earnings depending on the hedging relationship. If the hedging transaction is a cash flow hedge, then the offsetting gains/losses are reported in accumulated other comprehensive income/(loss). Over time, the unrealized gains/losses held in accumulated other comprehensive income/(loss) will be recognized in earnings consistent with when the hedged items are recognized in earnings.
Under the interest rate swap, the Company payspaid the bank at a fixed rate and receivesreceived variable interest at a rate approximating the variable rate of the Company’s debt, thereby creating the equivalent of a fixed rate obligation. The following table summarizes the original financial terms of the Company’s interest rate swap:
Notional Value | Variable Rate Received | Fixed Rate | Effective | Expiration | ||||
$2,950,000 | LIBOR | 4.25% | 1/1/02 | 12/1/04 |
The notional value of the interest rate swap declines as the amount of the Term Loan is paid down. At June 30, 2004 the notional value of the swap was $1,450,000. Increases in prevailing interest rates could increase the Company’s interest payment obligations relating to variable rate debt, which includes the portion of the term note not covered by the interest rate swap agreement and the Credit Facility. For example, a 100 basis points increase in interest rates would increase annual interest expense by $68,300, based on debt levels at June 30, 2004.
Original Notional Value | Variable Rate Received | Fixed Rate Paid | Effective Date | Expiration Date | ||||||
$ | 2,950,000 | LIBOR | 4.25 | % | 1/1/02 | 12/1/04 |
Item 4.Controls and Procedures
The Company has established and maintains disclosure controls and procedures that are designed to ensure that material information required to be disclosed by the Company in the reports that it files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Company carried out an evaluation of the effectiveness of the design and operation of disclosure controls and procedures as of the end of the period covered in this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, as of June 30, 2004,March 31, 2005, in timely alerting them to material information relating to the Company required to be included in the Company’s periodic SEC filings.
Our management, including our Chief Executive Officer and Interim Chief Financial Officer, also supervised and participated in an evaluation of any changes in internal controls over financial reporting that occurred during the last fiscal quarter. That evaluation did not identify any significant changes to the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company was served on October 9, 2003 with a complaint filed by Swales & Associates, Inc. (“Swales”) in the Maryland Circuit Court for Prince George’s County alleging breach of contract and other claims relating to Swales’ termination as a subcontractor under the Company’s ELVIS contract with NASA. Under the complaint, Swales sought damages of $4 million. To minimize the expense, effort, uncertainty and inconvenience entailed in proceeding with the litigation, theThe Company entered into a Settlement Agreement dated July 22, 2004 with Swales.
Under the terms of the Settlement Agreement, the Company paid $1,000,000 to Swales in July 2004. Included in the $1,000,000 settlement is approximately $320,000 for work performed by Swales prior to termination. This amount was billed to NASA and payment was received by the Company. Legal fees incurred amountedare expected to be approximately $325,000.$290,000. Based on a legalan opinion from the Company’s outsideby counsel, the Company believes that the unreimbursed amount of the settlement payment, together with legal fees and expenses incurred in connection with the litigation, are costs that are reimbursable under the ELVIS contract with NASA. Therefore, a receivable in the amount of $984,000 has been booked. However, on July 28, 2004, based upon discussions with the customer, the Company received from NASA a Notice of Intent to Disallow Costs. Discussions with NASA are still ongoing. Notwithstanding the Notice of Intent to Disallow Costs, the Company continues to believe that the costs of the settlement will be reimbursed by NASA. Therefore, no amounts have been accrued for this claim as of June 30, 2004.Discussions with NASA are continuing. However, there can be no assurance that the Company will in fact be reimbursed in part or in full by NASA in the foreseeable future.
Item 6.Exhibits and Reports on Form 8-K
(a) | Exhibits |
31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
(b) | Reports on Form 8-K |
A Current Report on a Form 8-K dated May 7, 2004February 15, 2005 and filed with the Securities and Exchange Commission on May 10, 2004,February 17, 2005 reported (i) itsthat Mr. Joseph Keith Kellogg, Jr. has resigned from the Board of Directors.
A Current Report on Form 8-K dated February 23, 2005 and filed with the Securities and Exchange Commission on February 24, 2005 reported that the Company announced it’s financial results for the first quarterFiscal Year ended March 31, 2004; (ii) its agreement to acquire Beta Analytics, Incorporated; (iii) its binding commitment letter from Pequot to provide investment capital; and (iv) its intention to divest the ABS subsidiary by December 31, 2004.
A Current Report on Form 8-K dated May 28, 2004March 11, 2005 and filed with the Securities and Exchange Commission on June 1, 2004,March 11, 2005 reported that Mr. Peter C. Belford, Sr. has resigned from the consummationBoard of the acquisition of BAI and its Stock Purchase Agreement with certain investors in connection with the Series B Financing.
A Current Report on Form 8-K dated June 7, 2004March 15, 2005 and filed with the Securities and Exchange Commission on June 15, 2004March 21, 2005 reported that Mr. Stephen Dolbey resigned from his position as Vice President of the Company.
A Current Report on Form 8-K dated March 22, 2005 and filed with the Securities and Exchange Commission on March 22, 2005 reported that the Company has appointed Mr. Thomas L. Hewittentered into a non-binding letter of intent to the Board of Directors and that the Company has amended its Bylaws to increase the size of the Board of Directors.acquire ComGlobal Systems, Incorporated.
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 there unto duly authorized.
Date: August 16, 2004April, 27, 2005
Analex Corporation | ||||||
(Registrant) | ||||||
By: | /S/ Sterling E. Phillips, Jr. | By: | /S/ | |||
Sterling E. Phillips, Jr. |
| |||||
Chairman and Chief Executive Officer | Interim Chief Financial Officer | |||||
(Principal Executive Officer) | (Principal Financial Officer and Principal Accounting Officer) |
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