##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2011
 o
    
    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
  Washington
    
    91-1273737(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 401 Congress Ave. Suite 1650
Austin, Texas 78701
 (512) 485-9530
 Securities Registered pursuant to Section 12(b) of the Act:
 Title of each classCommon Stock
(no par value)
    
    Name of each exchange
on which registeredNASDAQ Capital Market
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 o þ
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




---



##### 



Table of Contents
 PART I
    
    
    4Item 1. Business
    
    
    4Item 1A. Risk Factors
    
    
    8Item 1B. Unresolved Staff Comments
    
    
    11Item 2. Properties
    
    
    11Item 3. Legal Proceedings
    
    
    12Item 4.
Removed and Reserved
    
    
    12PART II
    
    
    13Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    13Item 6. Selected Financial Data
    
    
    15Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 8. Financial Statements and Supplementary Data
    
    
    24Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    45Item 9A. Controls and Procedures
    
    
    45Item 9B. Other Information
    
    
    46PART III
    
    
    46Item 10. Directors, Executive Officers and Corporate Governance
    
    
    46Item 11. Executive Compensation
    
    
    52Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    64Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    66Item 14. Principal Accounting Fees and Services
    
    
    66PART IV
    
    
    68Item 15. Exhibits, Financial Statement Schedules
    
    
    68SIGNATURES
    
    
    77Exhibit 23.1Exhibit 23.2Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




---



##### Table of Contents



FORWARD-LOOKING STATEMENTS
  
    
    The effect of economic conditions in the United States or other space faring nations that could impact our
ability to access space and support or gain customers;
    
    Our ability to raise sufficient capital to meet our long and short-term liquidity requirements;
    
    Our ability to successfully pursue our business plan and execute our strategy;
    
    Whether we will fully realize the economic benefits under our NASA and other customer contracts;
    
    Technological difficulties and potential legal claims arising from any technological difficulties;
    
    Product demand and market acceptance risks, including our ability to develop and sell products and
services to be used by governmental or commercial customers;
    
    Uncertainty in government funding and support for key space programs;
    
    The impact of competition on our ability to win new contracts;
    
    Uncertainty in securing reliable and consistent access to space, including the International Space Station;
    
    Delays in the timing of performance of our contracts;
    
    Our ability to meet technological development milestones and overcome development challenges; and
    
    Risks described in the Risk Factors section of this Form 10-K.
   3




---



##### Table of Contents



PART I
 
 Item 1.
    
    Business.
 Our Company
 st st
   
    
    Facilities and ancillary support services necessary for the preparation of satellites and payloads for launch.
    
    Design and fabrication of equipment and hardware for space launch activities.
    
    Propellant services support for spacecraft.
    
    Commercialization of space-based technologies into real-world applications.
 st
 Our Business Units
 Astrotech Space Operations
   
    
    Our ability to control our capital expenditures, which are primarily limited to modifications to accommodate
payload processing for new launch vehicles, upgrading communications infrastructure and other building
improvements.
    
    The continuing limited availability of competing facilities at the major domestic launch sites that can
offer comparable services, leading to an increase in use of our services.
  4




---



##### Table of Contents




    
    Our ability to complete customer specified facility modifications within budgeted costs and time commitments.
    
    Our ability to control and reduce costs in order to maximize profitability of our fixed-priced contracts.
 Spacetech
 st st st
 Business Strategy
 Astrotech Space Operations
  Spacetech
 st st
  Products and Services
 Astrotech Space Operations
  Spacetech
 st st st
   5




---



##### Table of Contents



Customers, Sales and Marketing
 Astrotech Space Operations
  Spacetech
 st st st
 Competition
 Astrotech Space Operations
  Commercial
  Governmental
  Spacetech
 st st
  Research and Development
 st
  6




---



##### Table of Contents



Backlog
  (In thousands)Contract Backlog
    
    18-Month RollingASO Missions
    
    $
    18,452ASO Facility Programs
    
    
    16,326Spacetech Grants
    
    
    448Total Backlog
    
    $
    35,226
  Certain Regulatory Matters
   Federal Regulation of International Business
 Foreign Corrupt Practices Act
 Iran Nonproliferation Act of 2000
 Federal Acquisition Regulations
 Truth in Negotiations Act
 Defense Security Service
  7




---



##### Table of Contents



Regulatory Compliance and Risk Management
  Safety
 Export Control Compliance
 Insurance
 Employees Update
    
 Item 1A.
    
    Risk Factors.
  Our success depends significantly on the establishment and maintenance of successful relationships
with our customers.
  Termination of our future orders could negatively impact our revenues.
  A branch of the U.S. Government or a commercial competitor could construct spacecraft ground
processing facilities, which could significantly reduce the number of missions using Astrotech
facilities.
   8




---



##### Table of Contents



Compliance with environmental and other government regulations could be costly and could negatively
affect our financial condition.
  As a U.S. Government contractor, we are subject to a number of rules and regulations, the violation
of which could result in us being barred from future U.S. Government contracts.
  
    
    Require certification and disclosure of all cost or pricing data in connection with certain contract negotiations.
    
    Impose acquisition regulations that define allowable and unallowable costs and otherwise govern our right to
reimbursement under certain cost-based U.S. Government contracts.
    
    Restrict the use and dissemination of information classified for national security purposes and the exportation
of certain products and technical data.
  Our failure to comply with U.S. export control laws and regulations could adversely affect our
business.
  Our business could be adversely affected by a negative audit by the U.S. Government.
  Our Spacetech business unit is in an early development stage. It has earned limited revenues and it
is uncertain whether it will earn any revenues in the future or whether it will ultimately be
profitable.
   9




---



##### Table of Contents



Our facilities located in Florida and California are susceptible to damage caused by hurricanes,
earthquakes, or other natural disasters.
 Due to our dependence on the timing of spacecraft launches, our results may fluctuate significantly
from quarter to quarter.
 The loss of key management and other employees could have a material adverse effect on our
business.
  If we are unable to anticipate technological advances and customer requirements in the commercial
and governmental markets, our business and financial condition may be adversely affected.
   10




---



##### Table of Contents



Our inability to generate sufficient cash flow to pay off or refinance our indebtedness with
near-term maturities could have a material adverse effect on our financial condition.
  Our earnings and margins may vary due to the nature of our fixed-priced contracts.
  We plan to develop new products and services. No assurances can be given that we will be able to
successfully develop these products and services.
  Our financial results could be adversely affected if the estimates that we use in accounting for
contracts are incorrect and need to be changed.
   Our spacecraft payload processing facilities are specifically designed to process satellites and
other payloads and we would lose a substantial portion of their value if we no longer provide these
services.
  Our inability to maintain required government security clearances and the impact of foreign
ownership or control could result in a loss of potential future spacecraft ground processing and
other opportunities.
  We incur substantial upfront, non-reimbursable costs in preparing proposals to bid on contracts
that we may not be awarded.
  If our common stock ceases to be listed for trading on the NASDAQ Capital Market it may harm our stock price and make it more difficult to sell shares.
  
 Item 1B.
    
    Unresolved Staff Comments.
  
 Item 2.
    
    Properties.
   11




---



##### Table of Contents



Item 3.
    
    Legal Proceedings.
  
 Item 4.
    
    Removed and Reserved.
  12




---



##### Table of Contents



PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 Market Information
  Fiscal 2011
    
    High
    
    
    LowFirst Quarter
    
    $
    1.93
    
    
    $
    1.15Second Quarter
    
    $
    1.78
    
    
    $
    1.00Third Quarter
    
    $
    1.56
    
    
    $
    1.05Fourth Quarter
    
    $
    1.23
    
    
    $
    0.74
 Fiscal 2010
    
    High
    
    
    LowFirst Quarter
    
    $
    3.84
    
    
    $
    0.98Second Quarter
    
    $
    3.66
    
    
    $
    1.36Third Quarter
    
    $
    4.06
    
    
    $
    1.88Fourth Quarter
    
    $
    3.58
    
    
    $
    1.24
   Securities
Available for Issuance
   Number of securities to
    
    
    Weighted average exercisebe issued upon exercise
    
    
    price of outstanding
    
    
    Number of securitiesof outstanding options,
    
    
    options, warrants, and
    
    
    remaining availableAstrotech Equity Available for Issuance
    

warrants, and rights
    
    
    rights
    
    
    for future issuancePlan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    377,350
    
    
    $
    1.28
    
    
    
    2,241,425Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    377,350
    
    
    $
    1.28
    
    
    
    2,241,425
 
 Number of securities to
    
    
    Weighted average exercisebe issued upon exercise
    
    
    price of outstanding
    
    
    Number of securitiesof outstanding options,
    
    
    options, warrants, and
    
    
    remaining available1st Detect Equity Available for Issuance
    
    warrants, and rights
    
    
    Rights
    
    
    for future issuancePlan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    2,500
    
    
    $
    
    
    
    
    2,500Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,500
    
    
    $
    
    
    
    
    2,500
  13




---



##### Table of Contents



Stock Performance Graph
 The following performance graph and table do not constitute soliciting material and the performance
graph and table should not be deemed filed or incorporated by reference into any other previous or
future filings by us under the Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended, except to the extent that we specifically incorporate the performance graph
and table by reference therein.
  
 6/06
    
    
    6/07
    
    
    6/08
    
    
    6/09
    
    
    6/10
    
    
    6/11Astrotech Corporation
    
    
    100.00
    
    
    
    55.08
    
    
    
    4.84
    
    
    
    9.75
    
    
    
    10.51
    
    
    
    8.74NASDAQ Composite
    
    
    100.00
    
    
    
    122.33
    
    
    
    108.31
    
    
    
    86.75
    
    
    
    100.42
    
    
    
    132.75S&P Aerospace & Defense
    
    
    100.00
    
    
    
    124.18
    
    
    
    109.66
    
    
    
    83.46
    
    
    
    102.73
    
    
    
    136.26
  14




---



##### Table of Contents



Issuer Purchases of Equity Securities
  
 Item 6.
    
    Selected Financial Data.
  Years Ended June 30,2011
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007(In thousands, except per share data)Operating Results:Revenue
    
    $
    20,149
    
    
    $
    27,979
    
    
    $
    31,985
    
    
    $
    25,544
    
    
    $
    52,762Costs of revenue
    
    
    13,668
    
    
    
    12,858
    
    
    
    15,723
    
    
    
    19,540
    
    
    
    51,029Gross profit
    
    
    6,481
    
    
    
    15,121
    
    
    
    16,262
    
    
    
    6,004
    
    
    
    1,733Selling, general and
administrative expenses
    
    
    8,402
    
    
    
    12,170
    
    
    
    9,760
    
    
    
    9,361
    
    
    
    13,762Research and development expenses
    
    
    3,834
    
    
    
    2,798
    
    
    
    2,330
    
    
    
    1,375
    
    
    
    801Income (loss) from operations
    
    
    (5,755
    )
    
    
    153
    
    
    
    4,172
    
    
    
    (4,732
    )
    
    
    (12,830
    )Gain on bond exchange
    
    
    
    
    
    
    
    
    
    
    665
    
    
    
    
    
    
    
    Debt conversion expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,194
    )
    
    
    Interest and other expense, net
    
    
    (279
    )
    
    
    (459
    )
    
    
    (622
    )
    
    
    (427
    )
    
    
    (3,531
    )Income tax benefit (expense)
    
    
    53
    
    
    
    (22
    )
    
    
    510
    
    
    
    (675
    )
    
    
    69Net income (loss)
    
    
    (5,981
    )
    
    
    (328
    )
    
    
    4,725
    
    
    
    (36,028
    )
    
    
    (16,292
    )Less: net loss attributable to
noncontrolling interest
    
    
    (998
    )
    
    
    (588
    )
    
    
    
    
    
    
    
    
    
    
    Net income (loss) attributable to
Astrotech Corporation
    
    
    (4,983
    )
    
    
    260
    
    
    
    4,725
    
    
    
    (36,028
    )
    
    
    (16,292
    )Net income (loss) per common share
 basic
    
    $
    (0.28
    )
    
    $
    0.02
    
    
    $
    0.29
    
    
    $
    (4.26
    )
    
    $
    (12.61
    )Shares used in computing net income
(loss) per common share  basic
    
    
    17,822
    
    
    
    16,567
    
    
    
    16,365
    
    
    
    9,254
    
    
    
    1,292Net income (loss) per common share
 diluted
    
    $
    (0.28
    )
    
    $
    0.01
    
    
    $
    0.28
    
    
    $
    (4.26
    )
    
    $
    (12.61
    )Shares used in computing net income
(loss) per common share  diluted
    
    
    17,822
    
    
    
    18,283
    
    
    
    16,904
    
    
    
    9,254
    
    
    
    1,292Balance Sheet Data (End of Period):Cash and Cash Equivalents
    
    $
    14,994
    
    
    $
    8,085
    
    
    $
    4,730
    
    
    $
    2,640
    
    
    $
    9,724Total assets
    
    
    57,620
    
    
    
    54,903
    
    
    
    58,919
    
    
    
    58,211
    
    
    
    72,475Current debt
    
    
    348
    
    
    
    8,467
    
    
    
    267
    
    
    
    267
    
    
    
    Long-term debt, excluding current
portion
    
    
    6,422
    
    
    
    
    
    
    
    8,435
    
    
    
    10,387
    
    
    
    52,944Stockholders equity
    
    
    37,558
    
    
    
    42,212
    
    
    
    40,548
    
    
    
    34,936
    
    
    
    (13,131
    )Working capital (deficit) surplus
    
    $
    5,020
    
    
    $
    2,623
    
    
    $
    8,418
    
    
    $
    522
    
    
    $
    (6,105
    )Other Data:Net cash provided by operating
activities
    
    $
    9,234
    
    
    $
    4,437
    
    
    $
    4,972
    
    
    $
    (8,598
    )
    
    $
    6,028Net cash used in investing activities
    
    
    (776
    )
    
    
    (1,829
    )
    
    
    (1,427
    )
    
    
    (158
    )
    
    
    (1,077
    )Net cash
provided by (used in) financing activities
    
    
    (1,549
    )
    
    
    747
    
    
    
    (1,455
    )
    
    
    1,672
    
    
    
    (1,544
    )
  15




---



##### Table of Contents



Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Overview
   
    
    Facilities and support services necessary for the preparation of satellites and payloads for launch.
    
    Design and fabrication of equipment and hardware for space launch activities.
    
    Propellant services support for spacecraft.
    
    Commercialization of space-based technologies into real-world applications.
 Our Business Units
 Astrotech Space Operations
  
    
    Our ability to control our capital expenditures, which primarily are limited to modifications to accommodate
payload processing for new launch vehicles, upgrading communications infrastructure and other building
improvements.
    
    The continuing limited availability of competing facilities at the major domestic launch sites that can
offer comparable services, leading to an increase in government use of our services.
  16




---



##### Table of Contents




    
    Our ability to complete customer specified facility modifications within budgeted costs and time commitments.
    
    Our ability to control and reduce costs in order to maximize profitability of our fixed-priced contracts.
 Spacetech
 st st st st
 Critical Accounting Policies
 Revenue Recognition
   A Summary of Revenue Recognition Methods
 Services/Products Provided
    
    Contract Type
    
    Method of Revenue RecognitionPayload Processing Facilities
    
    Firm Fixed Price 
Mission Specific
    
    Ratably, over the occupancy period of a
satellite within the facility from arrival
through launchFirm Fixed Price 
Guaranteed Number
of Missions
    
    For multi-year contract, payments recognized
ratably over the contract periodCommercial Space Habitat
Modules, Integration &
Operations Support Services
and Construction contracts
    
    Firm Fixed Price
    
    Percentage-of-completion based on costs incurredConfiguration Management, 
Engineering Services
    
    Cost Reimbursable
Award/Fixed Fee
    
    Reimbursable costs incurred plus award/fixed feeCommercial Products
    
    Specific Purchase
Order Based
    
    At shipmentGrant
    
    Cost Reimbursable
Award
    
    As costs are incurred for related research and
development expenses
  17




---



##### Table of Contents



Long-Lived Asset
  Use of Estimates
  Deferred Revenue
  Share Based Compensation
  Noncontrolling Interest
  State of Texas Funding
 st st
 Income Taxes
    18




---



##### Table of Contents



CONSOLIDATED RESULTS OF OPERATIONS
 Results of Operations for the Years Ended June 30, 2011 and 2010
  Year Ended June 30,(In thousands)
    
    2011
    
    
    2010
    
    
    VarianceRevenue
    
    $
    20,149
    
    
    $
    27,979
    
    
    $
    (7,830
    )Cost of Revenue
    
    
    13,668
    
    
    
    12,858
    
    
    
    810Gross profit
    
    
    6,481
    
    
    
    15,121
    
    
    
    (8,640
    )Operating expensesSelling, general and administrative
    
    
    8,402
    
    
    
    12,170
    
    
    
    (3,768
    )Research and development
    
    
    3,834
    
    
    
    2,798
    
    
    
    1,036Total operating expenses
    
    
    12,236
    
    
    
    14,968
    
    
    
    2,732Income (loss) from operations
    
    
    (5,755
    )
    
    
    153
    
    
    
    (5,908
    )Interest and other expense, net
    
    
    (279
    )
    
    
    (459
    )
    
    
    180Loss before income taxes
    
    
    (6,034
    )
    
    
    (306
    )
    
    
    (5,728
    )Income tax (expense) benefit
    
    
    53
    
    
    
    (22
    )
    
    
    75Net loss
    
    
    (5,981
    )
    
    
    (328
    )
    
    
    (5,653
    )Less: net loss attributable to noncontrolling interest
    
    
    (998
    )
    
    
    (588
    )
    
    
    (410
    )Net income (loss) attributable to Astrotech Corporation
    
    $
    (4,983
    )
    
    $
    260
    
    
    $
    (5,243
    )
  Year Ended June 30,2011
    
    
    2010Revenue
    
    
    100
    %
    
    
    100
    %Cost of revenue
    
    
    68
    %
    
    
    46
    %Gross profit
    
    
    32
    %
    
    
    54
    %Operating expensesSelling, general and administrative
    
    
    42
    %
    
    
    44
    %Research and development
    
    
    19
    %
    
    
    10
    %Total operating expenses
    
    
    61
    %
    
    
    54
    %Income (loss) from operations
    
    
    (29
    )%
    
    
    1
    %Interest and other expense, net
    
    
    (1
    )%
    
    
    (2
    )%Income (loss) before income taxes
    
    
    (30
    )%
    
    
    (1
    )%Income tax (expense) benefit
    
    
    *
    
    
    
    *
    %Net income (loss)
    
    
    (30
    )%
    
    
    (1
    )%Less: net loss attributable to noncontrolling interest
    
    
    (5
    )%
    
    
    (2
    )%Net income (loss) attributable to Astrotech Corporation
    
    
    (25
    )%
    
    
    1
    %
 *
    
    Represents less than 1% of period revenue
  19




---



##### Table of Contents



Revenue.
  Year Ended June 30,(In thousands)
    
    2011
    
    
    2010ASO
    
    $
    19,817
    
    
    $
    27,979Spacetech
    
    
    332
    
    
    
    Total
    
    $
    20,149
    
    
    $
    27,979
 Gross Profit.
 Selling, General and Administrative Expense.
 Research and Development Expense. st
 Interest and Other expense, net.
 SEGMENT RESULTS OF OPERATIONS
 ASO
  Year Ended June 30,(In thousands)
    
    2011
    
    
    2010
    
    
    VarianceRevenue
    
    $
    19,817
    
    
    $
    27,979
    
    
    $
    (8,162
    )Cost of revenue
    
    
    13,668
    
    
    
    12,854
    
    
    
    814Gross profit
    
    
    6,149
    
    
    
    15,125
    
    
    
    (8,976
    )Gross margin percentage
    
    
    31
    %
    
    
    54
    %
    
    
    (23
    )%Operating expensesSelling, general and administrative
    
    
    5,486
    
    
    
    8,563
    
    
    
    (3,077
    )Total operating expenses
    
    
    5,486
    
    
    
    8,563
    
    
    
    (3,077
    )Interest and other expense, net
    
    
    (225
    )
    
    
    (230
    )
    
    
    5Net income
    
    
    438
    
    
    
    6,332
    
    
    
    (5,894
    )Less: net loss attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    Net income attributable to ASO
    
    $
    438
    
    
    $
    6,332
    
    
    $
    (5,894
    )
  20




---



##### Table of Contents



Revenue.
 Gross Profit.
 Selling, General and Administrative Expense.
 Spacetech
  Year Ended June 30,(In thousands)
    
    2011
    
    
    2010
    
    
    VarianceRevenue
    
    $
    332
    
    
    $
    
    
    
    $
    332Gross profit (loss)
    
    
    332
    
    
    
    (4
    )
    
    
    336Gross margin percentage
    
    
    100
    %
    
    
    
    %
    
    
    100
    %Operating expensesSelling, general and administrative
    
    
    2,916
    
    
    
    3,607
    
    
    
    (691
    )Research and development
    
    
    3,834
    
    
    
    2,798
    
    
    
    1,036Total operating expenses
    
    
    6,750
    
    
    
    6,405
    
    
    
    345Interest and other expense, net
    
    
    (54
    )
    
    
    (229
    )
    
    
    175Income tax expense
    
    
    53
    
    
    
    (22
    )
    
    
    75Net loss
    
    
    (6,419
    )
    
    
    (6,660
    )
    
    
    241Less: net loss attributable to noncontrolling interest
    
    
    (998
    )
    
    
    (588
    )
    
    
    (410
    )Net loss attributable to Spacetech
    
    $
    (5,421
    )
    
    $
    (6,072
    )
    
    $
    651
 Revenue. st
 Gross
Profit (Loss). st
 Selling, General and Administrative Expense.
 Research and Development Expense. st
 Interest
and Other Expense, Net.
  21




---



##### Table of Contents



FINANCIAL CONDITION, CAPITAL RESOURCES, AND LIQUIDITY
 Balance Sheet
  Year Ended June 30,2011
    
    
    2010
    
    
    VarianceAssets:Current assets
    
    $
    18,386
    
    
    $
    14,964
    
    
    $
    3,422Property and equipment, net
    
    
    38,418
    
    
    
    39,920
    
    
    
    (1,502
    )Other assets, net
    
    
    816
    
    
    
    19
    
    
    
    797Total
    
    $
    57,620
    
    
    $
    54,903
    
    
    $
    2,717Liabilities and stockholders equity:Current debt
    
    $
    348
    
    
    $
    8,467
    
    
    $
    (8,119
    )Other current liabilities
    
    
    13,018
    
    
    
    3,874
    
    
    
    9,144Long-term debt
    
    
    6,422
    
    
    
    
    
    
    
    6,422Other long-term liabilities
    
    
    274
    
    
    
    350
    
    
    
    (76
    )Stockholders equity
    
    
    37,558
    
    
    
    42,212
    
    
    
    (4,654
    )Total
    
    $
    57,620
    
    
    $
    54,903
    
    
    $
    2,717
 Current assets.
 Property and equipment, net.
 Other assets, net.
 Current and long-term debt.
 Other current liabilities.
 Other
long-term liabilities.
 Liquidity and Capital Resources
  June 30,2011
    
    
    2010Net cash provided by operating activities
    
    $
    9,234
    
    
    $
    4,437Net cash used in investing activities
    
    
    (776
    )
    
    
    (1,829
    )Net cash provided by (used in) financing activities
    
    
    (1,549
    )
    
    
    747Net increase in cash and cash equivalents
    
    $
    6,909
    
    
    $
    3,355
 Cash and Cash Equivalents
   22




---



##### Table of Contents



Operating Activities
  Investing Activities
  Financing Activities
  Debt
 Credit Facilities
    Senior Convertible Notes
  Contractual Obligations
  Payments due by periodLess than
    
    
    
    
    
    
    
    
    
    
    More than 5Contractual Obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    yearsTerm Loan
    
    $
    6,770
    
    
    $
    348
    
    
    $
    6,422
    
    
    $
    
    
    
    $
    Operating Lease Obligations
    
    
    1,152
    
    
    
    847
    
    
    
    305
    
    
    
    
    
    
    
    Total
    
    $
    7,922
    
    
    $
    1,195
    
    
    $
    6,727
    
    
    $
    
    
    
    $
    
    23




---



##### Table of Contents



State of Texas Funding
 st st
 Off-Balance Sheet Arrangements
  
 Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk.
  
 Item 8.
    
    Financial Statements and Supplementary Data.
  24




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
      
  25




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    
  26




---



##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
 June 30,2011
    
    
    2010AssetsCurrent assetsCash and cash equivalents
    
    $
    14,994
    
    
    $
    8,085Accounts receivable, net
    
    
    2,429
    
    
    
    5,676Prepaid expenses and other current assets
    
    
    963
    
    
    
    528Short term note receivable
    
    
    
    
    
    
    675Total current assets
    
    
    18,386
    
    
    
    14,964Property and equipment, net
    
    
    38,418
    
    
    
    39,920Long term note receivable
    
    
    675
    
    
    
    Other assets, net
    
    
    141
    
    
    
    19Total assets
    
    $
    57,620
    
    
    $
    54,903Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    757
    
    
    $
    859Accrued liabilities and other
    
    
    1,342
    
    
    
    2,083Deferred revenue
    
    
    10,919
    
    
    
    854Term note payable
    
    
    348
    
    
    
    3,356Senior convertible subordinated notes payable  5.5%
    
    
    
    
    
    
    5,111Other
    
    
    
    
    
    
    78Total current liabilities
    
    
    13,366
    
    
    
    12,341Deferred revenue
    
    
    274
    
    
    
    350Term note payable, net of current portion
    
    
    6,422
    
    
    
    Total liabilities
    
    
    20,062
    
    
    
    12,691Commitments and contingencies (Note 13)
    
    
    
    
    
    
    Stockholders equityPreferred stock, no par value, convertible, 2,500,000
authorized shares, 0 issued and outstanding shares,
at June 30, 2011 and 2010
    
    
    
    
    
    
    Common stock, no par value, 75,000,000 shares authorized
at June 30, 2011 and 2010, 18,339,609 and 17,062,793
shares issued at June 30, 2011 and 2010, respectively
    
    
    183,712
    
    
    
    183,515Treasury stock, 311,660 shares at cost
    
    
    (237
    )
    
    
    (237
    )Additional paid-in capital
    
    
    1,104
    
    
    
    639Retained deficit
    
    
    (148,942
    )
    
    
    (143,959
    )Noncontrolling interest
    
    
    1,921
    
    
    
    2,254Total stockholders equity
    
    
    37,558
    
    
    
    42,212Total liabilities and stockholders equity
    
    $
    57,620
    
    
    $
    54,903
   27




---



##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
 Year Ended June 30,2011
    
    
    2010Revenue
    
    $
    20,149
    
    
    $
    27,979Cost of revenue
    
    
    13,668
    
    
    
    12,858Gross profit
    
    
    6,481
    
    
    
    15,121Operating expensesSelling, general and administrative
    
    
    8,402
    
    
    
    12,170Research and development
    
    
    3,834
    
    
    
    2,798Total operating expenses
    
    
    12,236
    
    
    
    14,968Income (loss) from operations
    
    
    (5,755
    )
    
    
    153Interest and other expense, net
    
    
    (279
    )
    
    
    (459
    )Loss before income taxes
    
    
    (6,034
    )
    
    
    (306
    )Income tax benefit (expense)
    
    
    53
    
    
    
    (22
    )Net loss
    
    
    (5,981
    )
    
    
    (328
    )Less: Net loss attributable to noncontrolling interest
    
    
    (998
    )
    
    
    (588
    )Net income (loss) attributable to Astrotech Corporation
    
    $
    (4,983
    )
    
    $
    260Net income (loss) per share, basic
    
    $
    (0.28
    )
    
    $
    0.02Weighted average common shares outstanding, basic
    
    
    17,822
    
    
    
    16,567Net income (loss) per share, diluted
    
    $
    (0.28
    )
    
    $
    0.01Weighted average common shares outstanding, diluted
    
    
    17,822
    
    
    
    18,283
   28




---



##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
 Common Stock
    
    
    Treasury
    
    
    Additional
    
    
    
    
    
    
    Non-
    
    
    TotalNumber of
    
    
    
    
    
    
    Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    Controlling
    
    
    StockholdersShares
    
    
    Amount
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Interest
    
    
    EquityBalance at June 30, 2009
    
    
    16,443
    
    
    $
    183,341
    
    
    $
    (237
    )
    
    $
    1,663
    
    
    $
    (144,219
    )
    
    $
    
    
    
    $
    40,548Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    862
    
    
    
    
    
    
    
    116
    
    
    
    978Exercise of stock options
    
    
    283
    
    
    
    174
    
    
    
    
    
    
    
    (60
    )
    
    
    
    
    
    
    
    
    
    
    114Restricted stock issuance
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of restricted
stock and warrants
in subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,826
    )
    
    
    
    
    
    
    1,826
    
    
    
    State of Texas Funding
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    900
    
    
    
    900Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    260
    
    
    
    (588
    )
    
    
    (328
    )Balance at June 30, 2010
    
    
    16,751
    
    
    $
    183,515
    
    
    $
    (237
    )
    
    $
    639
    
    
    $
    (143,959
    )
    
    $
    2,254
    
    
    $
    42,212Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,115
    
    
    
    
    
    
    
    64
    
    
    
    1,179Exercise of stock options
    
    
    344
    
    
    
    197
    
    
    
    
    
    
    
    (49
    )
    
    
    
    
    
    
    
    
    
    
    148Restricted stock issuance
    
    
    933
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital contribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (601
    )
    
    
    
    
    
    
    601
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,983
    )
    
    
    (998
    )
    
    
    (5,981
    )Balance at June 30, 2011
    
    
    18,028
    
    
    $
    183,712
    
    
    $
    (237
    )
    
    $
    1,104
    
    
    $
    (148,942
    )
    
    $
    1,921
    
    
    $
    37,558
   29




---



##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
 Year Ended June 30,2011
    
    
    2010Cash flows from operating activitiesNet loss
    
    $
    (5,981
    )
    
    $
    (328
    )Adjustments to reconcile net loss to net cash provided by operating activities:Stock-based compensation
    
    
    1,195
    
    
    
    978Depreciation and amortization
    
    
    2,315
    
    
    
    2,135Changes in assets and liabilities:Accounts receivable
    
    
    3,247
    
    
    
    6,603Deferred revenue
    
    
    9,989
    
    
    
    (3,039
    )Accounts payable
    
    
    (102
    )
    
    
    (2,106
    )Other assets and liabilities
    
    
    (1,429
    )
    
    
    194Net cash provided by operating activities
    
    
    9,234
    
    
    
    4,437Cash flows from investing activitiesPurchases of property, equipment and leasehold improvements
    
    
    (776
    )
    
    
    (1,829
    )Net cash used in investing activities
    
    
    (776
    )
    
    
    (1,829
    )Cash flows from financing activitiesTerm loan payment
    
    
    (173
    )
    
    
    Term loan repayment
    
    
    (3,356
    )
    
    
    (267
    )Senior convertible note repayments
    
    
    (5,111
    )
    
    
    State of Texas Funding
    
    
    
    
    
    
    900Proceeds from issuance of common stock
    
    
    148
    
    
    
    114Proceeds from term loan
    
    
    6,943
    
    
    
    Net cash provided by (used in) financing activities
    
    
    (1,549
    )
    
    
    747Net change in cash and cash equivalents
    
    
    6,909
    
    
    
    3,355Cash and cash equivalents at beginning of period
    
    
    8,085
    
    
    
    4,730Cash and cash equivalents at end of period
    
    $
    14,994
    
    
    $
    8,085Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    381
    
    
    $
    469
   30




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1) Description of the Company and Operating Environment
  st
 Our Business Units
 Astrotech Space Operations (ASO)
  Spacetech
 st st st
 st
 Liquidity
   Balance
    
    
    Fiscal Year
    
    
    Fiscal Year
    
    
    Fiscal Year
    
    
    Fiscal Year6/30/2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    2015Term Note
    
    $
    6,770
    
    
    $
    348
    
    
    $
    372
    
    
    $
    387
    
    
    $
    5,663
 st
 (2) Summary of Significant Accounting Policies
 Principles of Consolidation and Basis of Presentation
   31




---



##### Table of Contents



Use of Estimates
  Credit Risk
  Revenue Recognition
   A Summary of Revenue Recognition Methods
 Services/Products Provided
    
    Contract Type
    
    Method of Revenue RecognitionPayload Processing Facilities
    
    Firm Fixed Price 
Mission Specific
    
    Ratably, over the occupancy period of a
spacecraft within the facility from arrival
through launchFirm Fixed Price 
Guaranteed Number
of Missions
    
    For multi-year contract, payments recognized
ratably over the contract periodIntegration & Operations
Support Services and
Construction Contracts
    
    Firm Fixed Price
    
    Percentage-of-completion based on costs incurredConfiguration Management, 
Engineering Services
    
    Cost Reimbursable
Award/Fixed Fee
    
    Reimbursable costs incurred plus award/fixed feeCommercial Products
    
    Specific Purchase
Order Based
    
    At shipmentGrant
    
    Cost Reimbursable
Award
    
    As costs are incurred for related research and
development expenses
  Deferred Revenue
  Research and Development
   32




---



##### Table of Contents



Net Income (loss) Per Share
  Cash and Cash Equivalents
  Accounts Receivable
  Property and Equipment
   Deferred Financing Costs
  Impairment of Long-Lived Assets
  Notes
Receivable
  Fair Value of Financial Instruments
  Share Based Compensation
  Noncontrolling Interest
   33




---



##### Table of Contents



State of Texas Funding
 st st
 st
 st
 Income Taxes
  (3) Noncontrolling Interest
 st
 Beginning balance at July 1, 2010
    
    $
    2,254Net loss attributable to noncontrolling interest
    
    
    (998
    )Capital Contribution
    
    
    601Stocked based compensation
    
    
    64Ending balance at June 30, 2011
    
    $
    1,921
 st
 (4) Accounts Receivable
  2011
    
    
    2010U.S. Government contracts:Billed
    
    $
    436
    
    
    $
    2,123Unbilled
    
    
    932
    
    
    
    836Total U.S. Government contracts
    
    $
    1,368
    
    
    $
    2,959Commercial contracts:Billed
    
    $
    847
    
    
    $
    1,926Unbilled
    
    
    214
    
    
    
    791Total commercial contracts
    
    $
    1,061
    
    
    $
    2,717Total accounts receivable
    
    $
    2,429
    
    
    $
    5,676
  34




---



##### Table of Contents



(5) Property & Equipment
  June 30,2011
    
    
    2010Flight Assets
    
    $
    44,757
    
    
    $
    49,210Payload Processing Facilities
    
    
    44,717
    
    
    
    44,457Furniture, Fixtures, Equipment & Leasehold Improvements
    
    
    17,862
    
    
    
    19,611Capital Improvements in Progress
    
    
    199
    
    
    
    108Gross Property and Equipment
    
    
    107,535
    
    
    
    113,386Accumulated Depreciation
    
    
    (69,117
    )
    
    
    (73,466
    )Property and Equipment, net
    
    $
    38,418
    
    
    $
    39,920
  (6) Debt
 Credit Facilities
    Senior Convertible Notes
  (7) Fair Value of Financial Instruments
   35




---



##### Table of Contents



June 30, 2011
    
    
    June 30, 2010Carrying
    
    
    Fair
    
    
    Carrying
    
    
    Fair
    
    
    ValuationAmount
    
    
    Value
    
    
    Amount
    
    
    Value
    
    
    InputsDebt
    
    $
    6,770
    
    
    $
    6,770
    
    
    $
    3,356
    
    
    $
    3,356
    
    
    Level 2Senior convertible notes payable  5.5%
    
    
    
    
    
    
    
    
    
    
    5,111
    
    
    
    4,808
    
    
    Level 1Total
    
    $
    6,770
    
    
    $
    6,770
    
    
    $
    8,467
    
    
    $
    8,164
  (8) Business and Credit Risk Concentration
   (9) Common Stock Incentive, Stock Purchase Plans and Other Compensation Plans
  The 1994 Plan (1994 Plan)
  The Directors Stock Option Plan (Directors Plan)
  Space Media, Inc. Stock Option Plan
   36




---



##### Table of Contents



2008 Stock Incentive Plan (2008 Plan)
  2011 Stock Incentive Plan (2011 Plan)
  2011 1 st Detect Stock Incentive Plan
  1 st Detect
 st st st
 Astrogenetix
  Stock Option Activity Summary
  Shares
    
    
    Weighted Average(in thousands)
    
    
    Exercise PriceOutstanding at June 30, 2010
    
    
    745
    
    
    $
    1.45Granted
    
    
    
    
    
    
    Exercised
    
    
    (344
    )
    
    
    0.43Cancelled or expired
    
    
    (24
    )
    
    
    18.43Outstanding at June 30, 2011
    
    
    377
    
    
    $
    1.28
  37




---



##### Table of Contents



Optionsoutstanding
    
    
    
    
    
    
    
    
    
    
    OptionsWeighted-
    
    
    
    
    
    
    
    
    
    
    exercisableAverage
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Remaining
    
    
    Average
    
    
    
    
    
    
    AverageNumber
    
    
    Contractual
    
    
    Exercise
    
    
    Number
    
    
    ExerciseRange of exercise prices
    
    Outstanding
    
    
    Life (years)
    
    
    Price
    
    
    Exercisable
    
    
    Price$0.30  0.45
    
    
    353,750
    
    
    
    7.29
    
    
    $
    0.37
    
    
    
    236,250
    
    
    $
    0.37$4.40  11.50
    
    
    11,900
    
    
    
    2.72
    
    
    
    8.46
    
    
    
    11,900
    
    
    
    8.46$14.30  26.00
    
    
    11,700
    
    
    
    1.20
    
    
    
    21.70
    
    
    
    11,700
    
    
    
    21.70$0.30  26.00
    
    
    377,350
    
    
    
    6.96
    
    
    $
    1.28
    
    
    
    259,850
    
    
    $
    1.70
  Restricted Stock
   WeightedAverageShares
    
    
    Grant-Date(in thousands)
    
    
    Fair ValueNon-vested at June 30, 2010
    
    
    2,336
    
    
    $
    1.17Issued
    
    
    61
    
    
    
    1.24Vested
    
    
    (933
    )
    
    
    1.20Cancelled or expired
    
    
    (99
    )
    
    
    1.79Non-vested at June 30, 2011
    
    
    1,365
    
    
    $
    1.14
 Restricted
Stock
1 st Detect
  st
 WeightedAverageGrant-DateShares
    
    
    Fair ValueNon-vested at June 30, 2010
    
    
    1,180
    
    
    $
    212.00Granted
    
    
    
    
    
    
    Vested
    
    
    (590
    )
    
    
    212.00Cancelled or expired
    
    
    
    
    
    
    Non-vested at June 30, 2011
    
    
    590
    
    
    $
    212.00
  38




---



##### Table of Contents



Restricted Stock Astrogenetix
   WeightedAverageGrant-DateShares
    
    
    Fair ValueNon-vested at June 30, 2010
    
    
    1,550
    
    
    $
    167.00Granted
    
    
    
    
    
    
    Vested
    
    
    (625
    )
    
    
    167.00Cancelled or expired
    
    
    (300
    )
    
    
    167.00Non-vested at June 30, 2011
    
    
    625
    
    
    $
    167.00
 Other Stock Based Incentive Awards
  Fair Value of Stock Based Compensation
  SpacetechYear ended June 30,2011
    
    
    2010Expected Dividend Yield
    
    
    
    %
    
    
    0
    %Expected Volatility
    
    
    
    
    
    
    0.66Risk-Free Interest Rates
    
    
    
    %
    
    
    0.9
    %Expected Option Life (in years)
    
    
    
    
    
    
    2.00
  
    
    We estimated volatility using industry competitors historical share price
performance over the last two years. Management believes the historical
estimated volatility is materially indicative of expectations about
expected future volatility.
    
    We use the simplified method to estimate expected lives for options granted.
    
    The risk-free interest rate is based on the U.S. Treasury yield in effect
at the time of grant for the expected term of the option.
    
    The expected dividend yield is based on our current dividend yield and the
best estimate of projected dividend yield for future periods within the
expected life of the option, which is currently 0%.
 Cash Based Long Term Incentive Awards
   39




---



##### Table of Contents



Securities Repurchase Program
   (10) Income Taxes
  Year Ended June 30,2011
    
    
    2010CurrentFederal
    
    $
    
    
    
    $
    State and local
    
    
    (53
    )
    
    
    22Foreign
    
    
    
    
    
    
    $
    (53
    )
    
    $
    22DeferredFederal
    
    
    
    
    
    
    State and local
    
    
    
    
    
    
    Foreign
    
    
    
    
    
    
    Total Tax Expense
    
    $
    (53
    )
    
    $
    22
  Year Ended June 30,2011
    
    
    2010Expected expense (benefit)
    
    $
    (2,112
    )
    
    $
    (104
    )State Tax Expense
    
    
    3
    
    
    
    22Adjustment from prior year state tax filings
    
    
    (56
    )
    
    
    Change in temporary tax adjustments not recognized
    
    
    (605
    )
    
    
    (186
    )Net
reduction in prior year DTA balances
    
    
    2,179
    
    
    
    Stock compensation
    
    
    418
    
    
    
    207Other permanent items
    
    
    120
    
    
    
    83Total
    
    $
    (53
    )
    
    $
    22
  Deferred tax assets:Net operating loss carryforwards
    
    $
    12,260
    
    
    $
    12,410Alternative minimum tax credit carryforwards
    
    
    671
    
    
    
    689Accrued expenses and other timing
    
    
    333
    
    
    
    85Total gross deferred tax assets
    
    $
    13,264
    
    
    $
    13,184Less  valuation allowance
    
    
    (12,184
    )
    
    
    (12,789
    )Net deferred tax assets
    
    $
    1,080
    
    
    $
    395Deferred tax liabilities:Property and equipment, principally due to differences in depreciation
    
    
    (1,080
    )
    
    
    (395
    )Total gross deferred tax liabilities
    
    $
    (1,080
    )
    
    $
    (395
    )Net deferred tax assets (liabilities)
    
    $
    
    
    
    $
    
  40




---



##### Table of Contents



Uncertain Tax Positions
  2011
    
    
    2010
    
    
    2009Balance at July 1
    
    $
    
    
    
    $
    
    
    
    $
    Additions for tax positions of current period
    
    
    
    
    
    
    
    
    
    
    Additions for tax positions of prior years
    
    
    60
    
    
    
    
    
    
    
    Decreases for tax positions of prior years
    
    
    
    
    
    
    
    
    
    
    Balance at June 30
    
    $
    60
    
    
    $
    
    
    
    $
    
  41




---



##### Table of Contents



(11) Net Income (Loss) Per Share
  Year Ended June 30,2011
    
    
    2010Numerator:Net income (loss) attributable to Astrotech, basic
    
    $
    (4,983
    )
    
    $
    260Net income (loss) attributable to Astrotech, diluted
    
    $
    (4,983
    )
    
    $
    260Denominator:Denominator for basic net income (loss) per share  weighted average common
stock outstanding
    
    
    17,822
    
    
    
    16,567Dilutive common stock equivalents  common stock options and share-based awards
    
    
    
    
    
    
    1,716Denominator for diluted net income (loss) per share weighted average common
stock outstanding and dilutive common stock equivalents
    
    
    17,822
    
    
    
    18,283Basic net income (loss) per share
    
    $
    (0.28
    )
    
    $
    0.02Diluted net income (loss) per share
    
    $
    (0.28
    )
    
    $
    0.01
   (12) Employee Benefit Plans
   42




---



##### Table of Contents



(13) Commitments and Contingencies
  Year ending June 30,2012
    
    $
    1,2042013
    
    
    6592014
    
    
    3962015
    
    
    5,6632016
    
    
    2017 and thereafter
    
    
    Total
    
    $
    7,922
   State of Texas Funding
 st st
 Employment Contracts
  (14) State of Texas Funding
 st st st st
 st
 st st st st st
   43




---



##### Table of Contents



(15) Segment Information
   Year Ended
    
    
    Year EndedJune 30, 2011
    
    
    June 30, 2010Revenue and Income
    
    
    
    
    
    Income (loss)
    
    
    
    
    
    
    Income (loss)(in thousands)
    
    Revenue
    
    
    before income taxes
    
    
    Revenue
    
    
    before income taxesASO
    
    $
    19,817
    
    
    $
    438
    
    
    $
    27,979
    
    
    $
    6,332Spacetech
    
    
    332
    
    
    
    (6,472
    )
    
    
    
    
    
    
    (6,638
    )Total
    
    $
    20,149
    
    
    $
    (6,034
    )
    
    $
    27,979
    
    
    $
    (306
    )Year Ended
    
    
    Year EndedAssets
    
    June 30, 2011
    
    
    June 30, 2010Fixed
    
    
    
    
    
    Fixed(in thousands)
    
    Assets, net
    
    
    Total Assets
    
    
    Assets, net
    
    
    Total AssetsASO
    
    $
    38,033
    
    
    $
    55,948
    
    
    $
    39,670
    
    
    $
    48,670Spacetech
    
    
    385
    
    
    
    1,672
    
    
    
    250
    
    
    
    6,233Total
    
    $
    38,418
    
    
    $
    57,620
    
    
    $
    39,920
    
    
    $
    54,903
 (16) Board of Director Resignation
  (17) Related Party Transactions
 Director Compensation
  Executive Compensation
    44




---



##### Table of Contents



(18) Subsequent Events
  st st
  (19) Recent Accounting Pronouncements
  
 Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 Item 9A.
    
    Controls and Procedures.
   45




---



##### Table of Contents



Managements Report on Internal Control over Financial Reporting
   
 Item 9B.
    
    Other Information.
  
 PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance.
   Age as of
    
    
    DirectorCurrent Directors
    
    Principal Occupation
    
    June 30, 2011
    
    
    SinceThomas B. Pickens III
    
    Chairman and Chief Executive Officer of Astrotech Corporation
    
    
    54
    
    
    
    2004Mark Adams*
    
    Founder, President and CEO, Advocate MD Financial Group, Inc.
    
    
    49
    
    
    
    2007John A. Oliva*
    
    Managing Principal, Capital City Advisors, Inc.
    
    
    55
    
    
    
    2008William F. Readdy*
    
    Founder, Discovery Partners, International LLC
    
    
    59
    
    
    
    2008Sha-Chelle Devlin Manning*
    
    Managing Director, Nanoholdings LLC
    
    
    43
    
    
    
    2010Daniel T. Russler, Jr.*
    
    Family Asset Management, LLC
    
    
    47
    
    
    
    2011
 *
    
    Indicates an independent director
  46




---



##### Table of Contents



Current Directors
 Thomas B. Pickens III
    Mark Adams
   John A. Oliva
   47




---



##### Table of Contents



William F. Readdy
      Sha-Chelle Manning
      48




---



##### Table of Contents



Daniel T. Russler, Jr.
    Executive Officers and Key Employees of the Company who are Not Directors
  Age as ofName
    
    Position(s)
    
    June 30, 2011John M. Porter
    
    Senior Vice President, Chief Financial Officer, Treasurer and Secretary
    
    
    39Don M. White Jr.
    
    Senior Vice President, GM of Astrotech Space Operations
    
    
    48
  John M. Porter
    49




---



##### Table of Contents



Don M. White Jr.
    Operations of the Board of Directors
 Board Member Attendance at Annual Meeting of Stockholders
  Meetings and Committees of the Board of Directors
  Director Nomination Process
    
    
    the candidates independence;
    
    the candidates depth of business experience;
    
    the candidates availability to serve;
    
    the candidates integrity and personal and professional ethics;
    
    the balance of the business experience on the Board as a whole; and
    
    the need for specific expertise on the Board.
  50




---



##### Table of Contents



Committees of the Board of Directors
   The Corporate Governance and Nominating Committee
  The Audit Committee
   The Compensation Committee
   51




---



##### Table of Contents



Code of Ethics and Business Conduct
  Section 16(a) Beneficial Ownership Reporting Compliance
  
 Item 11.
    
    Executive Compensation
 Compensation Discussion and Analysis
 Overview
   Guiding Principles
  
    
    Establish target compensation levels that are competitive within the industries and the markets in which we compete
for executive talent;
    
    Structure executive compensation so that our executives share in Astrotechs successes and failures by correlating
compensation with target levels based upon business performance;
    
    Link pay to performance by making a percentage of total executive compensation variable, or at risk, through an
annual determination of performance-based incentive compensation;
    
    Align a portion of executive pay with shareholder interests through equity awards; and
    
    Maintain a company-wide entrepreneurial atmosphere by minimizing special executive only benefits or prerequisites.
 Operation of the Compensation Committee
   52




---



##### Table of Contents



The Compensation Program
  
    
    Base salary;
    
    Short-term cash incentives;
    
    Long-term performance-based and other equity awards; and
    
    Other benefits.
  
    
    Geographically similar to the location of our Austin headquarters;
    
    In the aerospace, defense and government contractor industries; and
    
    Are of approximate size and complexity.
   
    
    Integral Systems
    
    Herley Industries
    
    Ceradyne Inc.
    
    Sypris Solutions
    
    Orbital Science Corporation
    
    Valence Technology
  
    
    Active Power
    
    Convio
    
    SolarWinds
    
    Luminex
    
    KVH Industries
    Other Considerations in Determining Executive Compensation
  Role of the Compensation Committee and CEO in Determining Executive Compensation
  Base Salary
   53




---



##### Table of Contents



Short-term Cash Incentives
   
    
    Individual Performance  A Payout Percentage of up to 33% of the
individuals total bonus is based upon the officer or employees
performance of his job responsibilities and achievement of individual
goals as determined through the annual performance review process.
    
    Business Unit Performance  A Payout Percentage of up to 33% of the
individuals total bonus is to be awarded based upon the financial
performance of the officer or employees business unit based upon net
income, relative to the approved budget for the fiscal year.
    
    Corporate Performance  A Payout Percentage of up to 33% of the
individuals total bonus is to be awarded based upon the financial
performance of the Company, as measured by comparing the approved
budget of revenue, net income and backlog to actual results for the
fiscal year.
   
    
    The Company meeting or exceeding the 2011 budget for revenue
 
    
    The Company meeting or exceeding the 2011 budget for net income
 
    
    Optimizing the Companys capital structure
 
    
    Reducing controllable costs in order to allow reinvestment in potential growth
initiatives
 
    
    Continuing business development for ASO
 
    
    Advancing the Spacetech initiatives
 
    
    Other activities designed to progress the overall value of the Company
   Long-term Non-cash Incentive Awards
    Benefits
  Indemnification Agreements
  Post-Termination Compensation
   54




---



##### Table of Contents



Stock Ownership Guidelines
  Tax Deductibility Policy
  Compensation Committee Interlocks and Insider Participation
  Compensation Committee Report
  
   55




---



##### Table of Contents



Executive Compensation
  Summary Compensation Table
 SpacetechStock
    
    
    Incentive
    
    
    All OtherSalary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    TotalName and Principal Position
    
    Year
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)(4)
    
    
    ($)Thomas B. Pickens III;
    
    
    2011
    
    
    
    399,000
    
    
    
    90,077
    
    
    
    71,258
    
    
    
    17,140
    
    
    
    18,798
    
    
    
    596,273Chief Executive Officer
    
    
    2010
    
    
    
    380,000
    
    
    
    57,000
    
    
    
    
    
    
    
    258,288
    
    
    
    24,091
    
    
    
    719,379John M. Porter;
    
    
    2011
    
    
    
    275,000
    
    
    
    50,000
    
    
    
    57,006
    
    
    
    12,855
    
    
    
    10,994
    
    
    
    405,855Chief Financial Officer
    
    
    2010
    
    
    
    250,000
    
    
    
    37,500
    
    
    
    
    
    
    
    166,915
    
    
    
    11,900
    
    
    
    466,315Don M. White(5);
    
    
    2011
    
    
    
    225,000
    
    
    
    70,750
    
    
    
    19,952
    
    
    
    
    
    
    
    11,664
    
    
    
    327,366Sr. VP, GM of Astrotech Space Operations
    
    
    2010
    
    
    
    200,470
    
    
    
    91,000
    
    
    
    
    
    
    
    
    
    
    
    10,703
    
    
    
    302,173James D. Royston(6);
    
    
    2011
    
    
    
    191,543
    
    
    
    18,000
    
    
    
    
    
    
    
    
    
    
    
    1,341
    
    
    
    210,884Former
President
    
    
    2010
    
    
    
    210,000
    
    
    
    150,000
    
    
    
    185,000
    
    
    
    50,100
    
    
    
    8,958
    
    
    
    604,058Lance W. Lord(7);
    
    
    2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Former Chief Executive Officer,
Astrotech Space Operations
    
    
    2010
    
    
    
    240,000
    
    
    
    75,000
    
    
    
    370,000
    
    
    
    
    
    
    
    24,072
    
    
    
    709,072
 (1)
    
    See narrative on Short-term Cash Incentives: Bonus was awarded in
September 2011, for performance in fiscal year 2011.(2)
    
    See narrative on Long-term Incentive Non-cash Awards: Includes options granted on September
13, 2011, Mr. Pickens received 112,500 options, Mr. Porter received 90,000 options and Mr. White received 31,500 options in Astrotech, these options
vest upon a stock closing price of $1.50 and have a strike price of $0.71. Includes
restricted stock granted on November 13, 2009, Mr. Royston received
100,000 shares of restricted stock and Mr. Lord received 200,000
shares of restricted stock. For a discussion of the assumptions we
made in valuing the stock, see Note 2 (Summary of Significant
Accounting Policies: Share-Based Compensation) and Note 9 (Common
Stock Incentive, Stock Purchase Plans and Other Compensation Plans).(3)
    
    Consists of grants of restricted stock and warrants for Astrogenetix
and 1st Detect. On January 19, 2010, Mr. Pickens received
500 shares of restricted stock and 1,000 warrants in Astrogenetix, Mr.
Porter received 400 shares of restricted stock and 800 warrants in
Astrogenetix and Mr. Royston received 300 shares of restricted stock
in Astrogenetix. The 300 shares of restricted stock granted to Mr.
Royston were unvested at his termination on July 13, 2010 and
therefore cancelled. On January 19, 2010, Mr. Pickens received 300 shares
of restricted stock and 680 warrants in 1st Detect and Mr.
Porter received 200 shares of restricted stock and 180 warrants in
1st Detect. Includes options granted on September 13, 2011. Mr. Pickens
received 200 options and Mr. Porter received 150 options in 1st Detect.
For a discussion of the assumptions we made in
valuing the stock, see Note 2 (Summary of Significant Accounting
Policies: Share-Based Compensation) and Note 9 (Common Stock
Incentive, Stock Purchase Plans and Other Compensation Plans).(4)
    
    See Schedule of All Other Compensationthat follows for further detail.(5)
    
    In addition to his fiscal year 2011 performance bonus of $63,250, Mr.
White was awarded a bonus of $7,500 in February 2011 as a result of
his participation in the Companys long term cash incentive plan.(6)
    
    Mr. Royston was terminated on July 13, 2010. The total compensation of $210,884 consists primarily of payments made
in accordance with Mr. Roystons Separation Agreement (incorporated by reference to Exhibit 10.63 of the Registrants Annual Report on
10-K filed with the Securities and Exchange Commission on August 30, 2011).(7)
    
    Mr. Lord was appointed Chief Executive Officer of Astrotech Space
Operations in June 2008. Mr. Lord resigned from Astrotech Corporation
in June 2010.  56




---



##### Table of Contents



Schedule of All Other Compensation for Fiscal Year 2011
 401(K) Plan Company
    
    
    Supplemental DisabilityNamed Executive
    
    Matching Contributions
    
    
    Insurance Premium
    
    
    Other Benefits
    
    
    TotalOfficer
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Thomas B. Pickens III(1)
    
    
    4,558
    
    
    
    1,599
    
    
    
    12,641
    
    
    
    18,798John M. Porter
    
    
    9,899
    
    
    
    1,095
    
    
    
    
    
    
    
    10,994Don M. White Jr.
    
    
    10,736
    
    
    
    928
    
    
    
    
    
    
    
    11,664James D. Royston(2)
    
    
    1,211
    
    
    
    130
    
    
    
    
    
    
    
    1,341
 (1)
    
    Mr. Pickens employment contract includes a car allowance of $1,000 per
month. Astrotech paid $641 for a healthclub membership for Mr. Pickens
during fiscal 2011.(2)
    
    Mr. Royston was terminated on July 13, 2010. Fiscal Year 2011 Grants of Plan-Based Awards
  Estimated Future PayoutsUnder Non-
    
    
    All Other Option
    
    
    
    
    
    
    Grant DateEquity Incentive Plan Awards
    
    
    Awards:
    
    
    Spacetech
    
    
    Fair Value
    
    
    Grant DateTarget
    
    
    Maximum
    
    
    Number of Securities
    
    
    Options
    
    
    of Equity
    
    
    Of EquityName
    
    ($)(1)
    
    
    ($)(1)
    
    
    Underlying Options
    
    
    (#)
    
    
    ($)
    
    
    AwardsThomas B. Pickens III
    
    
    119,700
    
    
    
    199,500
    
    
    
    112,500
    
    
    
    200
    
    
    
    88,398
    
    
    September 13, 2011John M. Porter
    
    
    82,500
    
    
    
    137,500
    
    
    
    90,000
    
    
    
    150
    
    
    
    69,861
    
    
    September 13, 2011Don M. White
Jr.
    
    
    67,500
    
    
    
    112,500
    
    
    
    31,500
    
    
    
    
    
    
    
    19,952
    
    
    September 13, 2011
 (1)
    
    Estimated bonus for Mr. Pickens, Mr. Porter, and Mr. White are
computed at a maximum of 50% of base salary. Estimated target bonus
percentage is 30% of base salary.   57




---



##### Table of Contents



Employment Agreements
    Awards   st st
  Salary and Bonus in Proportion to Total Compensation
  Outstanding Equity Awards at Fiscal Year 2011 End
  Schedule of Outstanding Equity Awards
 Restricted Stock, Option Awards & WarrantsNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of SecuritiesSecurities
    
    
    
    
    
    
    
    
    
    
    Number of Securities
    
    
    UnderlyingUnderlying
    
    
    Number of Securities
    
    
    
    
    
    
    Underlying
    
    
    UnexercisedUnexercised
    
    
    Underlying Unexercised
    
    
    
    
    
    
    Unexercised Warrants (#)
    
    
    Warrants/ Options (#)
    
    
    
    
    
    
    UnvestedOptions (#)
    
    
    Options (#)
    
    
    Option Exercise
    
    
    Exercisable (3)
    
    
    Unexercisable (4)
    
    
    Unvested
    
    
    Restricted StockName
    
    Exercisable (1)
    
    
    Unexercisable (2) (5)
    
    
    Price ($)
    
    
    (Spacetech)
    
    
    (Spacetech)
    
    
    Restricted Stock
    
    
    (Spacetech)
    
    
    Expiration DateThomas B. Pickens III
    
    
    1,000
    
    
    
    
    
    
    
    20.80
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/01/2011500
    
    
    
    
    
    
    
    7.70
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/01/2012500
    
    
    
    
    
    
    
    7.20
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/12/2013
    
    
    
    112,500
    
    
    
    0.71
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    09/13/2021
    
    
    
    
    
    
    
    
    
    
    
    840
    
    
    
    840
    
    
    
    
    
    
    
    
    
    
    
    01/19/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    09/13/2021
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    400
    
    
    
    N/AJohn M. Porter
    
    
    100,000
    
    
    
    
    
    
    
    0.35
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10/01/2018
    
    
    
    90,000
    
    
    
    0.71
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    09/13/2021
    
    
    
    
    
    
    
    
    
    
    
    490
    
    
    
    490
    
    
    
    
    
    
    
    
    
    
    
    01/19/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150
    
    
    
    
    
    
    
    
    
    
    
    09/13/2021
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300
    
    
    
    N/ADon M. White Jr.
    
    
    1,200
    
    
    
    
    
    
    
    11.50
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    08/09/201625,000
    
    
    
    25,000
    
    
    
    0.33
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10/06/2018
    
    
    
    31,500
    
    
    
    0.71
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    09/13/2021
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    N/A
 (1)
    
    All exercisable options will expire 90 days after the date of employees termination.(2)
    
    Options granted on September 13, 2011 vest upon stock price reaching close of business price
of $1.50 and expire 10 years from grant date.(3)
    
    Spacetech warrants vest over a two year period, 50% of warrants have vested as of June 30,
2011.(4)
    
    Options granted on September 13, 2011 with an expiration date of
September 13, 2021 vest upon certain
benchmarks being achieved.(5)
    
    Mr. Whites 25,000 options with a strike price of $0.33 vest ratable over a four year period.
These 25,000 options represent 50% of the original stock options granted.  58




---



##### Table of Contents



Schedule of Vesting Astrotech Restricted Stock Grants
 Named
Executive Officer
    
    08/19/2011
    
    
    08/19/2012Thomas B. Pickens III
    
    
    250,000
    
    
    
    250,000John M. Porter
    
    
    100,000
    
    
    
    100,000Don M. White Jr.
    
    
    25,000
    
    
    
    25,000
 Dependent uponSchedule of Vesting Astrotech Stock Option Grants
    
    
    
    
    
    
    
    
    
    Astrotech VestingNamed
Executive Officer
    
    10/06/2011
    
    
    10/06/2012
    
    
    PlanThomas B. Pickens III
    
    
    
    
    
    
    
    
    
    
    112,500
    (1)John M. Porter
    
    
    
    
    
    
    
    
    
    
    90,000
    (1)Don M. White Jr.
    
    
    12,500
    
    
    
    12,500
    
    
    
    31,500
 (1)
    
    Options granted on
September 13, 2011, vest upon a closing stock price of $1.50. Schedule of Vesting Spacetech Restricted Stock Grants
 Named
Executive Officer
    
    01/19/2012Thomas B. Pickens III
    
    
    400John M. Porter
    
    
    300
 Schedule of Vesting Spacetech Warrant Grants
 Named
Executive Officer
    
    01/19/2012Thomas B. Pickens III (1)
    
    
    840John M. Porter (1)
    
    
    490
 (1)
    
    Warrants granted to
Mr. Pickens and Mr. Porter in January 2010 for 1st Detect and Astrogenetix. Dependent uponSchedule of Vesting Spacetech Stock Option Grants
    
    Astrotech VestingNamed
Executive Officer
    
    PlanThomas B. Pickens III (1)
    
    
    200John M. Porter (1)
    
    
    150
 (1)
    
    1st Detect stock options
vest upon the earlier of three performance-based criteria, as
determined by the Compensation Committee. 2011 Option Exercises and Stock Granted
  Option AwardsNumber of Shares
    
    
    Value RealizedNamed
Executive Officer
    

Acquired on Exercise
    
    
    On ExerciseThomas B. Pickens III
    
    
    100,000
    
    
    
    86,000Don M. White Jr.
    
    
    8,900
    
    
    
    7,654
 Pension Benefits
   Potential Payments Upon Termination or Change in Control
   59




---



##### Table of Contents



Termination Other Than After a Change in Control
  
    
    Death of the NEO;
    
    In the event of physical or mental disability where the NEO is unable to perform his/her duties;
    
    For Cause or Material Breach where Cause is defined as conviction of certain crimes and/or
felonies, and Material Breach is defined to include certain specified failures to perform
duties or uphold fiduciary responsibilities; or
    
    Otherwise at the discretion of the Company and subject to the termination obligations set forth
in the employment agreement.
  
    
    Upon the death of the NEO;
    
    In the event of physical or mental disability where the NEO is unable to perform his/her duties;
    
    Upon the Companys material reduction in the NEOs authority, perquisites, position, title or responsibilities or other
actions that would give the NEO the right to resign for Good Reason; or
    
    Otherwise at the discretion of the NEO and subject to the termination obligations set forth in the employment agreement.
  Termination after a Change in Control
   Payment Obligations Under Employment Agreements Upon Termination of Employment of NEO
     60




---



##### Table of Contents



Thomas B. Pickens III
 ResignationResignation
    
    
    Termination
    
    
    for Goodfor Good
    
    
    for Other
    
    
    Reason orReason or
    
    
    Than Good
    
    
    TerminationTermination
    
    
    Reason or
    
    
    Without CauseBenefits and Payments
    
    Without
    
    
    Termination
    
    
    After Change-Upon Termination
    
    Cause ($)(1)
    
    
    With Cause ($)
    
    
    in-Control ($)(2)
    
    
    Disability ($)
    
    
    Death ($)Compensation:Base Salary
    
    
    399,000
    
    
    
    
    
    
    
    598,500
    
    
    
    399,000
    
    
    
    399,000Bonus(3)
    
    
    99,750
    
    
    
    
    
    
    
    149,625
    
    
    
    99,750
    
    
    
    99,750Equity(4):Restricted Stock
    
    
    515,000
    
    
    
    
    
    
    
    515,000
    
    
    
    515,000
    
    
    
    515,000Spacetech Equity Awards
    
    
    258,288
    
    
    
    
    
    
    
    258,288
    
    
    
    258,288
    
    
    
    258,288Benefits and Perquisites:Post-Termination Health Care
    
    
    19,557
    
    
    
    
    
    
    
    29,336
    
    
    
    19,557
    
    
    
    19,557Accrued Vacation Pay(5)
    
    
    38,365
    
    
    
    38,365
    
    
    
    38,365
    
    
    
    38,365
    
    
    
    38,365Total:
    
    
    1,329,960
    
    
    
    38,365
    
    
    
    1,589,114
    
    
    
    1,329,960
    
    
    
    1,329,960
 (1)
    
    Pursuant to the employment agreement, this estimate assumes twelve months of base
salary and benefits after termination.(2)
    
    Provision on change in control provides for 18 months salary if terminated, which
also increases estimated maximum bonus.(3)
    
    Bonus calculated at 50% of estimated maximum bonus.(4)
    
    Astrotech equity awards assumed exercise price of $1.03, which was the closing ASTC
stock price as of June 30, 2011. Unvested options with a strike price above market
value as of June 30, 2011 were not included in the calculation. Spacetech warrants
were valued based on the Black Scholes Model and Spacetech restricted stock was
based on a third party valuation.(5)
    
    Assumes 5 weeks of accrued vacation upon termination (maximum contractual allowance).  61




---



##### Table of Contents



Don M. White Jr.
 ResignationResignation
    
    
    Termination
    
    
    for Goodfor Good
    
    
    for Other
    
    
    Reason orReason or
    
    
    Than Good
    
    
    TerminationBenefits and
    
    Termination
    
    
    Reason or
    
    
    Without CausePayments Upon
    
    Without
    
    
    Termination
    
    
    After Change-Termination
    
    Cause ($)(1)
    
    
    With Cause ($)
    
    

in-Control ($)(2)
    
    
    Disability ($)
    
    
    Death ($)Compensation(3):Base Salary
    
    
    112,500
    
    
    
    
    
    
    
    168,750
    
    
    
    112,500
    
    
    
    112,500Bonus
    
    
    56,250
    
    
    
    
    
    
    
    84,375
    
    
    
    56,250
    
    
    
    56,250Equity:Restricted Stock(4)
    
    
    51,500
    
    
    
    
    
    
    
    51,500
    
    
    
    51,500
    
    
    
    51,500Options(5)
    
    
    17,500
    
    
    
    
    
    
    
    17,500
    
    
    
    17,500
    
    
    
    17,500Benefits and Perquisites:Post-Termination Health Care
    
    
    6,998
    
    
    
    
    
    
    
    10,497
    
    
    
    6,998
    
    
    
    6,998Life Insurance Premiums
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accrued Vacation Pay(6)
    
    
    21,635
    
    
    
    21,635
    
    
    
    21,635
    
    
    
    21,635
    
    
    
    21,635Total:
    
    
    266,383
    
    
    
    21,635
    
    
    
    354,257
    
    
    
    266,383
    
    
    
    266,383
 (1)
    
    Pursuant to the employment agreement, this estimate assumes six months of base salary and benefits after termination.(2)
    
    Provision on change in control provides for nine months salary if terminated, which also increase estimated maximum
bonus.(3)
    
    Bonus estimated at 50% of maximum bonus.(4)
    
    Equity awards assumed exercise price of $1.03, which was the ASTC closing stock price as of June 30, 2011.(5)
    
    Option awards assumed market price of $1.03, which was the ASTC closing stock price as of June 30, 2011. Unvested
options with a strike price above market value as of June 30, 2011, were not included in the calculation.(6)
    
    Assumes five weeks of accrued vacation upon termination (maximum contractual allowance). Director Compensation
 Overview
   62




---



##### Table of Contents



Cash-Based Compensation
   Equity-Based Compensation
  Pension and Benefits
  Indemnification Agreements
  Fiscal Year 2011 Non-Employee Director Compensation Table
 Fees Earned or
    
    
    Restricted
    
    
    Stock
    
    
    All otherPaid in Cash
    
    
    Stock Awards
    
    
    Options
    
    
    compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Mark Adams
    
    
    47,750
    
    
    
    
    
    
    
    19,002
    
    
    
    
    
    
    
    66,752John A. Oliva
    
    
    56,250
    
    
    
    
    
    
    
    19,002
    
    
    
    
    
    
    
    75,252William F. Readdy
    
    
    39,500
    
    
    
    
    
    
    
    19,002
    
    
    
    
    
    
    
    58,502Sha-Chelle Manning
    
    
    44,750
    
    
    
    
    
    
    
    19,002
    
    
    
    
    
    
    
    63,752Daniel T. Russler, Jr.
    
    
    38,750
    
    
    
    
    
    
    
    19,002
    
    
    
    
    
    
    
    57,752Total
    
    
    227,000
    
    
    
    
    
    
    
    95,010
    
    
    
    
    
    
    
    322,010
  63




---



##### Table of Contents



Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  Name and Address of Beneficial
    
    Amount and Nature of
    
    
    Shares Subject
    
    
    
    
    
    
    PercentageOwners
    
    Beneficial Ownership (#)
    
    
    To Options (#)
    
    
    Total (#)
    
    
    of Class(1)Certain Beneficial OwnersSMH Capital Advisors, Inc.(2)
    
    
    2,600,745
    
    
    
    
    
    
    
    2,600,745
    
    
    
    13.4
    %Astrium GmbH (3)
    
    
    1,099,245
    
    
    
    
    
    
    
    1,099,245
    
    
    
    5.7
    %Bruce & Co., Inc.(4)
    
    
    1,070,073
    
    
    
    
    
    
    
    1,070,073
    
    
    
    5.5
    %Non-Employee Directors:(5)Mark
Adams(6)
    
    
    450,019
    
    
    
    29,750
    
    
    
    479,769
    
    
    
    2.5
    %John A.
Oliva(7)
    
    
    170,000
    
    
    
    28,750
    
    
    
    198,750
    
    
    
    1.0
    %William F.
Readdy(8)
    
    
    150,000
    
    
    
    28,750
    
    
    
    178,750
    
    
    
    *Sha-Chelle
Manning(9)
    
    
    135,000
    
    
    
    
    
    
    
    135,000
    
    
    
    *Named
Executive Officers:(5)Thomas B.
Pickens III(10)
    
    
    1,950,000
    
    
    
    2,000
    
    
    
    1,952,000
    
    
    
    10.1
    %John M.
Porter(11)
    
    
    350,000
    
    
    
    100,000
    
    
    
    450,000
    
    
    
    2.3
    %Don M. White Jr.(12)
    
    
    85,900
    
    
    
    26,200
    
    
    
    112,100
    
    
    
    *All Directors and Named Executive
Officers as a Group (7 persons)
    
    
    3,290,919
    
    
    
    215,450
    
    
    
    3,506,369
    
    
    
    18.1
    %
 *
    
    Indicates beneficial ownership of less than 1% of the outstanding shares of common stock.#
    
    Includes unvested restricted stock grants.(1)
    
    Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of 1934. Under Rule 13d-3(d), shares
not outstanding which are subject to options, warrants, rights or conversion privileges exercisable
within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by
a person, but not deemed outstanding for the purpose of calculating the number and percentage owned by
any other person listed. As of June 30, 2011, we had 19,349,895 shares of common stock outstanding,
including 1,321,946 of restricted stock with voting rights.(2)
    
    Held by SMH Capital Advisors, Inc. in discretionary accounts for the benefit of its clients. This
holders address is 4800 Overton Plaza, Suite 300, Ft. Worth, Texas 76109. Includes information from
Form 13D filed by SMH Capital Advisors, Inc. on February 1, 2011.(3)
    
    Astrium GmbHs address is Hünefeldstraße 1-5, Postfach 105909, D-28361 Bremen, Germany.(4)
    
    Bruce & Co., Inc., is the investment manager for Bruce Fund, Inc., a Maryland registered investment
company with its principle business conducted at 20 North Wacker Dr., Suite 2414, Chicago, IL 60606.
Includes information from Schedule 13G filed by Bruce & Co., Inc. on December 31, 2010.(5)
    
    The applicable address for
all non-employee directors and named executive officers is c/o
Astrotech Corporation, 401 Congress Ave., Suite 1650, Austin, TX
78701.(6)
    
    Includes 112,916 shares of unvested restricted stock. On August 19, 2011, 53,333 restricted shares vested.(7)
    
    Includes 102,916 shares of unvested restricted stock. On August 19, 2011, 48,333 restricted shares vested.(8)
    
    Includes 79,583 shares of unvested restricted stock. On August 19, 2011, 36,667 restricted shares vested.(9)
    
    Includes 85,833 shares of unvested restricted stock. On August 19, 2011, 36,667 restricted shares vested.(10)
    
    Includes 500,000 shares of unvested restricted stock. On August 19, 2011, 250,000 restricted shares vested.(11)
    
    Includes 200,000 shares of unvested restricted stock. On August 19, 2011, 100,000 restricted shares vested.(12)
    
    Includes 50,000 shares of
unvested restricted stock. On August 19, 2011, 25,000 restricted
shares vested.  64




---



##### Table of Contents



Securities Authorized for Issuance Under Equity Compensation Plans.  Equity Compensation Plan Information
  (a)
    
    
    (b)
    
    
    (c)Number of securities
    
    
    Weighted-
    
    
    Number of securities remainingto be issued upon
    
    
    average exercise
    
    
    available at September 30, 2011exercise of
    
    
    price of
    
    
    For future issuance under equityPlans Previously Approved
    
    Options
    
    
    outstanding options,
    
    
    outstanding options,
    
    
    compensation plans (excludingby Security Holders
    
    Authorized
    
    
    warrants and rights
    
    
    warrants and rights
    
    
    securities reflected in column (a)The 1994 Plan(1)
    
    
    395,000
    
    
    
    11,600
    
    
    $
    16.78
    
    
    
    0Directors Stock Option Plan(2)
    
    
    50,000
    
    
    
    12,000
    
    
    $
    13.33
    
    
    
    33,0001997 Employee Stock Purchase Plan(3)
    
    
    150,000
    
    
    
    0
    
    
    
    N/A
    
    
    
    1,7352008 Stock Incentive Plan(4)
    
    
    5,500,000
    
    
    
    353,750
    
    
    $
    0.37
    
    
    
    456,6902011 Stock Incentive Plan(5)
    
    
    1,750,000
    
    
    
    0
    
    
    
    N/A
    
    
    
    1,750,0002011 1st Detect Stock Incentive Plan(6)
    
    
    2,500
    
    
    
    0
    
    
    
    N/A
    
    
    
    2,500
 (1)
    
    Under the terms of the 1994 Plan, the number and price of the options granted to employees is
determined by the Board of Directors and such options vest, in most cases, incrementally over a
period of four years and expire no more than ten years after the date of grant. As of October 2010,
additional shares cannot be granted from the 1994 Plan.(2)
    
    Options under the Directors Plan vest after one year and expire seven years from the date of grant. No shares were granted from the Directors Plan during fiscal year 2011.(3)
    
    The Employee Stock Purchase plan allowed eligible employees to purchase shares of Common Stock of
the Company at prices no less than 85% of the current market price. Company discontinued employee
purchases of common stock under the plan in the fourth quarter of fiscal year 2007.(4)
    
    The 2008 Stock Incentive Plan authorizes the award of stock grants, restricted stock and stock
options. The number and price of the awards granted to employees is determined by the Board of
Directors and such options vest, in most cases, incrementally over a period of four years and
expire no more than ten years after the date of grant. As of June 30, 2011, 1,321,946 shares of
unvested restricted stock were outstanding.(5)
    
    The 2011 Stock Incentive Plan authorizes the award of incentive stock options, non-statutory stock
options, stock appreciation rights, restricted stock, restricted stock units, performance awards
payable in cash or common stock, and other incentive awards. The number and price of the awards
granted to employees is determined by the Board of Directors, and options expire no more than 10
years from the date of the grant. As of June 30, 2011 there have been no grants out of the 2011
Plan.(6)
    
    The 2011 1st
Detect Stock Incentive Plan authorized the award of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards payable in cash or common stock, and other incentive
awards. The number and price of the awards granted to employees is
determined by the Board of Directors, and options expire no more than 10 years from the date of the grant. As of June 30, 2011 there have been no grants out of the 2011 Plan.   65




---



##### Table of Contents



Item 13.
    
    Certain Relationships and Related Transactions and Director Independence.
 Director Independence
        
 Item 14.
    
    Principal Accounting Fees and Services.
 The Companys Independent Registered Public Accounting Firm
          66




---



##### Table of Contents



Fiscal 2011
    
    
    Fiscal 2010Audit
Fees(1)
    
    $
    206,000
    
    
    $
    191,000Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total All Fees
    
    $
    206,000
    
    
    $
    191,000
 (1)
    
    Audit Fees consisted of fees billed for professional services rendered
for the audit of the Companys annual financial statements and review
of the interim financial statements included in quarterly reports. Audit Committee Pre-Approval Policy
     67




---



##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits, Financial Statement Schedules
    PageReport of Ernst & Young LLP, Independent Registered Public Accounting Firm
    
    
    25Report of PMB Helin Donovan LLP, Independent Registered Public Accounting Firm
    
    
    26Consolidated Balance Sheets
    
    
    27Consolidated Statements of Operations
    
    
    28Consolidated Statement of Changes in Stockholders Equity
    
    
    29Consolidated Statements of Cash Flows
    
    
    30Notes to Consolidated Financial Statements
    
    
    31Exhibits
    
    
    78
 Exhibit No.
    
    Description of Exhibit(2
    )
    
    Articles of Incorporation and Bylaws2.1
    
    
    Amended and Restated Articles of Incorporation of the Registrant, as
amended (incorporated by reference to Exhibit 4.1 of the Registrants
Registration Statement (Reg. No. 333-126772), and all amendments
thereto, filed with the Securities and Exchange Commission on July 21,
2005)2.2
    
    
    Bylaws of the Registrant (incorporated by reference to the Registrants
registration statement on Form S-1, File No. 33- 97812, and all
amendments thereto, filed with the Securities and Exchange Commission on
October 5, 1995)(4
    )
    
    Instruments Defining the Rights of Security Holders, including Indentures4.1
    
    
    Designation of Rights, Terms and Preferences of Series B Senior
Convertible Preferred Stock of the Registrant (incorporated by reference
to Exhibit 4.3 of the Registrants Registration Statement (Reg. No.
333-126772), and all amendments thereto, filed with the Securities and
Exchange Commission on July 21, 2005)4.2
    
    
    Preferred Stock Purchase Agreement between the Registrant and
DaimlerChrysler Aerospace AG dated as of August 2, 1999 (incorporated by
reference to Exhibit 4.2 of the Registrants Report on Form 8-K filed
with the Securities and Exchange Commission on August 19, 1999)4.3
    
    
    Registration Rights Agreement between the Registrant and DaimlerChrysler
Aerospace AG dated as of August 5, 1999 (incorporated by reference to
Exhibit 4.3 of the Registrants Report on Form 8-K filed with the
Securities and Exchange Commission on August 19, 1999)4.4
    
    
    Indenture dated as of October 15, 1997 between the Registrant and First
Union National Bank, as Trustee, relating to the Registrants 8.0%
Convertible Subordinated Notes due 2007 (incorporated by reference to
Exhibit 4.1 of the Registrants Registration Statement on Form S-3 (Reg.
No. 333-43221) filed with the Securities and Exchange Commission on
December 24, 1997)4.5
    
    
    Designation of Right, Terms and Preferences of Series D Junior
Participating Preferred Stock of Astrotech Corporation (incorporated by
reference to Exhibit 3.1 of Registrants Form 8-A filed with the
Securities and Exchange Commission on July 31, 2009).4.6
    
    
    Rights Agreement, dated as of July 29, 2009, between Astrotech
Corporation and American Stock Transfer & Trust Company, LLC, as Rights
Agent (incorporated by reference to Exhibit 4.1 of the Registrants Form
8-A filed with the Securities and Exchange Commission on July 31, 2009).4.7
    
    
    Amendment One to Rights Agreement, dated as of July 29, 2010, between
Astrotech Corporation and American Stock Transfer & Trust Company, LLC,
as Rights Agent (incorporated by reference to Exhibit 4.1 of the
Registrants Form 8-A/A filed with the Securities and Exchange
Commission on July 29, 2010).4.8
    
    
    Amendment Two to Rights Agreement, dated as of August 10, 2011, between Astrotech Corporation
and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Registrants Form 8-A/A filed with the Securities
and Exchange Commission on August 10, 2011).
  68




---



##### Table of Contents



Exhibit No.
    
    Description of Exhibit(10
    )
    
    Material Contracts10.1
    
    
    Letter Agreement dated August 15, 1995, by and between
the Registrant and Mitsubishi Corporation (incorporated
by reference to Exhibit 10.7 of the Registrants
Registration Statement on Form S-1 (Reg. No. 33-97812)
filed with the Securities and Exchange Commission on
October 5, 1995)10.2
    
    
    SPACEHAB, Incorporated 1995 Directors Stock Option
Plan as amended and restated effective October 21, 1997
(incorporated by reference to Exhibit B of the
Registrants Definitive Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on
September 12, 1997)10.3
    
    
    Office Building Lease Agreement, dated October 6, 1993,
between Astrotech and the Secretary of the Air Force
(Lease number SPCVAN  2-94-001) (incorporated by
reference to Exhibit 10.52 of the Registrants Annual
Report on Form 10-K for the fiscal year ended June 30,
1997 filed with the Securities and Exchange Commission
on September 12, 1997)10.4
    
    
    SPACEHAB, Incorporated 1994 Stock Incentive Plan as
amended and restated effective October 14, 1999
(incorporated by reference to Exhibit 10.90 of the
Registrants Annual Report on Form 10-K for the fiscal
year ended June 30, 1999 filed with the Securities and
Exchange Commission on September 17, 1999)10.5
    
    
    Agreement, dated September 30, 2004, between the
Registrant and Dr. Shelley A. Harrison (incorporated by
reference to Exhibit 10.7 of the Registrants
Registration Statement (Reg. No. 333-126772), and all
amendments thereto, filed with the Securities and
Exchange Commission on July 21, 2005)10.6
    
    
    Lease for property at 300 D Street, SW, Suite #814,
Washington, DC, dated as of December 16, 1998, by and
between the Registrant and The Washington Design
Center, LLC (incorporated by reference to Exhibit 10.8
of the Registrants Registration Statement (Reg. No.
333-126772), and all amendments thereto, filed with the
Securities and Exchange Commission on July 21, 2005)10.7
    
    
    Sublease Agreement, dated as of July, 2002, between the
Registrant and The Boeing Company (incorporated by
reference to Exhibit 10.9 of the Registrants
Registration Statement (Reg. No. 333-126772), and all
amendments thereto, filed with the Securities and
Exchange Commission on July 21, 2005)10.8
    
    
    SPACEHAB, Incorporated 1997 Employee Stock Purchase
Plan (incorporated by reference to Exhibit C of the
Registrants Definitive Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on
September 12, 1997)
  69




---



##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.9
    
    
    Agreement between Astrotech Space Operations, Inc. and
McDonnell Douglas Corporation, dated January 7, 2000
(incorporated by reference to Exhibit 10.103 of the
Registrants Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000 filed with the Securities
and Exchange Commission on May 12, 2000)10.10
    
    
    Agreement between Astrotech Space Operations, Inc. and
Lockheed Martin Commercial Launch Services, Inc., dated
January 24, 2000 (incorporated by reference to Exhibit
10.104 of the Registrants Quarterly Report on Form
10-Q for the quarter ended March 31, 2000 filed with
the Securities and Exchange Commission on May 12, 2000)10.11
    
    
    Credit agreement dated as of August 30, 2001 by and
between Astrotech Florida Holdings, Inc. and SouthTrust
Bank (incorporated by reference to Exhibit 10.114 of
the Registrants Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001 filed with the
Securities and Exchange Commission on November 8, 2001)10.12
    
    
    Employment and Non-Interference Agreement, dated as of
April 1, 2003, between the Registrant and Michael E.
Kearney (incorporated by reference to Exhibit 10.119 of
the Registrants Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003 filed with the Securities
and Exchange Commission on May 14, 2003)10.13
    
    
    First amendment to the Credit Agreement dated as of
August 30, 2001 by and between Astrotech Florida
Holdings, Inc. and SouthTrust Bank (incorporated by
reference to Exhibit 10.122 of the Registrants
Quarterly Report on Form 10-Q for the quarter ended
December 31, 2003 filed with the Securities and
Exchange Commission on February 13, 2004)10.14
    
    
    Employment and Non-Interference Agreement, dated as of
January 9, 2004, between the Registrant and Brian K.
Harrington (incorporated by reference to Exhibit 10.123
of the Registrants Quarterly Report on Form 10-Q for
the quarter ended March 31, 2004 filed with the
Securities and Exchange Commission on May 12, 2004)10.15
    
    
    50 Year Lease, dated as of February 1, 1991, between
the Registrant and Canaveral Port Authority
(incorporated by reference to Exhibit 10.17 of the
Registrants Registration Statement (Reg. No.
333-126772), and all amendments thereto, filed with the
Securities and Exchange Commission on July 21, 2005)10.16
    
    
    Commercial Contract, dated as of March 3, 2005, between
the Registrant and Tamir Silvers, LLC (incorporated by
reference to Exhibit 10.18 of the Registrants
Registration Statement (Reg. No. 333-126772), and all
amendments thereto, filed with the Securities and
Exchange Commission on July 21, 2005)
  70




---



##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.17
    
    
    Lease Agreement, dated as of February 18, 2005, between
the Registrant and R & H Investments, a California
partnership (incorporated by reference to Exhibit 10.19
of the Registrants Registration Statement (Reg. No.
333-126772), and all amendments thereto, filed with the
Securities and Exchange Commission on July 21, 2005)10.18
    
    
    Fixed Price Subcontract 889208 for Wideband Gapfiller
Satellite Program Launch Site Payload Processing
Facilities and Services, dated as of January 18, 2005,
between Boeing Satellite Systems, Inc. and Astrotech
Space Operations, Inc. (incorporated by reference to
Exhibit 10.20 of the Registrants Registration
Statement (Reg. No. 333-126772), and all amendments
thereto, filed with the Securities and Exchange
Commission on July 21, 2005)10.19
    
    
    Loan Agreement, dated as of February 11, 2005, between
the Registrant and First American Bank, SSB
(incorporated by reference to Exhibit 10.125 to the
Registrants Quarterly Report on Form 10-Q for the
quarter ended December 31, 2004 filed with the
Securities and Exchange Commission on February 14,
2005)10.20
    
    
    Letter Contract No. GF80726B11, dated as of February
18, 2004, between the Registrant and Lockheed Martin
Corporation (incorporated by reference to Exhibit 10.23
of the Registrants Registration Statement (Reg. No.
333-126772), and all amendments thereto, filed with the
Securities and Exchange Commission on July 21, 2005)10.21
    
    
    ISS Program Integration and Control Contract, between
SPACEHAB Government Services, Inc. and ARES Corporation
(incorporated by reference to Exhibit 10.24 of the
Registrants Registration Statement (Reg. No.
333-126772), and all amendments thereto, filed with the
Securities and Exchange Commission on July 21, 2005)10.22
    
    
    Asset Purchase Agreement, dated as of December 19,
2000, between the Registrant and Astrium GmbH.
(incorporated by reference to Exhibit 10.27 of the
Registrants Registration Statement (Reg. No.
333-126772), and all amendments thereto, filed with the
Securities and Exchange Commission on July 21, 2005)10.23
    
    
    Amendment No. 1 to Asset Purchase Agreement, dated as
of December 19, 2000, between the Registrant and
Astrium GmbH, dated July 3, 2001 (incorporated by
reference to Exhibit 10.28 of the Registrants
Registration Statement (Reg. No. 333-126772), and all
amendments thereto, filed with the Securities and
Exchange Commission on July 21, 2005)10.24
    
    
    Lease Agreement, dated as of February 28, 2001, between
the Registrant and Astrium GmbH (incorporated by
reference to Exhibit 10.29 of the Registrants
Registration Statement (Reg. No. 333-126772), and all
amendments thereto, filed with the Securities and
Exchange Commission on July 21, 2005)
  71




---



##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.25
    
    
    Binding Term Sheet, dated as of December 19, 2001,
between the Registrant and Astrium GmbH, amending the
Lease Agreement, dated as of February 28, 2001, between
the Registrant and Astrium GmbH (incorporated by
reference to Exhibit 10.30 of the Registrants
Registration Statement (Reg. No. 333-126772), and all
amendments thereto, filed with the Securities and
Exchange Commission on July 21, 2005)10.26
    
    
    Lease Agreement, dated as of July 3, 2001, between the
Registrant and Astrium GmbH (incorporated by reference
to Exhibit 10.31 of the Registrants Registration
Statement (Reg. No. 333-126772), and all amendments
thereto, filed with the Securities and Exchange
Commission on July 21, 2005)10.27
    
    
    Agreement No. 48801 for Provision of Payload Processing
Facilities and Support in Conjunction with Commercial
Atlas Launches, between Astrotech Space Operations,
Inc. and Lockheed Martin Commercial Launch Services,
Inc. (incorporated by reference to Exhibit 10.32 of the
Registrants Registration Statement (Reg. No.
333-126772), and all amendments thereto, filed with the
Securities and Exchange Commission on July 21, 2005)10.28
    
    
    Contract No. NNK04LA75C, dated as of July 2, 2004,
between Astrotech Space Operations, Inc. and John F.
Kennedy Space Center, NASA (incorporated by reference
to Exhibit 10.33 of the Registrants Registration
Statement (Reg. No. 333-126772), and all amendments
thereto, filed with the Securities and Exchange
Commission on July 21, 2005)10.29
    
    
    Agreement and Statement of Work, dated as of April 25,
1996 and as amended by Amendment No. 3 as of December
6, 2002, between Astrotech Space Operations, Inc. and
Sea Launch Company, L.L.C. (incorporated by reference
to Exhibit 10.34 of the Registrants Registration
Statement (Reg. No. 333-126772), and all amendments
thereto, filed with the Securities and Exchange
Commission on July 21, 2005)10.30
    
    
    Employment and Non-Interference Agreement, dated as of
May 12, 2005, between the Registrant and Michael E.
Bain (incorporated by reference to Exhibit 10.35 of the
Registrants Registration Statement (Reg. No.
333-126772), and all amendments thereto, filed with the
Securities and Exchange Commission on July 21, 2005)10.31
    
    
    Employment and Non-Interference Agreement, dated as of
May 12, 2005, between the Registrant and E. Michael
Chewning (incorporated by reference to Exhibit 10.36 of
the Registrants Registration Statement (Reg. No.
333-126772), and all amendments thereto, filed with the
Securities and Exchange Commission on July 21, 2005)
  72




---



##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.32
    
    
    Settlement Agreement and Mutual Release of All Claims,
dated as of May 25, 2005, among the Registrant and
Lloyds of London, Goshawk Syndicate No. 102, Euclidian
Syndicate No. 1243, Ascot Underwriting Ltd. Syndicate
No. 1414, and R.J. Kiln Syndicate No. 510 (incorporated
by reference to Exhibit 10.37 of the Registrants
Registration Statement (Reg. No. 333-126772), and all
amendments thereto, filed with the Securities and
Exchange Commission on July 21, 2005)10.33
    
    
    Lease No. SPCVAN-2-94-0001, between the Secretary of
the Air Force and Astrotech Space Operations, L.P.
(incorporated by reference to Exhibit 10.39 of the
Registrants Registration Statement (Reg. No.
333-126772), and all amendments thereto, filed with the
Securities and Exchange Commission on July 21, 2005)10.34
    
    
    Strategic Collaboration Agreement, dated as of August
5, 1999, between the Registrant and DaimlerChrysler
Aerospace AG (incorporated by reference to Exhibit
10.40 of the Registrants Registration Statement (Reg.
No. 333-126772), and all amendments thereto, filed with
the Securities and Exchange Commission on July 21,
2005)10.35
    
    
    Guaranty Agreement, dated as of August 30, 2001,
between the Registrant and SouthTrust Bank
(incorporated by reference to Exhibit 10.41 of the
Registrants Registration Statement (Reg. No.
333-126772), and all amendments thereto, filed with the
Securities and Exchange Commission on July 21, 2005)10.36
    
    
    Guaranty Agreement, dated as of August 30, 2001,
between Astrotech Space Operations, Inc. and SouthTrust
Bank (incorporated by reference to Exhibit 10.42 of the
Registrants Registration Statement (Reg. No.
333-126772), and all amendments thereto, filed with the
Securities and Exchange Commission on July 21, 2005)10.37
    
    
    Stock Pledge and Security Agreement, dated as of August
30, 2001, between the Registrant and SouthTrust Bank
(incorporated by reference to Exhibit 10.43 of the
Registrants Registration Statement (Reg. No.
333-126772), and all amendments thereto, filed with the
Securities and Exchange Commission on July 21, 2005)10.38
    
    
    Stock Pledge and Security Agreement, dated as of August
30, 2001, between Astrotech Space Operations, Inc. and
SouthTrust Bank (incorporated by reference to Exhibit
10.44 of the Registrants Registration Statement (Reg.
No. 333-126772), and all amendments thereto, filed with
the Securities and Exchange Commission on July 21,
2005)10.39
    
    
    Assignment of CLIN 1 Rights, dated as of August 30,
2001, between Astrotech Space Operations, Inc. and
SouthTrust Bank (incorporated by reference to Exhibit
10.45 of the Registrants Registration Statement (Reg.
No. 333-126772), and all amendments thereto, filed with
the Securities and Exchange Commission on July 21,
2005)
  73




---



##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.40
    
    
    Termination Agreement, dated as of June 1, 2004,
between the Registrant and Vladimir J. Fishel
(incorporated by reference to Exhibit 10.46 of the
Registrants Registration Statement (Reg. No.
333-126772), and all amendments thereto, filed with the
Securities and Exchange Commission on July 21, 2005)10.41
    
    
    Memorandum of Understanding, dated as of June 8, 2005,
between the Registrant and SMH Capital Advisors, Inc.
(incorporated by reference to Exhibit 10.47 of the
Registrants Registration Statement (Reg. No.
333-126772), and all amendments thereto, filed with the
Securities and Exchange Commission on July 21, 2005)10.42
    
    
    Space Media, Inc. Stock Option Plan (incorporated by
reference to Exhibit 10.48 of the Registrants
Registration Statement (Reg. No. 333-126772), and all
amendments thereto, filed with the Securities and
Exchange Commission on July 21, 2005)10.43
    
    
    First Amendment to Loan Agreement (incorporated by
reference to Exhibit 10.49 of the Registrants Current
Report on 8-K filed with the Securities Exchange
Commission on November 10, 2005), effective September
30, 2005 between SPACEHAB, Incorporated (the
Borrower) and Citibank Texas, N.A., formerly known as
First American Bank, SSB (the Lender), as executed on
November 10, 200510.44
    
    
    Second Amendment to Loan Agreement (incorporated by
reference to Exhibit 10.50 of the Registrants Current
Report on 8-K filed with the Securities Exchange
Commission on March 3, 2006), dated February 11, 2006
between SPACEHAB, Incorporated (the Borrower) and
Citibank Texas, N.A., formerly known as First American
Bank, SSB (the Lender), as executed on February 28,
200610.45
    
    
    Separation Agreement and Mutual Release, dated as of
December 15, 2006, between the Registrant and Michael
E. Kearney (incorporated by reference to Exhibit 10.1
of the Registrants Current Report on Form 8-K, filed
with the Securities and Exchange Commission on December
15, 2006)10.46
    
    
    Separation Agreement and Mutual Release, dated as of
January 19, 2007, between the Registrant and Michael E.
Bain (incorporated by reference to Exhibit 10.1 of the
Registrants Quarterly Report on 10-Q, filed with the
Securities and Exchange Commission on February 14,
2007)10.47
    
    
    Separation Agreement and Mutual Release, dated as of
January 19, 2007, between the Registrant and E. Michael
Chewning (incorporated by reference to Exhibit 10.2 of
the Registrants Quarterly Report on 10-Q, filed with
the Securities and Exchange Commission on February 14,
2007)
  74




---



##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.48
    
    
    Employment and Non-Interference Agreement, dated as of June 4, 2007, between the
Registrant and Michael J. Bowker (incorporated by reference to Exhibit 10.1 of the
Registrants Current Report on Form 8-K, filed with the Securities and Exchange Commission
on June 12, 2007)10.50
    
    
    Loan Agreement dated as of February 6, 2008, between Astrotech Space Operations, Inc.
(the Borrower) and Green Bank, N.A. (the Lender) (incorporated by reference to Exhibit
10.50 of the Registrants Annual Report on 10-K filed with the Securities and Exchange
Commission on September 29, 2008)10.51
    
    
    Employment Agreement, effective October 6, 2008 between SPACEHAB, Incorporated and Thomas
B. Pickens, III (incorporated by reference to Exhibit 10.1 of the Registrants Current
Report Form 8-K filed with the Securities and Exchange Commission on November 21, 2008).10.52
    
    
    Employment Agreement, effective October 6, 2008 between SPACEHAB, Incorporated and James
D. Royston (incorporated by reference to Exhibit 10.2 of the Registrants Current Report
Form 8-K filed with the Securities and Exchange Commission on November 21, 2008).10.53
    
    
    Employment Agreement, effective October 6, 2008 between SPACEHAB, Incorporated and Brian
K. Harrington (incorporated by reference to Exhibit 10.3 of the Registrants Current
Report Form 8-K filed with the Securities and Exchange Commission on November 21, 2008).10.54
    
    
    Employment Agreement, effective October 6, 2008 between SPACEHAB, Incorporated and Lance
W. Lord (incorporated by reference to Exhibit 10.1 of the Registrants Current Report Form
8-K filed with the Securities and Exchange Commission on January 13, 2009).10.55
    
    
    Separation, Release and Consulting Agreement, dated June 4, 2009, between the Registrant
and Brian K. Harrington (incorporated by reference to Exhibit 10.55 of the Registrants Annual Report on
10-K filed with the Securities and Exchange Commission on August 30, 2011).10.56
    
    
    1st
Detect Corporation Stock Purchase Warrant Agreement, dated January 19, 2010
(incorporated by reference to Exhibit 10.56 of the Registrants Annual Report on
10-K filed with the Securities and Exchange Commission on August 30, 2011).10.57
    
    
    1st Detect
 Corporation Restricted Stock Agreement, dated January 19, 2010
(incorporated by reference to Exhibit 10.57 of the Registrants Annual Report on
10-K filed with the Securities and Exchange Commission on August 30, 2011).10.58
    
    
    Astrogenetix, Inc. Stock Purchase Warrant Agreement,
dated January 19, 2010 (incorporated by reference to Exhibit 10.58 of the Registrants Annual Report on
10-K filed with the Securities and Exchange Commission on August 30, 2011).10.59
    
    
    Astrogenetix, Inc. Restricted Stock Agreement,
dated January 19, 2010 (incorporated by reference to Exhibit 10.59 of the Registrants Annual Report on
10-K filed with the Securities and Exchange Commission on August 30, 2011).10.60
    
    
    Texas Emerging Technology Fund Award and Security Agreement, effective March 30, 2010,
between the State of Texas and 1st Detect Corporation
(incorporated by reference to Exhibit 10.60 of the Registrants Annual Report on
10-K filed with the Securities and Exchange Commission on August 30, 2011).10.61
    
    
    1st Detect
Corporation Investment Unit, effective March 30, 2010, between the
State of Texas and 1st Detect Corporation
(incorporated by reference to Exhibit 10.61 of the Registrants Annual Report on
10-K filed with the Securities and Exchange Commission on August 30, 2011).10.62
    
    
    Third Amendment, dated February 6, 2010, to the original loan agreement between the
Registrant and Greebank, N.A., signed on February 6, 2008 (incorporated by reference to
Exhibit 99.1 of the Registrants Form 8K filed with the Securities and Exchange Commission
on April 1, 2010).10.63
    
    
    Separation Agreement, dated August 19, 2010,
between the Registrant and James D. Royston (incorporated by reference to Exhibit 10.63 of the Registrants Annual Report on
10-K filed with the Securities and Exchange Commission on August 30, 2011).10.64
    
    
    Loan Agreement, dated as of October 21, 2010,
by and among Astrotech Space Operations, Inc., Astrotech Corporation, Astrotech Florida Holdings, Inc., and American Bank, N.A.
(incorporated by reference to Exhibit 10.1 of the Registrants Annual Report on Form
8-K filed with the Securities and Exchange Commission on October 26, 2010).10.65
    
    
    2011 Stock Incentive Plan (As Effective April 20, 2011)
(incorporated by reference to Appendix B of the Registrants Report on Schedule 14A filed with the Securities and Exchange Commission on
March 17, 2011).
  75




---



##### Table of Contents



Exhibit No.
    
    Description of Exhibit(16
    )
    
    Letter Regarding Change in Certifying Accountant16.1
    
    
    Letter from Grant Thornton LLP regarding change in certifying
accountant, dated January 18, 2007 (incorporated by reference to
Exhibit 16 of the Registrants Current Report on Form 8-K filed with
the Securities and Exchange Commission on January 19, 2007)16.2
    
    
    Letter from PMB Helin Donovan, LLP, dated November 19, 2010
(incorporated by reference to Exhibit 16.1 of the Registrants  Form 8-K filed with
the Securities and Exchange Commission on November 22, 2010).(21
    )
    
    Astrotech Corporation and Subsidiaries  Subsidiaries of the Registrant(23
    )
    
    Consents of Experts and Counsel23.1
    
    
    Consent of Ernst & Young LLP23.2
    
    
    Consent of PMB Helin Donovan LLP(31
    )
    
    Rule 13a-14(a) Certifications31.1
    
    
    Certification of Thomas B. Pickens, III, the Companys Chief Executive
Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.31.2
    
    
    Certification of John M. Porter, the Companys Senior Vice President
and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
filed herewith.(32
    )
    
    Section 1350 Certifications32.1
    
    
    Certification of Thomas B. Pickens, III, the Companys Chief Executive
Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.32.2
    
    
    Certification of John M. Porter, the Companys Senior Vice President
and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
filed herewith.
  76




---



##### Table of Contents



SIGNATURES
  Astrotech CorporationBy:
    /s/ Thomas B. Pickens IIIThomas B. Pickens IIIChief Executive Officer  By:
    /s/ John M. PorterJohn M. PorterSenior Vice President, Chief Financial
Officer and Chief Accounting Officer   /s/ Thomas B. Pickens III

Thomas B. Pickens III
    
    Chairman of the Board and Chief
Executive Officer
    
    September 16, 2011/s/ Mark Adams

Mark Adams
    
    Director
    
    September 16, 2011/s/ Sha-Chelle Manning

Sha-Chelle Manning
    
    Director
    
    September 16, 2011/s/ John A. Oliva

John A. Oliva
    
    Director
    
    September 16, 2011/s/ William F. Readdy

William F. Readdy
    
    Director
    
    September 16, 2011/s/ Daniel T. Russler, Jr.

 Daniel T. Russler, Jr.
    
    Director
    
    September 16, 2011/s/ John M. Porter

John M. Porter
    
    Senior Vice President, Chief
Financial Officer
and 
Chief Accounting
Officer
    
    September 16, 2011
  77




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitIndex
    
    Description23.1
    
    
    Consent of Ernst & Young LLP23.2
    
    
    Consent of PMB Helin Donovan LLP31.1
    
    
    Certification of Thomas B. Pickens III, the Companys Chief Executive Officer, pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, filed herewith.31.2
    
    
    Certification of John M. Porter, the Companys Senior Vice President and Chief Financial
Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, filed herewith.32.1
    
    
    Certification of Thomas B. Pickens III, the Companys Chief Executive Officer, pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, filed herewith.32.2
    
    
    Certification of John M. Porter, the Companys Senior Vice President and Chief Financial
Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, filed herewith.
  78