##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2010
 OR
 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
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 401 Congress Avenue, Suite 1650
Austin, Texas 78701
 (512) 485-9530
 þ o
 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)
 o þ




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##### 



ASTROTECH CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
 PagePART I: FINANCIAL INFORMATION
    
    
    3ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    
    3ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    17ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    21ITEM 4. CONTROLS AND PROCEDURES
    
    
    21PART II: OTHER INFORMATION
    
    
    22ITEM 1. LEGAL PROCEEDINGS
    
    
    22ITEM 1A. RISK FACTORS
    
    
    22ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    22ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    22ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    22ITEM 5. OTHER INFORMATION
    
    
    22ITEM 6. EXHIBITS
    
    
    22Exhibit 31.1Exhibit 31.2Exhibit 32
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##### Table of Contents



PART I: FINANCIAL INFORMATION
 
 ITEM 1.
    
    Condensed Consolidated Financial Statements
 ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
 December 31,
    
    
    June 30,2010
    
    
    2010(unaudited)AssetsCurrent assetsCash and cash equivalents
    
    $
    7,210
    
    
    $
    8,085Accounts receivable, net
    
    
    2,502
    
    
    
    5,676Short-term note receivable, net
    
    
    
    
    
    
    675Prepaid expenses and other current assets
    
    
    750
    
    
    
    528Total current assets
    
    
    10,462
    
    
    
    14,964Property & equipment, net
    
    
    39,229
    
    
    
    39,920Other assets, net
    
    
    242
    
    
    
    19Long-term note receivable, net
    
    
    675
    
    
    
    Total assets
    
    $
    50,608
    
    
    $
    54,903Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    525
    
    
    $
    859Accrued liabilities
    
    
    1,267
    
    
    
    2,083Deferred revenue
    
    
    1,449
    
    
    
    854Term note payable
    
    
    348
    
    
    
    3,356Senior convertible notes payable- 5.5%
    
    
    
    
    
    
    5,111Other current liabilities
    
    
    36
    
    
    
    78Total current liabilities
    
    
    3,625
    
    
    
    12,341Deferred revenue
    
    
    533
    
    
    
    350Term note payable, net of current portion
    
    
    6,595
    
    
    
    Total liabilities
    
    
    10,753
    
    
    
    12,691Stockholders equityPreferred stock, no par value, convertible, 2,500,000 authorized shares, 0
issued and outstanding shares, at December 31, 2010 and June 30, 2010
    
    
    
    
    
    
    Common stock, no par value, 75,000,000 shares authorized; issued:
18,240,491 shares at December 31, 2010; 17,081,543 shares at June 30, 2010
    
    
    183,699
    
    
    
    183,515Treasury stock, 311,660 shares at cost
    
    
    (237
    )
    
    
    (237
    )Additional paid-in capital
    
    
    1,094
    
    
    
    639Accumulated deficit
    
    
    (146,687
    )
    
    
    (143,959
    )Noncontrolling interest
    
    
    1,986
    
    
    
    2,254Total stockholders equity
    
    
    39,855
    
    
    
    42,212Total liabilities and stockholders equity
    
    $
    50,608
    
    
    $
    54,903
   3




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##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
 Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010
    
    
    2009(unaudited)
    
    
    (unaudited)Revenue
    
    $
    4,641
    
    
    $
    8,080
    
    
    $
    9,947
    
    
    $
    15,842Cost of revenue
    
    
    3,438
    
    
    
    2,674
    
    
    
    6,924
    
    
    
    5,602Gross profit
    
    
    1,203
    
    
    
    5,406
    
    
    
    3,023
    
    
    
    10,240Operating expenses:Selling, general and administrative
    
    
    2,119
    
    
    
    3,270
    
    
    
    4,426
    
    
    
    6,345Research and development
    
    
    883
    
    
    
    328
    
    
    
    1,706
    
    
    
    1,002Total operating expenses
    
    
    3,002
    
    
    
    3,598
    
    
    
    6,132
    
    
    
    7,347Income (loss) from operations
    
    
    (1,799
    )
    
    
    1,808
    
    
    
    (3,109
    )
    
    
    2,893Interest and other expense, net
    
    
    (35
    )
    
    
    (79
    )
    
    
    (138
    )
    
    
    (339
    )Income (loss) before income taxes
    
    
    (1,834
    )
    
    
    1,729
    
    
    
    (3,247
    )
    
    
    2,554Income tax expense
    
    
    (5
    )
    
    
    (50
    )
    
    
    (11
    )
    
    
    (75
    )Net income (loss)
    
    
    (1,839
    )
    
    
    1,679
    
    
    
    (3,258
    )
    
    
    2,479Less: Net loss attributable to
noncontrolling interest
    
    
    (277
    )
    
    
    
    
    
    
    (534
    )
    
    
    Net
income (loss) attributable to
Astrotech Corporation
    
    $
    (1,562
    )
    
    $
    1,679
    
    
    $
    (2,724
    )
    
    $
    2,479Net income
(loss) per share attributable to
Astrotech Corporation, basic
    
    $
    (0.09
    )
    
    $
    0.10
    
    
    $
    (0.15
    )
    
    $
    0.15Weighted average common shares
outstanding, basic
    
    
    17,853
    
    
    
    16,534
    
    
    
    17,627
    
    
    
    16,504Net income
(loss) per share attributable to
Astrotech Corporation, diluted
    
    $
    (0.09
    )
    
    $
    0.09
    
    
    $
    (0.15
    )
    
    $
    0.14Weighted average common shares
outstanding, diluted
    
    
    17,853
    
    
    
    18,590
    
    
    
    17,627
    
    
    
    17,897
   4




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ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
 Six Months EndedDecember 31,2010
    
    
    2009(unaudited)Cash flows from operating activitiesNet income (loss)
    
    $
    (3,258
    )
    
    $
    2,479Adjustments to reconcile net income (loss) to net cash provided by
operating activities:Stock-based compensation
    
    
    777
    
    
    
    333Depreciation and amortization
    
    
    1,104
    
    
    
    1,066Other
    
    
    10
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    3,174
    
    
    
    2,871Deferred revenue
    
    
    778
    
    
    
    (625
    )Accounts payable
    
    
    (334
    )
    
    
    (2,407
    )Advances for construction contract
    
    
    
    
    
    
    411Other assets and liabilities
    
    
    (1,331
    )
    
    
    (539
    )Net cash provided by operating activities
    
    
    920
    
    
    
    3,589Cash flows from investing activitiesPurchases of property, equipment and leasehold improvements
    
    
    (413
    )
    
    
    (1,185
    )Net cash used in investing activities
    
    
    (413
    )
    
    
    (1,185
    )Cash flows from financing activitiesTerm loan repayment
    
    
    (3,356
    )
    
    
    (117
    )Senior convertible notes repayment
    
    
    (5,111
    )
    
    
    Proceeds from term loan
    
    
    6,943
    
    
    
    Proceeds from issuance of common stock
    
    
    142
    
    
    
    29Net cash used in financing activities
    
    
    (1,382
    )
    
    
    (88
    )Net change in cash and cash equivalents
    
    
    (875
    )
    
    
    2,316Cash and cash equivalents at beginning of period
    
    
    8,085
    
    
    
    4,730Cash and cash equivalents at end of period
    
    
    7,210
    
    
    
    7,046Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    215
    
    
    $
    234Cash paid for income taxes
    
    $
    
    
    
    $
    
   5




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##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
 Notes to Unaudited Condensed Consolidated Financial Statements
 (1) Description of the Company and Operating Environment
  st st
 Our Business Units
 Astrotech Space Operations (ASO)
  Spacetech
 st st st
 (2) Basis of Presentation
   6




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##### Table of Contents



(3) Noncontrolling Interest
 st
 (In thousands)Beginning balance at June 30, 2010
    
    $
    2,254Net loss attributable to noncontrolling interest
    
    
    (534
    )Capital contribution
    
    
    213Stock based compensation
    
    
    53Ending balance at December 31, 2010
    
    $
    1,986
 st
 (4) Net Income (Loss) per Share
  Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Numerator:Net income (loss) attributable to Astrotech Corporation,
basic and diluted
    
    $
    (1,562
    )
    
    $
    1,679
    
    
    $
    (2,724
    )
    
    $
    2,479Denominator:Denominator
for basic net income (loss) per share attributable to Astrotech Corporation 
weighted average common stock outstanding
    
    
    17,853
    
    
    
    16,534
    
    
    
    17,627
    
    
    
    16,504Dilutive common stock equivalents  common
stock options and share-based awards
    
    
    
    
    
    
    2,056
    
    
    
    
    
    
    
    1,393Denominator
for diluted net income (loss) per
share attributable to Astrotech Corporation  weighted average common stock outstanding and
dilutive common stock equivalents
    
    
    17,853
    
    
    
    18,590
    
    
    
    17,627
    
    
    
    17,897Basic net
income (loss) per share attributable to Astrotech Corporation
    
    $
    (0.09
    )
    
    $
    0.10
    
    
    $
    (0.15
    )
    
    $
    0.15Diluted net
income (loss) per share attributable to Astrotech Corporation
    
    $
    (0.09
    )
    
    $
    0.09
    
    
    $
    (0.15
    )
    
    $
    0.14
  7




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##### Table of Contents



(5) 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
    
    Reimbursable costs incurred
as related research and
development expenses are
incurred
   8




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##### Table of Contents



(6) Debt
 Credit Facilities
    Senior Convertible Notes
  (7) Fair Value Measurement
       9




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##### Table of Contents



December 31, 2010
    
    
    June 30, 2010Carrying
    
    
    Fair
    
    
    Carrying
    
    
    Fair
    
    
    ValuationAmount
    
    
    Value
    
    
    Amount
    
    
    Value
    
    
    InputsDebt
    
    $
    6,943
    
    
    $
    6,943
    
    
    $
    3,356
    
    
    $
    3,356
    
    
    Level 2Senior convertible
notes payable 
5.5%
    
    
    
    
    
    
    
    
    
    
    5,111
    
    
    
    4,808
    
    
    Level 1$
    6,943
    
    
    $
    6,943
    
    
    $
    8,467
    
    
    $
    8,164
  (8) Business and Credit Risk Concentration
   (9) Segment Information
   Six Months Ended
    
    
    Six Months EndedDecember 31, 2010
    
    
    December 31, 2009Revenue and Income (Loss)
    
    
    
    
    
    Income (loss)
    
    
    
    
    
    
    Income (loss)(in thousands)
    
    Revenue
    
    
    before income taxes
    
    
    Revenue
    
    
    before income taxesASO
    
    $
    9,860
    
    
    $
    233
    
    
    $
    15,842
    
    
    $
    5,679Spacetech
    
    $
    87
    
    
    $
    (3,480
    )
    
    $
    
    
    
    $
    (3,125
    )$
    9,947
    
    
    $
    (3,247
    )
    
    $
    15,842
    
    
    $
    2,554
 Assets
    
    December 31, 2010
    
    
    June 30, 2010(in thousands)
    
    Fixed Assets, net
    
    
    Total Assets
    
    
    Fixed Assets, net
    
    
    Total AssetsASO
    
    $
    38,909
    
    
    $
    47,207
    
    
    $
    39,670
    
    
    $
    48,670Spacetech
    
    $
    320
    
    
    $
    3,401
    
    
    $
    250
    
    
    $
    6,233$
    39,229
    
    
    $
    50,608
    
    
    $
    39,920
    
    
    $
    54,903
  10




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##### Table of Contents



(10) State of Texas Funding
 st st st st
 st
 st st st st st
  (11) Equity and Other Long Term Incentive Plans
  st st
  Equity Grants
   11




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##### Table of Contents



Stock Options
   Shares
    
    
    Weighted Average(in thousands)
    
    
    Exercise PriceOutstanding at September 30, 2010
    
    
    404
    
    
    $
    1.81Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Cancelled or expired
    
    
    (8
    )
    
    
    13.05Outstanding at December 31, 2010
    
    
    396
    
    
    $
    1.59
  Shares
    
    
    Weighted Average(in thousands)
    
    
    Exercise PriceOutstanding at June 30, 2010
    
    
    745
    
    
    $
    1.45Granted
    
    
    
    
    
    
    Exercised
    
    
    (329
    )
    
    
    0.43Cancelled or expired
    
    
    (20
    )
    
    
    15.20Outstanding at December 31, 2010
    
    
    396
    
    
    $
    1.59
 Restricted Stock
   WeightedAverageShares
    
    
    Grant-Date(in thousands)
    
    
    Fair ValueNon-vested at September 30, 2010
    
    
    1,673
    
    
    $
    1.13Granted
    
    
    
    
    
    
    Vested
    
    
    (276
    )
    
    
    1.14Cancelled or expired
    
    
    
    
    
    
    Non-vested at December 31, 2010
    
    
    1,397
    
    
    $
    1.13
  WeightedAverageShares
    
    
    Grant-Date(in thousands)
    
    
    Fair ValueNon-vested at June 30, 2010
    
    
    2,336
    
    
    $
    1.17Granted
    
    
    
    
    
    
    Vested
    
    
    (849
    )
    
    
    1.15Cancelled or expired
    
    
    (90
    )
    
    
    1.85Non-vested at December 31, 2010
    
    
    1,397
    
    
    $
    1.13
  12




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Restricted Stock 1 st Detect
  st
 WeightedAverageGrant-DateShares
    
    
    Fair ValueNon-vested at September 30, 2010
    
    
    1,180
    
    
    $
    212.00Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Cancelled or expired
    
    
    
    
    
    
    Non-vested at December 31, 2010
    
    
    1,180
    
    
    $
    212.00
 st
 WeightedAverageGrant-DateShares
    
    
    Fair ValueNon-vested at June 30, 2010
    
    
    1,180
    
    
    $
    212.00Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Cancelled or expired
    
    
    
    
    
    
    Non-vested at December 31, 2010
    
    
    1,180
    
    
    $
    212.00
 Restricted Stock Astrogenetix
   WeightedAverageGrant-DateShares
    
    
    Fair ValueNon-vested at September 30, 2010
    
    
    1,250
    
    
    $
    167.00Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Cancelled or expired
    
    
    
    
    
    
    Non-vested at December 31, 2010
    
    
    1,250
    
    
    $
    167.00
  13




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WeightedAverageGrant-DateShares
    
    
    Fair ValueNon-vested at June 30, 2010
    
    
    1,550
    
    
    $
    167.00Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Cancelled or expired
    
    
    300
    
    
    
    167.00Non-vested at December 31, 2010
    
    
    1,250
    
    
    $
    167.00
 (12) Income Taxes
     (13) Early Termination of Cost Plus Award Fee Contract
  (14) Purchase of Common Stock
   14




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(15) Board of Director Resignation
  (16) Related Party Transactions
 Director Compensation
  Executive Compensation
 st .
 st st
 st
      15




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##### 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;
    
    Delays in the timing of performance of contracts;
    
    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 U.S. Government 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 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, including access to, and use of,
the International Space Station; and
    
    Risks described in the Risk Factors section of our 2010 Form 10-K.
   16




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##### Table of Contents



ITEM 2.
    
    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.
    
    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 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.
  17




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Spacetech
 st st st st
 Critical Accounting Policies
   Results of Operation
 Three months ended December 31, 2010 compared to three months ended December 31, 2009
  Three Months EndedDecember 31,2010
    
    
    2009Revenue
    
    $
    4,641
    
    
    $
    8,080Gross profit
    
    
    1,203
    
    
    
    5,406Gross margin
    
    
    26
    %
    
    
    67
    %Selling, general and administrative
    
    
    2,119
    
    
    
    3,270Research and development
    
    
    883
    
    
    
    328Operating expenses
    
    $
    3,002
    
    
    $
    3,598Interest and other expense, net
    
    
    (35
    )
    
    
    (79
    )Income tax expense
    
    
    (5
    )
    
    
    (50
    )Consolidated net income (loss)
    
    $
    (1,839
    )
    
    $
    1,679Less: Net
loss attributable to noncontrolling interest
    
    
    (277
    )
    
    
    Net
income (loss) attributable to Astrotech Corporation
    
    $
    (1,562
    )
    
    $
    1,679
  18




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Revenue.
 Gross Profit.
 Selling, General and Administrative Expense.
 Research and Development Expense. st
 Six months ended December 31, 2010 compared to six months ended December 31, 2009
  Six Months EndedDecember 31,2010
    
    
    2009Revenue
    
    $
    9,947
    
    
    $
    15,842Gross profit
    
    
    3,023
    
    
    
    10,240Gross margin
    
    
    30
    %
    
    
    65
    %Selling, general and administrative
    
    
    4,426
    
    
    
    6,345Research and development
    
    
    1,706
    
    
    
    1,002Operating expenses
    
    $
    6,132
    
    
    $
    7,347Interest and other expense, net
    
    
    (138
    )
    
    
    (339
    )Income tax expense
    
    
    (11
    )
    
    
    (75
    )Consolidated net income (loss)
    
    $
    (3,258
    )
    
    $
    2,479Less: Net
loss attributable to noncontrolling interest
    
    
    (534
    )
    
    
    Net income (loss) attributable to Astrotech Corporation
    
    $
    (2,724
    )
    
    $
    2,479
 Revenue.
 Gross Profit.
 Selling, General and Administrative Expense.
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Research and Development Expense. st
 Interest and Other Expense, net.
 Liquidity and Capital Resources
   Six Months EndedDecember 31,2010
    
    
    2009Net cash provided by operating activities
    
    $
    920
    
    
    $
    3,589Net cash used in investing activities
    
    
    (413
    )
    
    
    (1,185
    )Net cash used in financing activities
    
    
    (1,382
    )
    
    
    (88
    )Net change in cash and cash equivalents
    
    $
    (875
    )
    
    $
    2,316
 Operating Activities
   Assets.
 Liabilities.
 Investing Activities
  Financing Activities
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Credit
Facilities.
   Senior Convertible Notes.
 Income Taxes
     Off-Balance Sheet Arrangements
  
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4.
    
    CONTROLS AND PROCEDURES
 (a) Evaluation of Disclosure Controls and Procedures
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##### Table of Contents



(b) Changes in Internal Control over Financial Reporting
  
 PART II: OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
  
 ITEM 1A.
    
    RISK FACTORS
  
 ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 5.
    
    OTHER INFORMATIONNot applicable.
 
 ITEM 6.
    
    EXHIBITS
  Exhibit No.
    
    Description10
    
    
    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. (filed as
Exhibit 10.1 to the Registrants Report on Form 8-K, filed on October 26, 2010 and incorporated herein by reference).31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934.31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934.32
    
    
    Certification Pursuant to Rule 13a-14(b) of the Securities and Exchange Act of 1934.
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Astrotech CorporationDate: February 4, 2011
    /s/ Thomas B. Pickens, IIIThomas B. Pickens, IIIChief Executive Officer/s/ John M. PorterJohn M. PorterSenior Vice President and
Chief Financial Officer  23