##### 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, 2009
 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 class
    
    Name of each exchangeCommon Stock
    
    on which registered(no par value)
    
    NASDAQ Capital Market
 Securities registered pursuant to Section 12(g) of the Act: None
 YES o NO þ
 YES o NO þ
 YES þ NO o
 YES o NO o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 YES o NO þ




---



##### 



Table of Contents
 PART I
    
    
    1Item 1. Business
    
    
    2Item 1A. Risk Factors
    
    
    7Item 1B. Unresolved Staff Comments
    
    
    9Item 2. Properties
    
    
    9Item 3. Legal Proceedings
    
    
    10Item 4. Submission of Matters to a Vote of Security Holders
    
    
    10PART II
    
    
    10Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
    
    
    10Item 6. Selected Financial Data
    
    
    14Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 8. Financial Statements and Supplementary Data
    
    
    23Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    47Item 9A. Controls and Procedures
    
    
    47Item 9B. Other Information
    
    
    47PART III
    
    
    48Item 10. Directors, Executive Officers and Corporate Governance
    
    
    48Item 11. Executive Compensation
    
    
    48Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    48Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    48Item 14. Principal Accounting Fees and Services
    
    
    48PART IV
    
    
    49Item 15. Exhibits, Financial Statement Schedules
    
    
    49SIGNATURES
    
    
    56Exhibit 21Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   i




---



##### Table of Contents



FORWARD-LOOKING STATEMENTS
  
    
    The effect of economic conditions in the U.S. or other space faring nations that could
impact our ability to access space and support or gain customers;
    
    Uncertainty about, and our ability to raise sufficient capital to meet our long and
short-term liquidity requirements;
    
    Our ability to successfully pursue our business plan;
    
    Whether we will fully realize the economic benefits under our NASA and other customer
contracts;
    
    Continued availability and use of the U.S. Space Shuttle and the International Space
Station;
    
    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 the manned and unmanned space programs that replace the
Space Shuttle Program;
    
    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;
    
    Delays in the timing of performance of other contracts; and
    
    Risks described in the Risk Factors section of this Form 10-K.
   ii




---



##### Table of Contents



PART I
 DEFINITIONS
  ARES
    
    ARES CorporationASO
    
    Astrotech Space OperationsAstrium
    
    Astrium GmbH (formerly EADS Space Transportation)ATV
    
    Automated Transfer VehicleBoeing
    
    The Boeing CompanyCCAFS
    
    Cape Canaveral Air Force StationCOTS
    
    Commercial Orbital Transportation ServicesCRADA
    
    Cooperative Research and Development AgreementDOT
    
    Department of TransportationFASB
    
    Financial Accounting Standards BoardGAAP
    
    Generally Accepted Accounting PrinciplesHTV
    
    H-II Transfer VehicleICC
    
    Integrated Cargo CarrierIDIQ
    
    Indefinite Delivery, Indefinite QuantityISS
    
    International Space StationKSC
    
    Kennedy Space CenterLockheed Martin
    
    Lockheed Martin CorporationNASA
    
    National Aeronautics and Space AdministrationPI&C
    
    Program Integration and ControlReALMS
    
    Research and Logistics Mission SupportSAA
    
    Space Act AgreementSEC
    
    Securities and Exchange CommissionSFAS
    
    Statement of Financial Accounting StandardsSMI Plan
    
    Space Media, Inc. Stock Option PlanSOX
    
    Sarbanes-Oxley Act of 2002SPACEHAB
    
    SPACEHAB, Inc., the legacy name of the Astrotech CorporationSSI
    
    Spaceport Systems InternationalUSAF
    
    United States Air ForceVAFB
    
    Vandenberg Air Force BaseVCC
    
    Vertical Cargo Carrier
  1




---



##### Table of Contents



Item 1.
    
    Business.
 Our Company
   Our Business Units
  Astrotech Space Operations ASO
 Other
 Governance
  Competitive Strengths
    2




---



##### Table of Contents



ASTROTECH SPACE OPERATIONS
 End-to-End Mission Assurance
 Products/Services
 Market/Customers
  Contract
    
    FY2010
    
    
    FY2011
    
    
    TotalASO Missions
    
    
    20,339,115
    
    
    
    3,809,942
    
    
    
    24,149,057Facility Programs
    
    
    1,036,338
    
    
    
    196,797
    
    
    
    1,233,135Total Backlog
    
    
    21,375,453
    
    
    
    4,006,739
    
    
    
    25,382,192
  Growth Strategy
 Competition 
 Commercial
  Governmental
   3




---



##### Table of Contents



OTHER
  1stDetect :
 st st
 Products/Services st
 Market/Customers st st
 Growth Strategy st
 Competition
 Astrogenetix :
  
    
    Our comprehensive evaluation of the most promising micro-g experiments has led
us to believe that commercializing a salmonella vaccine developed in space holds
the lowest risk and highest return compared to other potential products reviewed.
    
    In 2008, Astrogenetix entered into a formal Space Act Agreement with NASA
allowing us to develop products in the Space Shuttle and on the ISS.
    
    A contract between Astrogenetix and the Durham Veterans Affairs Medical Center
was signed on February 2008 under a Cooperative Research and Development Agreement
(CRADA). The CRADA secured both the exclusive rights to the intellectual property
of the salmonella vaccines discovered in micro-g (not including active duty
military personnel), and the exclusive rights to utilize VA laboratories and
scientists for pre-flight preparation and post-flight analysis.
    
    Astrogenetix secured the rights from NASA to occupy a mid-deck locker on
STS-123, STS-124, STS-126, STS-119, STS-125 and STS-128 as part of NASAs National
Lab Pathfinder Missions.
    
    Astrogenetix has identified a vaccine candidate for Salmonella.
 Product/Service
 Market/Customers
  4




---



##### Table of Contents



Growth Strategy
 Competition
 AirWard :
  Product/Services
 Market/Customers
 Growth/Strategy
 Competition
 Research and Development
 st st
 Certain Regulatory Matters
   5




---



##### Table of Contents



Federal Regulation of International Business
 Foreign Corrupt Practices Act
 Iran Nonproliferation Act of 2000
 Federal Acquisition Regulations
 Truth in Negotiations Act
 Defense Security Service
 Regulatory Compliance and Risk Management
  Safety
 Export Control Compliance
 Insurance
 Employees Update
    6




---



##### Table of Contents



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.
  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.
   7




---



##### Table of Contents



Our business could be adversely affected by a negative audit by the U.S. Government.
  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 will be adversely affected.
  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.
   8




---



##### Table of Contents



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.
  
 Item 1B.
    
    Unresolved Staff Comments.
  
 Item 2.
    
    Properties.
     9




---



##### Table of Contents



Item 3.
    
    Legal Proceedings.
   
 Item 4.
    
    Submission of Matters to a Vote of Security Holders.
  
 PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
 Market for Registrants Common Equity and Related Stockholder Matters
  Fiscal 2009
    
    High
    
    
    LowFirst Quarter
    
    $
    0.60
    
    
    $
    0.26Second Quarter
    
    $
    0.46
    
    
    $
    0.20Third Quarter
    
    $
    0.50
    
    
    $
    0.20Fourth Quarter
    
    $
    1.73
    
    
    $
    0.40
 Fiscal 2008
    
    High
    
    
    LowFirst Quarter
    
    $
    6.50
    
    
    $
    3.90Second Quarter
    
    $
    3.25
    
    
    $
    1.10Third Quarter
    
    $
    2.26
    
    
    $
    0.55Fourth Quarter
    
    $
    0.82
    
    
    $
    0.37
   10




---



##### Table of Contents



Equity 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 availablePlan Category
    
    warrants, and rights
    
    
    rights
    
    
    for future issuance(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    1,288,387
    
    
    $
    2.23
    
    
    
    2,656,613Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,288,387
    
    
    $
    2.23
    
    
    
    2,656,613
  11




---



##### 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.
  
 6/04
    
    
    6/05
    
    
    6/06
    
    
    6/07
    
    
    6/08
    
    
    6/09Astrotech Corporation
    
    
    100.00
    
    
    
    48.64
    
    
    
    32.07
    
    
    
    17.66
    
    
    
    1.55
    
    
    
    3.13NASDAQ Composite
    
    
    100.00
    
    
    
    101.08
    
    
    
    109.48
    
    
    
    132.58
    
    
    
    115.32
    
    
    
    91.34S&P Aerospace & Defense
    
    
    100.00
    
    
    
    116.87
    
    
    
    139.20
    
    
    
    172.87
    
    
    
    152.65
    
    
    
    116.18
  12




---



##### Table of Contents



Issuer Purchases of Equity Securities
  Sales of Unregistered Securities
 Equity Securities
  Private Placement of Common Stock
   13




---



##### Table of Contents



Item 6.
    
    Selected Financial Data.
  Years Ended June 30,(In Thousands)
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009Statement of Operations Data:Revenue from operations
    
    $
    59,401
    
    
    $
    50,746
    
    
    $
    52,762
    
    
    $
    25,544
    
    
    $
    31,985Costs of revenue
    
    
    47,158
    
    
    
    46,855
    (3)
    
    
    51,029
    (5)
    
    
    19,540
    
    
    
    15,723Gross profit
    
    
    12,243
    
    
    
    3,891
    
    
    
    1,733
    
    
    
    6,004
    
    
    
    16,262Selling, general and administrative expenses
    
    
    1,639
    (1)
    
    
    10,672
    
    
    
    13,762
    (5)
    
    
    9,361
    (8)
    
    
    9,760Research and development expenses
    
    
    77
    
    
    
    410
    
    
    
    801
    
    
    
    1,375
    
    
    
    2,330Income (loss) from operations
    
    
    10,527
    
    
    
    (7,191
    )
    
    
    (12,830
    )
    
    
    (4,732
    )
    
    
    4,172Interest expense, net of capitalized
amounts and other expenses
    
    
    5,424
    
    
    
    5,174
    (4)
    
    
    3,531
    
    
    
    427
    
    
    
    (43
    )Debt conversion expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,194
    
    
    
    Income tax benefit (expense)
    
    
    146
    
    
    
    (32
    )
    
    
    69
    
    
    
    (675
    )
    
    
    510Net income (loss)
    
    
    5,249
    
    
    
    (12,397
    )
    
    
    (16,292
    )
    
    
    (36,028
    )
    
    
    4,725Net income (loss) per common share  basic
    
    $
    4.16
    
    
    $
    (9.73
    )
    
    $
    (12.61
    )
    
    $
    (4.26
    )
    
    $
    0.29Net income (loss) per common share  diluted
    
    $
    3.70
    
    
    $
    (9.73
    )
    
    $
    (12.61
    )
    
    $
    (4.26
    )
    
    $
    0.28Shares used in computing net income (loss)
per common share  basic
    
    
    1,261
    
    
    
    1,274
    
    
    
    1,292
    
    
    
    9,254
    
    
    
    16,365Shares used in computing net income (loss)
per common share  diluted
    
    
    1,419
    
    
    
    1,274
    
    
    
    1,292
    
    
    
    9,254
    
    
    
    16,904Cash dividends declared per common share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other Data:Cash provided by (used in) operations
    
    $
    (7,153
    )
    
    $
    3,984
    (4)
    
    $
    6,028
    (6)
    
    $
    (8,598
    )(9)
    
    $
    4,989Cash provided by (used in) investing
activities
    
    
    17,683
    (2)
    
    
    (1,141
    )
    
    
    (1,077
    )(7)
    
    
    (158
    )
    
    
    (1,427
    )Balance Sheet Data (at period end):Working capital (deficit) surplus
    
    $
    5,435
    
    
    $
    2,753
    
    
    $
    (6,105
    )
    
    $
    522
    
    
    $
    8,418Total assets
    
    
    101,951
    
    
    
    85,450
    
    
    
    72,475
    
    
    
    58,211
    
    
    
    58,919Long-term debt, excluding current
portion
    
    
    64,885
    
    
    
    63,250
    
    
    
    52,944
    
    
    
    10,387
    
    
    
    8,435Stockholders equity
    
    
    14,797
    
    
    
    2,809
    
    
    
    (13,131
    )
    
    
    34,936
    
    
    
    40,548
 
 (1)
    
    Includes $7.7 million of net recovery from non-recurring transactions related to the loss of
our research double module.(2)
    
    Includes approximately $8.2 million from ReALMS contract indemnification clause related to
the loss of our research double module.(3)
    
    Includes approximately $6.3 million of non-cash write downs related to our flight unit 3 and
the shuttle based flight assets.(4)
    
    Includes approximately $0.6 million of non-cash charges related to the acceleration of debt
placement fees related to the convertible subordinated notes.(5)
    
    Includes approximately $12.5 million of non-cash write downs related to our flight unit 2 and
the shuttle based flight assets and a $0.1 million non-cash write down of an investment in
Applied Astronautical Corporation.(6)
    
    Includes $5.7 million advance for construction of a payload processing facility. Also
includes $3.1 million advance from customer for in-flight insurance for STS-118 that was paid
in July 2007 to the insurance carrier.(7)
    
    Includes approximately $6.3 million of restricted cash for the construction of a payload
processing facility.(8)
    
    Includes $3.1 million payment for STS-118 flight insurance.(9)
    
    Includes approximately $0.2 million of non-cash write downs related to our inventory.  14




---



##### 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.
    
    End-to-End Mission Assurance: a turn-key approach to the total satellite lifecycle.
 
    
    Commercialization of space-based technologies into real-world applications.
    
    Expertise in qualifying hardware for spaceflight and the habitability and occupational
challenges of space.
 Our Business Units
 Astrotech Space Operations (ASO)
   
    
    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.
    
    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.
 New Business Initiatives
  Other
 st st st
  15




---



##### Table of Contents



FINANCIAL CONDITION, CAPITAL RESOURCES, AND LIQUIDITY
 Balance Sheet
  Year Ended June 30,2009
    
    
    2008
    
    
    VarianceAssets:Current assets
    
    $
    17,600
    
    
    $
    7,151
    
    
    $
    10,449Property and equipment, net
    
    
    40,226
    
    
    
    40,999
    
    
    
    (773
    )Other assets, net
    
    
    1,093
    
    
    
    10,061
    
    
    
    (8,968
    )Total
    
    $
    58,919
    
    
    $
    58,211
    
    
    
    708Liabilities and stockholders equity:Current liabilities
    
    $
    9,182
    
    
    $
    6,629
    
    
    $
    2,553Long-term debt
    
    
    8,435
    
    
    
    10,387
    
    
    
    (1,952
    )Other long-term liabilities
    
    
    754
    
    
    
    6,259
    
    
    
    (5,505
    )Stockholders equity
    
    
    40,548
    
    
    
    34,936
    
    
    
    5,612Total
    
    $
    58,919
    
    
    $
    58,211
    
    
    $
    708
 Current Assets.
 Property and Equipment, net.
 Current Liabilities.
 Long-term debt-less current portion.
 Other long-term liabilities.
 Liquidity and Capital Resources
  2009
    
    
    2008Net cash provided by (used in) operating activities
    
    $
    4,972
    
    
    $
    (8,598
    )Net cash used in investing activities
    
    
    (1,427
    )
    
    
    (158
    )Net cash provided by (used in) financing activities
    
    
    (1,455
    )
    
    
    1,672Net increase (decrease) in cash and cash equivalents
    
    $
    2,090
    
    
    $
    (7,084
    )
  16




---



##### Table of Contents



Operating Activities
   Assets.
  Liabilities.
  Investing Activities
  Financing Activities
  Exchange Offer.
    17




---



##### Table of Contents



Debt Facilities.
 Securities Purchase.
 Critical Accounting Policies
 Revenue Recognition.
 A Summary of Revenue Recognition Methods Follows:
 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 shipment, based primarily on
criteria of SAB 104
 Long-Lived Asset.
  18




---



##### Table of Contents



CONSOLIDATED RESULTS OF OPERATIONS
 Results of Operations for the Years Ended June 30, 2009 and 2008
  (In thousands, unless otherwise indicated)
    
    2009
    
    
    2008
    
    
    VarianceRevenue
    
    $
    31,985
    
    
    $
    25,544
    
    
    $
    6,441Gross profit
    
    $
    16,262
    
    
    $
    6,004
    
    
    $
    10,258Gross margin percentage
    
    
    51
    %
    
    
    24
    %
    
    
    27
    %Operating expenses
    
    $
    12,090
    
    
    $
    10,736
    
    
    $
    1,354Other
    
    $
    553
    
    
    $
    (31,296
    )
    
    $
    31,849Net income (loss)
    
    $
    4,725
    
    
    $
    (36,028
    )
    
    $
    40,753
  Year Ended June 30,2009
    
    
    2008Revenue
    
    
    100
    %
    
    
    100
    %Cost of revenue
    
    
    49
    %
    
    
    77
    %Gross profit
    
    
    51
    %
    
    
    24
    %Operating expensesSelling, general and administrative expense
    
    
    31
    %
    
    
    36
    %Research and development expense
    
    
    7
    %
    
    
    5
    %Asset impairment charge
    
    
    
    
    
    
    *Total operating expenses
    
    
    38
    %
    
    
    41
    %Gain (loss) from operations
    
    
    13
    %
    
    
    (19
    )%Debt Conversion Expense
    
    
    
    
    
    
    (118
    )%Gain on bond exchange
    
    
    2
    %
    
    
    Interest and Other expense, net
    
    
    (2
    )%
    
    
    (6
    )%Gain (loss) before income taxes
    
    
    13
    %
    
    
    (138
    )%Income tax (expense) benefit
    
    
    2
    %
    
    
    *Net income (loss)
    
    
    15
    %
    
    
    (141
    )%
 *
    
    Represents less than 0.1% of period revenue. Revenue.
  19




---



##### Table of Contents



Year Ended June 30,(In thousands, unless otherwise indicated)
    
    2009
    
    
    2008ASO
    
    $
    31,154
    
    
    $
    15,810Other
    
    
    831
    
    
    
    9,734$
    31,985
    
    
    $
    25,544
 Gross Profit.
 Selling, General and Administrative Expense.
 Research and Development Expense.
 Debt Conversion Expense.
 Gain on bond exchange.
 Interest and Other expense, net.
  20




---



##### Table of Contents



SEGMENT RESULTS OF OPERATIONS
  Year Ended June 30,(In thousands, unless otherwise indicated)
    
    2009
    
    
    2008
    
    
    VarianceRevenue
    
    $
    31,154
    
    
    $
    15,810
    
    
    $
    15,344Gross profit
    
    $
    17,431
    
    
    $
    6,177
    
    
    $
    11,254Gross margin percentage
    
    
    56
    %
    
    
    39
    %
    
    
    17
    %Operating expenses
    
    $
    7,737
    
    
    $
    4,388
    
    
    $
    3,349Other
    
    
    (187
    )
    
    
    174
    
    
    
    (361
    )Net Income
    
    $
    9,507
    
    
    $
    1,963
    
    
    $
    7,544
 Revenue.
 Gross Profit.
 Operating Expenses.
  Year Ended June 30,(In thousands, unless otherwise indicated)
    
    2009
    
    
    2008
    
    
    VarianceRevenue
    
    $
    831
    
    
    $
    9,734
    
    
    $
    (8,903
    )Gross profit (loss)
    
    $
    (1,169
    )
    
    $
    (173
    )
    
    $
    ( 996
    )Gross margin percentage
    
    
    (141
    )%
    
    
    (2
    )%
    
    
    (139
    )%Operating expenses
    
    $
    4,353
    
    
    $
    6,348
    
    
    $
    (1,995
    )Other
    
    
    740
    
    
    
    (31,470
    )
    
    
    (32,210
    )Net (loss)
    
    $
    (4,782
    )
    
    $
    (37,991
    )
    
    $
    33,209
  21




---



##### Table of Contents



Revenue.
 Gross Profit (loss).
 Operating Expenses.
 
 Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk.
  Off-Balance Sheet Arrangements
   22




---



##### Table of Contents



Item 8.
    
    Financial Statements and Supplementary Data.
 
 Report of Independent Registered Public Accounting Firm
       
  23




---



##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
 
   (Audited)June 30,2009
    
    
    2008AssetsCurrent assetsCash and cash equivalents
    
    $
    4,730
    
    
    $
    2,640Accounts receivable, net
    
    
    12,279
    
    
    
    3,872Prepaid expenses and other current assets
    
    
    591
    
    
    
    639Total current assets
    
    
    17,600
    
    
    
    7,151Property and equipment, net
    
    
    40,226
    
    
    
    40,999Restricted cash
    
    
    
    
    
    
    8,386Long term note receivable
    
    
    691
    
    
    
    717Other assets, net
    
    
    402
    
    
    
    958Total assets
    
    $
    58,919
    
    
    $
    58,211Liabilities and Stockholders EquityCurrent liabilitiesTerm note payable
    
    $
    267
    
    
    $
    267Accounts payable
    
    
    2,965
    
    
    
    2,599Deferred revenue
    
    
    3,594
    
    
    
    1,007Accrued liabilities and other
    
    
    2,356
    
    
    
    2,756Total current liabilities
    
    
    9,182
    
    
    
    6,629Advances on construction contract
    
    
    
    
    
    
    4,863Deferred revenue
    
    
    649
    
    
    
    1,227Senior convertible subordinated notes payable  5.5%
    
    
    5,111
    
    
    
    6,861Term note payable, net of current portion
    
    
    3,324
    
    
    
    3,526Other
    
    
    105
    
    
    
    169Total liabilities
    
    
    18,371
    
    
    
    23,275Stockholders equityPreferred stock, no par value, convertible, 2,500,000 authorized shares, 0 issued
and
outstanding shares, at June 30, 2009 and 2008 (liquidation of $12,000)
    
    
    
    
    
    
    Common stock, no par value, 75,000,000 and
75,000,000 shares authorized at June 30,
2009 and 2008 respectively,
16,754,378 and 14,966,038
shares issued at June 30, 2009
and 2008, respectively
    
    
    183,341
    
    
    
    183,306Treasury stock, 311,660 shares at cost
    
    
    (237
    )
    
    
    (117
    )Additional paid-in capital
    
    
    1,663
    
    
    
    691Retained earnings
    
    
    (144,219
    )
    
    
    (148,944
    )Total stockholders equity
    
    
    40,548
    
    
    
    34,936Total liabilities and stockholders equity
    
    $
    58,919
    
    
    $
    58,211
   24




---



##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
 
   Twelve Months Ended June 30,2009
    
    
    2008Revenue
    
    $
    31,985
    
    
    $
    25,544Costs of revenue
    
    
    15,723
    
    
    
    19,540Gross profit
    
    
    16,262
    
    
    
    6,004Operating expensesSelling, general and administrative
    
    
    9,760
    
    
    
    9,148Research and development
    
    
    2,330
    
    
    
    1,375Asset impairment charge
    
    
    
    
    
    
    213Total operating expenses
    
    
    12,090
    
    
    
    10,736Income (loss) from operations
    
    
    4,172
    
    
    
    (4,732
    )Debt conversion expense
    
    
    
    
    
    
    (30,194
    )Gain on bond exchange
    
    
    665
    
    
    
    Interest and other expense, net
    
    
    (622
    )
    
    
    (427
    )Income (loss) before income taxes
    
    
    4,215
    
    
    
    (35,353
    )Income tax benefit (expense)
    
    
    510
    
    
    
    (675
    )Net Income (loss)
    
    $
    4,725
    
    
    $
    (36,028
    )Deemed dividend related to induced conversion of preferred shares
    
    
    
    
    
    
    (3,344
    )Net Income (loss) applicable to common shares
    
    $
    4,725
    
    
    $
    (39,372
    )Net income (loss) per share, basic
    
    $
    0.29
    
    
    $
    (4.26
    )Weighted average common shares outstanding, basic
    
    
    16,365
    
    
    
    9,254Net income (loss) per share, diluted
    
    $
    0.28
    
    
    $
    (4.26
    )Weighted average common shares outstanding, diluted
    
    
    16,904
    
    
    
    9,254
   25




---



##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
 
 
 Treasury
    
    
    Addl.
    
    
    
    
    
    
    TotalConvertible Preferred Stock
    
    
    Common Stock
    
    
    Stock
    
    
    Paid-In-
    
    
    Retained
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    EquityBalance at June 30, 2007
    
    
    1,333
    
    
    $
    11,892
    
    
    
    1,314
    
    
    $
    84,122
    
    
    $
    (117
    )
    
    $
    544
    
    
    $
    (109,572
    )
    
    $
    (13,131
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    147
    
    
    
    
    
    
    
    147Common Stock issued
under private
placements:October 2007
    
    
    
    
    
    
    
    
    
    
    150
    
    
    
    168
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    168June 2008
    
    
    
    
    
    
    
    
    
    
    1,330
    
    
    
    625
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    625Common stock issued in
exchange for
outstanding 5.5% senior
notes
    
    
    
    
    
    
    
    
    
    
    9,723
    
    
    
    70,865
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,865Common stock issued in
exchange for
outstanding 8.0%
subordinated notes
    
    
    
    
    
    
    
    
    
    
    1,348
    
    
    
    12,290
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,290Common stock issued in
exchange for preferred
stock
    
    
    (1,333
    )
    
    
    (11,892
    )
    
    
    1,089
    
    
    
    15,236
    
    
    
    
    
    
    
    
    
    
    
    (3,344
    )
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36,028
    )
    
    
    (36,028
    )Balance at June 30, 2008
    
    
    
    
    
    
    
    
    
    
    14,954
    
    
    $
    183,306
    
    
    $
    (117
    )
    
    $
    691
    
    
    $
    (148,944
    )
    
    $
    34,936Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,763
    
    
    
    
    
    
    
    
    
    
    
    972
    
    
    
    
    
    
    
    972Treasury stock purchase
    
    
    
    
    
    
    
    
    
    
    (312
    )
    
    
    
    
    
    
    (120
    )
    
    
    
    
    
    
    
    
    
    
    (120
    )Exercised options
    
    
    
    
    
    
    
    
    
    
    38
    
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35Net Income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,725
    
    
    
    4,725Balance at June 30, 2009
    
    
    
    
    
    
    
    
    
    
    16,443
    
    
    $
    183,341
    
    
    $
    (237
    )
    
    $
    1,663
    
    
    $
    (144,219
    )
    
    $
    40,548
   26




---



##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
 
   Twelve Months Ended June 30,2009
    
    
    2008Cash flows from operating activitiesNet Income (loss)
    
    $
    4,725
    
    
    $
    (36,028
    )Adjustments to reconcile net income to net cash provided by (used in)
by operating activities:Gain on note repurchase
    
    
    (665
    )
    
    
    Stock-based compensation
    
    
    338
    
    
    
    800Depreciation and amortization
    
    
    2,209
    
    
    
    2,668Other
    
    
    171
    
    
    
    (848
    )Non-cash debt conversion expense
    
    
    
    
    
    
    30,194Changes in assets and liabilities:Restricted cash
    
    
    8,386
    
    
    
    (2,104
    )Accounts receivable
    
    
    (8,407
    )
    
    
    4,352Other assets
    
    
    429
    
    
    
    (231
    )Deferred revenue
    
    
    2,009
    
    
    
    1,081Accounts payable
    
    
    365
    
    
    
    (1,850
    )Accrued subcontracting services
    
    
    
    
    
    
    (3,612
    )Advances for construction contract
    
    
    (4,863
    )
    
    
    (848
    )Customer deposits
    
    
    
    
    
    
    (3,106
    )Other liabilities
    
    
    275
    
    
    
    934Net cash provided by (used in) operating activities
    
    
    4,972
    
    
    
    (8,598
    )Cash flows from investing activitiesPurchases of property, equipment and leasehold improvements
    
    
    (1,427
    )
    
    
    (158
    )Net cash used in investing activities
    
    
    (1,427
    )
    
    
    (158
    )Cash flows from financing activitiesProceeds from issuance of common stock
    
    
    17
    
    
    
    746Payment of junior notes not participating in exchange
    
    
    
    
    
    
    (2,867
    )Senior convertible note repurchase
    
    
    (1,085
    )
    
    
    Term loan (payment) and proceeds
    
    
    (267
    )
    
    
    3,793Purchase of Treasury Stock
    
    
    (120
    )
    
    
    Net cash (used in) provided by financing activities
    
    
    (1,455
    )
    
    
    1,672Net change in cash and cash equivalents
    
    
    2,090
    
    
    
    (7,084
    )Cash and cash equivalents at beginning of period
    
    
    2,640
    
    
    
    9,724Cash and cash equivalents at end of period
    
    $
    4,730
    
    
    $
    2,640Supplemental disclosures of cash flow informationCash paid for interest
    
    $
    569
    
    
    $
    638Cash paid for income taxes
    
    $
    
    
    
    $
    212
   27




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1)
    
    Description of the Company and Operating Environment
   Our Business Units
  Astrotech
Space Operations, Inc.
 Other
 st
  28




---



##### Table of Contents



Liquidity
    (2)
    
    Summary of Significant Accounting Policies
 Principles of Consolidation and Basis of Presentation
  Use of Estimates
  Reclassifications
  Credit Risk
  Revenue Recognition
    29




---



##### Table of Contents



Deferred Revenue
  Research and Development
  Income Taxes
  Net Income (Loss) Per Share
  Cash and Cash Equivalents
  Accounts Receivable
  Restricted Cash
  Property and Equipment
     30




---



##### Table of Contents



Deferred Financing Costs
  Investments in Affiliates
  Impairment of Long-Lived Assets
  Fair Value of Financial Instruments
  Share Based Compensation
  Recent Accounting Pronouncements
    31




---



##### Table of Contents




 Earnings per Share
   32




---



##### Table of Contents




    
    FAS No. 166, Accounting for Transfers of Financial Assets, an amendment of FASB
Statement No. 140, or FAS 166;
    
    FAS No. 167, Amendments to FASB Interpretation No. 46(R),or FAS 167; and
    
    FAS No. 168, The FASB Accounting
Standards Codification and the
Hierarchy of Generally Accepted
Accounting Principles, a replacement
of FASB Statement No. 162, or FAS
168.
   ,  
  33




---



##### Table of Contents



(3)
    
    Accounts Receivable
  2009
    
    
    2008U.S. Government contracts:Billed
    
    $
    6,274
    
    
    $
    757Unbilled
    
    
    4,926
    
    
    
    359Total U.S. Government contracts
    
    $
    11,200
    
    
    $
    1,116Commercial contracts:Billed
    
    $
    254
    
    
    $
    2,078Unbilled
    
    
    825
    
    
    
    678Total commercial contracts
    
    $
    1,079
    
    
    $
    2,756Total accounts receivable
    
    $
    12,279
    
    
    $
    3,872
   (4)
    
    Property & Equipment
  2009
    
    
    2008Flight Assets
    
    $
    49,210
    
    
    $
    49,210Payload Processing Facilities
    
    
    42,652
    
    
    
    42,600Furniture, Fixtures, Equipment & Leasehold Improvements
    
    
    18,810
    
    
    
    18,244Capital Improvements in Progress
    
    
    885
    
    
    
    76Gross Property and Equipment
    
    
    111,557
    
    
    
    110,130Accumulated Depreciation
    
    
    (71,331
    )
    
    
    (69,131
    )Property and Equipment, net
    
    $
    40,226
    
    
    $
    40,999
    34




---



##### Table of Contents



(5)
    
    Long-term Debt
 Revolving Loan Payable
  Convertible Subordinated Notes Payable
   Balance6/30/2009
    
    
    FY10
    
    
    FY11
    
    
    FY12
    
    
    FY13
    
    
    FY14Term Note
    
    $
    3,591
    
    
    $
    267
    
    
    $
    3,324
    
    
    $
    
    
    
    $
    
    
    
    $
    Senior Convertible
Notes Payable 
5.5%
    
    
    5,111
    
    
    
    
    
    
    
    5,111
    
    
    
    
    
    
    
    
    
    
    
    $
    8,702
    
    
    $
    267
    
    
    $
    8,435
    
    
    $
    
    
    
    $
    
    
    
    $
    
  (6)
    
    Fair Value of Financial Instruments
  June 30, 2009
    
    
    June 30, 2008Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueTerm loan payable
    
    $
    3,591
    
    
    $
    3,591
    
    
    $
    3,793
    
    
    $
    3,793Senior convertible notes payable  5.5%
    
    $
    5,111
    
    
    $
    2,650
    
    
    $
    6,861
    
    
    $
    3,775
   35




---



##### Table of Contents



(7)
    
    Business Concentration
  Program Integration and Control
  (8)
    
    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
  2008 Stock Incentive Plan (2008 Plan)
   36




---



##### Table of Contents



Stock Option Activity Summary
  2008 Plan
    
    
    1994 Plan
    
    
    Directors PlanWeighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageShares
    
    
    Exercise
    
    
    Shares
    
    
    Exercise
    
    
    Shares
    
    
    ExerciseOutstanding
    
    
    Price
    
    
    Outstanding
    
    
    Price
    
    
    Outstanding
    
    
    PriceOutstanding at June 30, 2007
    
    
    
    
    
    
    
    
    
    
    80,694
    
    
    
    28.10
    
    
    
    27,000
    
    
    
    20.00Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    4.40Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    (20,094
    )
    
    
    20.56
    
    
    
    (3,500
    )
    
    
    40.00Outstanding at June 30, 2008
    
    
    
    
    
    
    
    
    
    
    60,600
    
    
    
    30.58
    
    
    
    24,500
    
    
    
    16.50Granted
    
    
    1,216,708
    
    
    
    0.41Exercised
    
    
    (37,500
    )
    
    
    0.45Forfeited
    
    
    (105,052
    )
    
    
    0.45
    
    
    
    (5,200
    )
    
    
    14.14
    
    
    
    (3,000
    )
    
    
    14.20Outstanding at June 30, 2009
    
    
    1,074,156
    
    
    
    0.41
    
    
    
    55,400
    
    
    
    32.13
    
    
    
    21,500
    
    
    
    16.82Options exercisable at:June 30, 2007
    
    
    
    
    
    
    
    
    
    
    51,694
    
    
    
    35.90
    
    
    
    24,000
    
    
    
    21.60June 30, 2008
    
    
    
    
    
    
    
    
    
    
    49,800
    
    
    
    34.21
    
    
    
    23,500
    
    
    
    17.01June 30, 2009
    
    
    594,156
    
    
    
    0.43
    
    
    
    52,300
    
    
    
    33.31
    
    
    
    21,500
    
    
    
    16.82Weighted-average fair value
(pursuant to FAS 123R) at
date of grant of options
issued during the fiscal
year endedJune 30, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    3.23June 30, 2009
    
    
    1,216,708
    
    
    
    0.25
 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
    
    
    1,074,156
    
    
    
    5.0
    
    
    
    0.41
    
    
    
    594,156
    
    
    
    0.44$4.40  11.50
    
    
    25,600
    
    
    
    3.9
    
    
    
    8.85
    
    
    
    23,200
    
    
    
    8.58$14.30  26.00
    
    
    19,600
    
    
    
    4.1
    
    
    
    20.64
    
    
    
    18,900
    
    
    
    20.88$34.38  48.75
    
    
    11,700
    
    
    
    1.0
    
    
    
    41.47
    
    
    
    11,700
    
    
    
    41.47$51.25  51.25
    
    
    20,000
    
    
    
    0.0
    
    
    
    51.25
    
    
    
    20,000
    
    
    
    51.25$0.30  51.25
    
    
    1,151,056
    
    
    
    4.9
    
    
    $
    2.24
    
    
    
    667,956
    
    
    $
    3.54
  37




---



##### Table of Contents



Weighted-Weighted-
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateShares Under
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicFixed Options
    
    
    Price
    
    
    Term
    
    
    ValueOutstanding at June 30, 2008
    
    
    85,100
    
    
    
    26.53
    
    
    
    3.6
    
    
    $
    Granted
    
    
    1,216,708
    
    
    
    0.41
    
    
    
    
    
    
    $
    899,846Exercised
    
    
    (37,500
    )
    
    
    0.45
    
    
    
    
    
    
    $
    Forfeited/Expired
    
    
    (113,252
    )
    
    
    1.44
    
    
    
    
    
    
    $
    Outstanding at June 30, 2009
    
    
    1,151,056
    
    
    
    2.23
    
    
    
    4.9
    
    
    $
    Exercisable
    
    
    667,956
    
    
    
    3.53
    
    
    
    2.3
    
    
    $
    Vested at June 30, 2009
    
    
    667,956
    
    
    
    3.53
    
    
    
    2.3
    
    
    $
    
   Other Stock Based Incentive Awards
 
    
    2007 performance shares  We issued 239,900 performance shares in December 2007, that
vest in February 2011, subject to certain events or upon designation by the Compensation
Committee. Termination of employment for any cause is an event of forfeiture. We valued the
2007 performance shares granted at the close of business on the date of grant, and
recognize expense and accrue an incentive compensation liability, pro rata over the vesting
period. Subsequently, 160,500 shares were forfeited.
An expense was incurred in the amount of $32,000 for the year ended June 30, 2009.
    
    Restricted stock grants  In March 2008 the Board of Directors granted 25,000 shares of
restricted stock to each non-employee director of the Company. In February 2009, the Board
of Directors granted 25,000 shares of restricted stock to a newly elected director and
terminated 25,000 shares of unvested restricted stock held by a director who left the Board
of Directors prior to the vesting date. The Restricted Stock vests annually over a period
of four years and unvested shares are forfeited if the Director resigns prior to the
vesting date. In July 2008, the Board of Directors granted a total of 400,000 shares of
restricted stock to its named executive officers. The restricted stock vests 50% in
January 2009, 25% in January 2010, and 25% in January 2011. In the year ended June 30, 2009, we recognized compensation and director fee expense of $0.2 million for
restricted stock grants.
  38




---



##### Table of Contents




    
    Other equity awards  In July 2008, the Board of Directors granted an award of
1,100,000 shares of unrestricted common stock to Mr. Thomas B. Pickens, III, the Companys
Chief Executive Officer, 200,000 shares of unrestricted common stock to Mr. Barry A.
Williamson, then a director, and 150,000 shares of unrestricted common stock to Mr. Mark E.
Adams, a director. Such grants of unrestricted common stock were made from the 2008 Plan
and compensation expense of $0.7 million was recognized in
fiscal year 2009.
 
    
    Special
performance shares  We issued 62,200 performance shares in December 2007, that were to
vest in January, 2009, subject to certain events or upon designation by the Compensation
Committee. The Compensation Committee has subsequently determined that the requirements for
vesting were not met as of January 2009. The Company has therefore terminated the
outstanding performance shares and reflected a recovery of $14,000 previously expensed
costs.
 Fair Value of Stock Based Compensation
  Year ended June 30,2009
    
    
    2008Expected Dividend Yield
    
    
    0
    %
    
    
    0
    %Expected Volatility
    
    
    1.15
    
    
    
    1.14Risk-Free Interest Rates
    
    
    2.7
    %
    
    
    3.58
    %Expected Option Life (in years)
    
    
    3.55
    
    
    
    6.25
  
    
    We estimated volatility using our historical share price performance over the last ten
years. Management believes the historical estimated volatility is materially indicative
of expectations about expected future volatility.
    
    We use the simplified method outlined in SEC Staff Accounting Bulletin No. 107 to
estimate expected lives for options granted.
    
    The risk-free interest rate is based on the U.S. Treasury yield curve 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.
 Cash Based Long Term Incentive Awards
  Securities Repurchase Program
   (9)
    
    Income Taxes
   39




---



##### Table of Contents



Year Ended June 30,2009
    
    
    2008Current:Federal
    
    $
    (202
    )
    
    $
    286State and local
    
    
    (308
    )
    
    
    389Foreign
    
    
    
    
    
    
    (510
    )
    
    
    675Deferred:Federal
    
    
    
    
    
    
    State and local
    
    
    
    
    
    
    Foreign
    
    
    
    
    
    
    Income tax expense (benefit)
    
    $
    (510
    )
    
    $
    675
  Year Ended June 30,2009
    
    
    2008Expected expense (benefit)
    
    $
    1,527
    
    
    $
    (12,020
    )Change in valuation allowance
    
    
    7,426
    
    
    
    (9,988
    )Over-accrual of Federal Tax in prior year
    
    
    (668
    )
    
    
    19Adjustment to deferred tax assets
    
    
    (8,831
    )
    
    
    3,636Debt Exchange
    
    
    (210
    )
    
    
    17,746Bond Interest
    
    
    
    
    
    
    374Expiration of general business credits
    
    
    
    
    
    
    200Other, stock compensation items
    
    
    246
    
    
    
    708Total
    
    $
    (510
    )
    
    $
    675
  2009
    
    
    2008Deferred tax assets:Net operating loss carryforwards
    
    $
    12,500
    
    
    $
    4,507Alternative minimum tax credit carryforwards
    
    
    687
    
    
    
    926Accrued expenses
    
    
    69
    
    
    
    163Deferred gain
    
    
    44
    
    
    
    73Other
    
    
    
    
    
    
    9Total gross deferred tax assets
    
    
    13,300
    
    
    
    5,678Less  valuation allowance
    
    
    (12,975
    )
    
    
    (5,549
    )Net deferred tax assets
    
    
    325
    
    
    
    129Deferred tax liabilities:Property and equipment, principally due to
differences in depreciation
    
    
    (325
    )
    
    
    (91
    )Other
    
    
    
    
    
    
    (38
    )Total gross deferred tax liabilities
    
    
    (325
    )
    
    
    (129
    )Net deferred tax assets (liabilities)
    
    $
    
    
    
    $
    
  40




---



##### Table of Contents



(10)
    
    Net Income (Loss) Per Share
  Year Ended June 30,2009
    
    
    2008Numerator:Net income (loss), basic
    
    $
    4,725
    
    
    $
    (36,028
    )Dilutive convertible debt
    
    
    Dilutive share based payments
    
    
    21Dilutive deemed dividend on preferred shares
    
    
    
    
    
    
    (3,344
    )Net income (loss), diluted
    
    
    4,746
    
    
    $
    (36,028
    )Denominator:Denominator for basic net income (loss) per share
 weighted average common stock outstanding
    
    
    16,365
    
    
    
    9,254Dilutive
common stock equivalents  common
stock options and share-based awards
    
    
    539
    
    
    
    Denominator for diluted net income (loss) per
share weighted average common stock
outstanding and dilutive common stock
equivalents
    
    
    16,904
    
    
    
    9,254Basic net income (loss) per share
    
    $
    0.29
    
    
    $
    (4.26
    )Diluted net income (loss) per share
    
    $
    0.28
    
    
    $
    (4.26
    )
  41




---



##### Table of Contents



(11)
    
    Employee Benefit Plans
  (12)
    
    Commitments and Contingents
 Construction Contract Contingency
  Leases
  OperatingYear ending June 30,
    
    Leases2010
    
    $
    8572011
    
    
    5322012
    
    
    2482013
    
    
    92014
    
    
    2015 and thereafter
    
    
    Subtotal
    
    $
    1,646
    42




---



##### Table of Contents



(13)
    
    Segment Information
   Income (loss)
    
    
    Net Fixed
    
    
    Depreciation &
    
    
    TotalRevenue
    
    
    before income taxes
    
    
    Assets
    
    
    Amortization
    
    
    AssetsASO
    
    $
    31,154
    
    
    $
    9,507
    
    
    $
    39,815
    
    
    $
    2,089
    
    
    $
    52,595Other
    
    
    831
    
    
    
    (5,292
    )
    
    
    411
    
    
    
    120
    
    
    
    6,324$
    31,985
    
    
    $
    4,215
    
    
    $
    40,226
    
    
    $
    2,209
    
    
    $
    58,919
  Income (loss)
    
    
    Net Fixed
    
    
    Depreciation &
    
    
    TotalRevenue
    
    
    before income taxes
    
    
    Assets
    
    
    Amortization
    
    
    AssetsASO
    
    $
    15,810
    
    
    $
    1,963
    
    
    $
    40,602
    
    
    $
    2,121
    
    
    $
    51,246Other
    
    
    9,734
    
    
    
    (37,316
    )
    
    
    397
    
    
    
    547
    
    
    
    6,965$
    25,544
    
    
    $
    (35,353
    )
    
    $
    40,999
    
    
    $
    2,668
    
    
    $
    58,211
 (14)
    
    Related Party Transactions
  Senior Convertible Note Repurchase
  Astrium
  Executive Credit Cards
  Directors Compensation
   43




---



##### Table of Contents



James D. Royston
  (15)
    
    Induced Conversion of Convertible Securities and Reverse Stock Split
     (16)
    
    Sales of Equity Securities
 Commitment Consideration Paid in Stock
    44




---



##### Table of Contents



Private Placement of Common Stock
   (17)
    
    Adverse Event
    (18)
    
    Agreement to Termination of ICC and VCC Leases
  (19)
    
    NASDAQ Listing Qualifications
   (20)
    
    Early Termination of Lease
   45




---



##### Table of Contents



(21)
    
    Early Termination of Cost Plus Award Fee Contract
    (22)
    
    Subsequent Events
 Executive Compensation
  Officer/Director
    
    Restricted Stock Awards
    
    
    Cash BonusThomas B. Pickens, III 
Chief Executive Officer,
Director and Chairman
    
    
    750,000
    
    
    $
    200,000William F. Readdy 
Director
    
    
    110,000
    
    
    $
    Mark E. Adams 
Director
    
    
    160,000
    
    
    $
    John A. Oliva 
Director
    
    
    145,000
    
    
    $
    Sha-Chelle Manning 
Director
    
    
    110,000
    
    
    $
    
  Named Executive Officer
    
    Restricted Stock Awards
    
    
    Cash BonusJohn M. Porter 
Executive Vice President and
Chief Financial Officer
    
    
    300,000
    
    
    $
    100,000Don M. White 
Senior Vice President
    
    
    75,000
    
    
    $
    92,383
  Formation of Board of Directors Executive Committee
   46




---



##### Table of Contents



Shareholder Rights Plan
  Government Facility at VAFB
  
 Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 Item 9A.
    
    Controls and Procedures.
   Managements Report On Internal Control Over Financial Reporting
   
 Item 9B.
    
    Other Information.
   47




---



##### Table of Contents



PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance.
  
 Item 11.
    
    Executive Compensation.
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence.
  
 Item 14.
    
    Principal Accounting Fees and Services.
   48




---



##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits, Financial Statement Schedules.
 (a) The following documents are filed as part of the report:
 1. Financial Statements.
  PageReport of PMB Helin Donovan LLP, Independent Registered Public Accounting Firm
    
    
    23Consolidated Balance Sheets
    
    
    24Consolidated Statements of Operations
    
    
    25Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss)
    
    
    26Consolidated Statements of Cash Flows
    
    
    27Notes to Consolidated Financial Statements
    
    
    283. Exhibits
    
    
    64
  49




---



##### Table of Contents



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).(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)
  50




---



##### Table of Contents



Exhibit No.
    
    
    Description of Exhibit10.5
    
    
    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)10.9
    
    
    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)
  51




---



##### 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)10.25
    
    
    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)
  52




---



##### Table of Contents



Exhibit No.
    
    
    Description of Exhibit10.29
    
    
    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)10.32
    
    
    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)10.40
    
    
    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)
  53




---



##### Table of Contents



Exhibit No.
    
    
    Description of Exhibit10.41
    
    
    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)10.48
    
    
    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).
  54




---



##### 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)(21
    )
    
    
    
    
    
    Astrotech Corporation and Subsidiaries  Subsidiaries of the Registrant(23
    )
    
    
    
    
    
    Consents of Experts and Counsel23.1
    
    
    Consent of PMB Helin Donovan LLP23.2
    
    

Consent
of Grant Thornton LLP (incorporated by reference to Exhibit 23.2
of the Registrants Annual Report on Form 10-K filed with the
Securities and Exchange Commission on September 29, 2008)(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.
  55




---



##### Table of Contents



SIGNATURES
  Astrotech CorporationBy:
    
    /s/ Thomas B. Pickens, IIIThomas B. Pickens, IIIChief Executive OfficerDate: September 28, 2009By:
    
    /s/ John M. PorterJohn M. PorterSenior Vice President,Chief Financial Officer andChief Accounting Officer
   /s/ Thomas B. Pickens, III
    
    Chairman of the Board and
    
    September 28, 2009Thomas B. Pickens, III
    
    Chief Executive Officer/s/ Mark Adams
    
    Director
    
    September 28, 2009Mark Adams/s/ Lance W. Lord
    
    Director
    
    September 28, 2009Lance W. Lord/s/ R. Scott Nieboer
    
    Director
    
    September 28, 2009R. Scott Nieboer/s/ Sha-Chelle Manning
    
    Director
    
    September 28, 2009Sha-Chelle Manning/s/ John A. Oliva
    
    Director
    
    September 28, 2009John A. Oliva/s/ William F. Readdy
    
    Director
    
    September 28, 2009William F. Readdy/s/ John M. Porter
    
    Senior Vice President,
    
    September 28, 2009John M. Porter
    
    Chief Financial Officer andChief Accounting Officer
  56




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitIndex
    
    Description21
    
    
    Subsidiaries of the Registrant23.1
    
    
    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.
  57