SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☑ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2020
or
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________
Commission file number 001-34426
Astrotech Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware |
|
91-1273737 |
State or Other Jurisdiction of Incorporation or Organization |
|
I.R.S. Employer Identification No. |
|
|
|
201 West 5th Street, Suite 1275, Austin, Texas |
|
78701 |
Address of Principal Executive Offices |
|
Zip Code |
(512) 485-9530
Registrant’s Telephone Number, Including Area Code
Not Applicable
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.001 par value per share |
|
ASTC |
|
NASDAQ Stock Market, LLC |
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 ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
As of May 13, 2020, the number of shares of the registrant’s common stock outstanding was: 7,575,464.
2
ASTROTECH CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
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Page |
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4 |
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4 |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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19 |
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25 |
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25 |
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26 |
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26 |
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26 |
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27 |
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27 |
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27 |
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27 |
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28 |
ITEM 1. Condensed Consolidated Financial Statements
ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
|
|
March 31, 2020 |
|
|
June 30, 2019 |
|
||
|
|
(Unaudited) |
|
|
(Note) |
|
||
Assets |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
4,660 |
|
|
$ |
1,588 |
|
Restricted cash |
|
|
122 |
|
|
|
— |
|
Accounts receivable, net of allowance of $0 |
|
|
85 |
|
|
|
3 |
|
Inventory: |
|
|
|
|
|
|
|
|
Raw materials |
|
|
374 |
|
|
|
150 |
|
Work-in-process |
|
|
155 |
|
|
|
181 |
|
Finished goods |
|
|
64 |
|
|
|
— |
|
Income tax receivable |
|
|
429 |
|
|
|
429 |
|
Prepaid expenses and other current assets |
|
|
239 |
|
|
|
371 |
|
Total current assets |
|
|
6,128 |
|
|
|
2,722 |
|
Property and equipment, net |
|
|
371 |
|
|
|
469 |
|
Operating leases, right-of-use assets, net |
|
|
937 |
|
|
|
— |
|
Long-term tax receivable |
|
|
- |
|
|
|
429 |
|
Other assets |
|
|
72 |
|
|
|
72 |
|
Total assets |
|
$ |
7,508 |
|
|
$ |
3,692 |
|
Liabilities and stockholders’ equity |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
|
188 |
|
|
|
160 |
|
Payroll related accruals |
|
|
412 |
|
|
|
319 |
|
Accrued expenses and other liabilities |
|
|
718 |
|
|
|
357 |
|
Income tax payable |
|
|
2 |
|
|
|
2 |
|
Term note payable - related party |
|
|
2,500 |
|
|
|
— |
|
Lease liabilities, current |
|
|
326 |
|
|
|
— |
|
Total current liabilities |
|
|
4,146 |
|
|
|
838 |
|
Lease liabilities, non-current |
|
|
711 |
|
|
|
— |
|
Other liabilities |
|
|
— |
|
|
|
146 |
|
Total liabilities |
|
|
4,857 |
|
|
|
984 |
|
Commitments and contingencies (Note 12) |
|
|
|
|
|
|
|
|
Stockholders’ equity |
|
|
|
|
|
|
|
|
Convertible preferred stock, $0.001 par value, 2,500,000 shares authorized; 280,898 shares of Series C and 280,898 shares of Series D issued and outstanding at March 31, 2020 and June 30, 2019, respectively |
|
|
— |
|
|
|
— |
|
Common stock, $0.001 par value, 15,000,000 shares authorized; 7,975,388 and 6,184,698 shares issued at March 31, 2020 and June 30, 2019, respectively; 7,575,742 and 5,775,171 shares outstanding at March 31, 2020 and June 30, 2019, respectively |
|
|
190,599 |
|
|
|
190,571 |
|
Treasury stock, 399,916 shares at cost at March 31, 2020 and June 30, 2019, respectively |
|
|
(4,129 |
) |
|
|
(4,129 |
) |
Additional paid-in capital |
|
|
13,868 |
|
|
|
7,964 |
|
Accumulated deficit |
|
|
(197,687 |
) |
|
|
(191,698 |
) |
Total stockholders’ equity |
|
|
2,651 |
|
|
|
2,708 |
|
Total liabilities and stockholders’ equity |
|
$ |
7,508 |
|
|
$ |
3,692 |
|
See accompanying notes to unaudited condensed consolidated financial statements.
4
ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except per share data)
(Unaudited)
|
|
Three Months Ended March 31, |
|
|
Nine Months Ended March 31, |
|
||||||||||
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
Revenue |
|
$ |
118 |
|
|
|
— |
|
|
$ |
324 |
|
|
$ |
40 |
|
Cost of revenue |
|
|
111 |
|
|
|
— |
|
|
|
307 |
|
|
|
11 |
|
Gross profit |
|
|
7 |
|
|
|
— |
|
|
|
17 |
|
|
|
29 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
1,193 |
|
|
|
1,238 |
|
|
|
3,505 |
|
|
|
3,667 |
|
Research and development |
|
|
814 |
|
|
|
1,026 |
|
|
|
2,608 |
|
|
|
3,027 |
|
Total operating expenses |
|
|
2,007 |
|
|
|
2,264 |
|
|
|
6,113 |
|
|
|
6,694 |
|
Loss from operations |
|
|
(2,000 |
) |
|
|
(2,264 |
) |
|
|
(6,096 |
) |
|
|
(6,665 |
) |
Interest and other expense, net |
|
|
(68 |
) |
|
|
12 |
|
|
|
(123 |
) |
|
|
15 |
|
Loss from operations before income taxes |
|
|
(2,068 |
) |
|
|
(2,252 |
) |
|
|
(6,219 |
) |
|
|
(6,650 |
) |
Income tax benefit |
|
|
— |
|
|
|
858 |
|
|
|
— |
|
|
|
858 |
|
Net loss |
|
$ |
(2,068 |
) |
|
$ |
(1,394 |
) |
|
$ |
(6,219 |
) |
|
$ |
(5,792 |
) |
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
6,107 |
|
|
|
5,467 |
|
|
|
5,934 |
|
|
|
4,734 |
|
Basic and diluted net loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(0.34 |
) |
|
$ |
(0.25 |
) |
|
$ |
(1.05 |
) |
|
$ |
(1.22 |
) |
Other comprehensive loss, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(2,068 |
) |
|
$ |
(1,394 |
) |
|
$ |
(6,219 |
) |
|
$ |
(5,792 |
) |
Available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification adjustment for realized loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
31 |
|
Total comprehensive loss |
|
$ |
(2,068 |
) |
|
$ |
(1,394 |
) |
|
$ |
(6,219 |
) |
|
$ |
(5,761 |
) |
See accompanying notes to unaudited condensed consolidated financial statements.
5
ASTROTECH CORPORATION
Condensed Consolidated Statement of Changes in Stockholders’ Equity
(In thousands)
(Unaudited)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
||||||||||||||||||
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Class C |
|
|
Class D |
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|||||||||||||||
|
|
Number of Shares Outstanding |
|
|
Amount |
|
|
Number of Shares Outstanding |
|
|
Amount |
|
|
Number of Shares Outstanding |
|
|
Amount |
|
|
Treasury Stock Amount |
|
|
Additional Paid-In Capital |
|
|
Accumulated Deficit |
|
|
Accumulated Other Comprehensive Loss |
|
|
Total Stockholders’ Equity |
|
|||||||||||
Balance at June 30, 2019 |
|
|
281 |
|
|
$ |
— |
|
|
|
281 |
|
|
$ |
— |
|
|
|
5,775 |
|
|
$ |
190,571 |
|
|
$ |
(4,129 |
) |
|
$ |
7,964 |
|
|
$ |
(191,698 |
) |
|
$ |
— |
|
|
$ |
2,708 |
|
Adjustment to opening retained earnings related to adoption of ASC Topic 842 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
230 |
|
|
|
— |
|
|
|
230 |
|
Issuance of shares, net of offering issuance costs of $7 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
146 |
|
|
|
— |
|
|
|
— |
|
|
|
321 |
|
|
|
— |
|
|
|
— |
|
|
|
321 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
78 |
|
|
|
— |
|
|
|
— |
|
|
|
78 |
|
Restricted stock issuance |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5 |
|
|
|
26 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
26 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,068 |
) |
|
|
— |
|
|
|
(2,068 |
) |
Balance at September 30, 2019 |
|
|
281 |
|
|
$ |
— |
|
|
|
281 |
|
|
$ |
— |
|
|
|
5,926 |
|
|
$ |
190,597 |
|
|
$ |
(4,129 |
) |
|
$ |
8,363 |
|
|
$ |
(193,536 |
) |
|
$ |
— |
|
|
$ |
1,295 |
|
Issuance of stock, net of offering issuance costs of $19 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
433 |
|
|
|
1 |
|
|
|
— |
|
|
|
951 |
|
|
|
— |
|
|
|
— |
|
|
|
952 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
97 |
|
|
|
— |
|
|
|
— |
|
|
|
97 |
|
Cancellation of restricted stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11 |
) |
|
|
— |
|
|
|
— |
|
|
|
(11 |
) |
|
|
— |
|
|
|
— |
|
|
|
(11 |
) |
Forfeiture of stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,083 |
) |
|
|
— |
|
|
|
(2,083 |
) |
Balance at December 31, 2019 |
|
|
281 |
|
|
|
— |
|
|
|
281 |
|
|
|
— |
|
|
|
6,348 |
|
|
$ |
190,598 |
|
|
$ |
(4,129 |
) |
|
$ |
9,397 |
|
|
$ |
(195,619 |
) |
|
$ |
— |
|
|
$ |
247 |
|
Issuance of stock, net of offering issuance costs of $667 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,227 |
|
|
|
1 |
|
|
|
— |
|
|
|
4,376 |
|
|
|
— |
|
|
|
— |
|
|
|
4,377 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
95 |
|
|
|
— |
|
|
|
— |
|
|
|
95 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,068 |
) |
|
|
— |
|
|
|
(2,068 |
) |
Balance at March 31, 2020 |
|
|
281 |
|
|
|
— |
|
|
|
281 |
|
|
|
— |
|
|
|
7,575 |
|
|
$ |
190,599 |
|
|
$ |
(4,129 |
) |
|
$ |
13,868 |
|
|
$ |
(197,687 |
) |
|
$ |
— |
|
|
$ |
2,651 |
|
6
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Class C |
|
|
Class D |
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Number of Shares Outstanding |
|
|
Amount |
|
|
Number of Shares Outstanding |
|
|
Amount |
|
|
Number of Shares Outstanding |
|
|
Amount |
|
|
Treasury Stock Amount |
|
|
Additional Paid-In Capital |
|
|
Accumulated Deficit |
|
|
Accumulated Other Comprehensive Loss |
|
|
Total Stockholders’ Equity |
|
|||||||||||
Balance at June 30, 2018 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
4,097 |
|
|
$ |
190,570 |
|
|
$ |
(4,128 |
) |
|
$ |
1,745 |
|
|
$ |
(184,164 |
) |
|
$ |
(31 |
) |
|
$ |
3,992 |
|
Net change in available-for-sale debt and marketable equity securities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
31 |
|
|
|
31 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
44 |
|
|
|
— |
|
|
|
— |
|
|
|
44 |
|
Cancellation of restricted stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5 |
) |
|
|
(14 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(14 |
) |
Forfeiture of stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
Exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
7 |
|
|
|
— |
|
|
|
— |
|
|
|
7 |
|
Share repurchases |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
Restricted stock issuance |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,238 |
) |
|
|
— |
|
|
|
(2,238 |
) |
Balance at September 30, 2018 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
4,095 |
|
|
$ |
190,565 |
|
|
$ |
(4,129 |
) |
|
$ |
1,793 |
|
|
$ |
(186,402 |
) |
|
$ |
— |
|
|
$ |
1,827 |
|
Issuance of stock, net of offering issuance costs of $73 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,277 |
|
|
|
1 |
|
|
|
— |
|
|
|
2,920 |
|
|
|
— |
|
|
|
— |
|
|
|
2,921 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
45 |
|
|
|
— |
|
|
|
— |
|
|
|
45 |
|
Forfeiture of stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
Restricted stock issuance |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
199 |
|
|
|
18 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,160 |
) |
|
|
— |
|
|
|
(2,160 |
) |
Balance at December 31, 2018 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
5,571 |
|
|
$ |
190,584 |
|
|
$ |
(4,129 |
) |
|
$ |
4,757 |
|
|
$ |
(188,562 |
) |
|
$ |
— |
|
|
$ |
2,650 |
|
Issuance of stock, net of offering issuance costs of $19 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
206 |
|
|
|
— |