##### 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 March 31, 2011
 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
 Yes þ No o
 Yes o No 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




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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
    
    
    22ITEM 4. CONTROLS AND PROCEDURES
    
    
    22PART 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
    
    
    23ITEM 5. OTHER INFORMATION
    
    
    23ITEM 6. EXHIBITS
    
    
    23Exhibit 31.1Exhibit 31.2Exhibit 32
   2




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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
 March 31,
    
    
    June 30,2011
    
    
    2010(unaudited)AssetsCurrent assetsCash and cash equivalents
    
    $
    7,489
    
    
    $
    8,085Accounts receivable, net
    
    
    3,018
    
    
    
    5,676Short-term note receivable, net
    
    
    
    
    
    
    675Prepaid expenses and other current assets
    
    
    1,098
    
    
    
    528Total current assets
    
    
    11,605
    
    
    
    14,964Property & equipment, net
    
    
    38,867
    
    
    
    39,920Other assets, net
    
    
    212
    
    
    
    19Long-term note receivable, net
    
    
    675
    
    
    
    Total assets
    
    $
    51,359
    
    
    $
    54,903Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    786
    
    
    $
    859Accrued liabilities
    
    
    1,452
    
    
    
    2,083Deferred revenue
    
    
    2,413
    
    
    
    854Term note payable
    
    
    348
    
    
    
    3,356Senior convertible notes payable- 5.5%
    
    
    
    
    
    
    5,111Other current liabilities
    
    
    
    
    
    
    78Total current liabilities
    
    
    4,999
    
    
    
    12,341Deferred revenue
    
    
    533
    
    
    
    350Term note payable, net of current portion
    
    
    6,508
    
    
    
    Total liabilities
    
    
    12,040
    
    
    
    12,691Stockholders equityPreferred stock, no par value, convertible, 2,500,000 authorized shares, 0
issued and outstanding shares, at March 31, 2011 and June 30, 2010
    
    
    
    
    
    
    Common stock, no par value, 75,000,000 shares authorized; issued: 18,331,325
at March 31, 2011; 17,081,543 shares at June 30, 2010
    
    
    183,712
    
    
    
    183,515Treasury stock, 311,660 shares at cost
    
    
    (237
    )
    
    
    (237
    )Additional paid-in capital
    
    
    1,104
    
    
    
    639Accumulated deficit
    
    
    (147,129
    )
    
    
    (143,959
    )Noncontrolling interest
    
    
    1,869
    
    
    
    2,254Total stockholders equity
    
    
    39,319
    
    
    
    42,212Total liabilities and stockholders equity
    
    $
    51,359
    
    
    $
    54,903
   3




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##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
 Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2011
    
    
    2010
    
    
    2011
    
    
    2010(unaudited)
    
    
    (unaudited)Revenue
    
    $
    5,720
    
    
    
    6,647
    
    
    $
    15,667
    
    
    $
    22,489Cost of revenue
    
    
    3,142
    
    
    
    3,360
    
    
    
    10,066
    
    
    
    8,962Gross profit
    
    
    2,578
    
    
    
    3,287
    
    
    
    5,601
    
    
    
    13,527Operating expenses:Selling, general and administrative
    
    
    1,941
    
    
    
    3,170
    
    
    
    6,367
    
    
    
    9,515Research and development
    
    
    1,256
    
    
    
    1,117
    
    
    
    2,962
    
    
    
    2,119Total operating expenses
    
    
    3,197
    
    
    
    4,287
    
    
    
    9,329
    
    
    
    11,634Income (loss) from operations
    
    
    (619
    )
    
    
    (1,000
    )
    
    
    (3,728
    )
    
    
    1,893Interest and other expense, net
    
    
    (70
    )
    
    
    (26
    )
    
    
    (208
    )
    
    
    (366
    )Income (loss) before income taxes
    
    
    (689
    )
    
    
    (1,026
    )
    
    
    (3,936
    )
    
    
    1,527Income tax expense
    
    
    (5
    )
    
    
    53
    
    
    
    (16
    )
    
    
    (22
    )Net income (loss)
    
    
    (694
    )
    
    
    (973
    )
    
    
    (3,952
    )
    
    
    1,505Less: Net loss attributable to
noncontrolling interest
    
    
    (248
    )
    
    
    (326
    )
    
    
    (781
    )
    
    
    (326
    )Net income (loss) attributable to Astrotech
Corporation
    
    $
    (446
    )
    
    $
    (647
    )
    
    $
    (3,171
    )
    
    $
    1,831Net income (loss) per share attributable to
Astrotech Corporation, basic
    
    $
    (0.02
    )
    
    $
    (0.04
    )
    
    $
    (0.18
    )
    
    $
    0.11Weighted average common shares outstanding,
basic
    
    
    17,958
    
    
    
    16,610
    
    
    
    17,744
    
    
    
    16,531Net income (loss) per share attributable to
Astrotech Corporation, diluted
    
    $
    (0.02
    )
    
    $
    (0.04
    )
    
    $
    (0.18
    )
    
    $
    0.10Weighted average common shares outstanding,
diluted
    
    
    17,958
    
    
    
    16,610
    
    
    
    17,744
    
    
    
    18,278
   4




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##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
 Nine Months EndedMarch 31,2011
    
    
    2010(unaudited)Cash flows from operating activitiesNet income (loss)
    
    $
    (3,952
    )
    
    $
    1,505Adjustments to reconcile net income (loss) to net cash provided by operating
activities:Stock-based compensation
    
    
    927
    
    
    
    753Depreciation and amortization
    
    
    1,674
    
    
    
    1,601Other
    
    
    23
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    2,658
    
    
    
    4,009Deferred revenue
    
    
    1,742
    
    
    
    (2,374
    )Accounts payable
    
    
    (73
    )
    
    
    (2,315
    )Other assets and liabilities
    
    
    (1,511
    )
    
    
    (184
    )Net cash provided by operating activities
    
    
    1,488
    
    
    
    2,995Cash flows from investing activitiesPurchases of property, equipment and leasehold improvements
    
    
    (621
    )
    
    
    (1,347
    )Net cash used in investing activities
    
    
    (621
    )
    
    
    (1,347
    )Cash flows from financing activitiesTerm loan repayment
    
    
    (3,356
    )
    
    
    (200
    )Senior convertible notes repayment
    
    
    (5,111
    )
    
    
    Proceeds from term loan
    
    
    6,943
    
    
    
    Proceeds from issuance of common stock
    
    
    148
    
    
    
    75Term loan payment
    
    
    (87
    )
    
    
    Net cash used in financing activities
    
    
    (1,463
    )
    
    
    (125
    )Net change in cash and cash equivalents
    
    
    (596
    )
    
    
    1,523Cash and cash equivalents at beginning of period
    
    
    8,085
    
    
    
    4,730Cash and cash equivalents at end of period
    
    
    7,489
    
    
    
    6,253Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    297
    
    
    
    278
   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
    
    
    (781
    )Capital contribution
    
    
    348Stock based compensation
    
    
    48Ending balance at March 31, 2011
    
    $
    1,869
 st
 (4) Net Income (Loss) per Share
  (In thousands), except per share data:Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2011
    
    
    2010
    
    
    2011
    
    
    2010Numerator:Net income
(loss)
attributable to
Astrotech
Corporation,
basic and
diluted
    
    $
    (446
    )
    
    $
    (647
    )
    
    $
    (3,171
    )
    
    $
    1,831Denominator:Denominator for
basic net
income (loss)
per share
attributable to
Astrotech
Corporation
weighted
average common
stock
outstanding
    
    
    17,958
    
    
    
    16,610
    
    
    
    17,744
    
    
    
    16,531Dilutive
common stock
equivalents 
common stock
options and
share-based
awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,747Denominator for
diluted net
income (loss)
per share
attributable to
Astrotech
Corporation
weighted
average common
stock
outstanding and
dilutive common
stock
equivalents
    
    
    17,958
    
    
    
    16,610
    
    
    
    17,744
    
    
    
    18,278Basic net
income (loss)
per share
attributable to
Astrotech
Corporation
    
    $
    (0.02
    )
    
    $
    (0.04
    )
    
    $
    (0.18
    )
    
    $
    0.11Diluted net
income (loss)
per share
attributable
to Astrotech
Corporation
    
    $
    (0.02
    )
    
    $
    (0.04
    )
    
    $
    (0.18
    )
    
    $
    0.10
  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
    
    As costs are incurred for related research and development expenses
   8




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(6) Debt
 Credit Facilities
    Senior Convertible Notes
  (7) Fair Value Measurement
       March 31, 2011
    
    
    June 30, 2010Carrying
    
    
    Fair
    
    
    Carrying
    
    
    Fair
    
    
    ValuationAmount
    
    
    Value
    
    
    Amount
    
    
    Value
    
    
    InputsDebt
    
    $
    6,856
    
    
    $
    6,856
    
    
    $
    3,356
    
    
    $
    3,356
    
    
    Level 2Senior convertible notes payable  5.5%
    
    
    
    
    
    
    
    
    
    
    5,111
    
    
    
    4,808
    
    
    Level 1$
    6,856
    
    
    $
    6,856
    
    
    $
    8,467
    
    
    $
    8,164
  (8) Business and Credit Risk Concentration
   9




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##### Table of Contents



(9) Segment Information
   Nine Months Ended
    
    
    Nine Months EndedMarch 31, 2011
    
    
    March 31, 2010Revenue and Income
    
    
    
    
    
    Income (loss)
    
    
    
    
    
    
    Income (loss)(in thousands)
    
    Revenue
    
    
    before income taxes
    
    
    Revenue
    
    
    before income taxesASO
    
    $
    15,435
    
    
    
    1,107
    
    
    $
    22,489
    
    
    
    6,546Spacetech
    
    $
    232
    
    
    
    (5,043
    )
    
    $
    
    
    
    
    (5,019
    )$
    15,667
    
    
    
    (3,936
    )
    
    $
    22,489
    
    
    
    1,527
 Assets
    
    March 31, 2011
    
    
    June 30, 2010(in thousands)
    
    Fixed Assets, net
    
    
    Total Assets
    
    
    Fixed Assets, net
    
    
    Total AssetsASO
    
    $
    38,494
    
    
    
    49,193
    
    
    $
    39,670
    
    
    
    48,670Spacetech
    
    $
    373
    
    
    
    2,166
    
    
    $
    250
    
    
    
    6,233$
    38,867
    
    
    
    51,359
    
    
    $
    39,920
    
    
    
    54,903
 (10) State of Texas Funding
 st st st st
 st
 st st st st st
   10




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##### Table of Contents



(11) Equity and Other Long Term Incentive Plans
  st
  Equity Grants
  Stock Options
   Shares
    
    
    Weighted Average(in thousands)
    
    
    Exercise PriceOutstanding at December 31, 2010
    
    
    396
    
    
    $
    1.59Granted
    
    
    
    
    
    
    Exercised
    
    
    (15
    )
    
    
    0.35Cancelled or expired
    
    
    (4
    )
    
    
    34.38Outstanding at March 31, 2011
    
    
    377
    
    
    $
    1.28
  Shares
    
    
    Weighted Average(in thousands)
    
    
    Exercise PriceOutstanding at June 30, 2010
    
    
    745
    
    
    $
    1.45Granted
    
    
    
    
    
    
    Exercised
    
    
    (344
    )
    
    
    0.43Cancelled or expired
    
    
    (24
    )
    
    
    18.43Outstanding at March 31, 2011
    
    
    377
    
    
    $
    1.28
  11




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##### Table of Contents



Restricted Stock
   WeightedAverageShares
    
    
    Grant-Date(in thousands)
    
    
    Fair ValueNon-vested at December 31, 2010
    
    
    1,397
    
    
    $
    1.13Granted
    
    
    
    
    
    
    Issued
    
    
    61
    
    
    
    1.24Vested
    
    
    (76
    )
    
    
    1.02Cancelled or expired
    
    
    
    
    
    
    Non-vested at March 31, 2011
    
    
    1,382
    
    
    $
    1.14
  WeightedAverageShares
    
    
    Grant-Date(in thousands)
    
    
    Fair ValueNon-vested at June 30, 2010
    
    
    2,336
    
    
    $
    1.17Granted
    
    
    
    
    
    
    Issued
    
    
    61
    
    
    
    1.24Vested
    
    
    (925
    )
    
    
    1.14Cancelled or expired
    
    
    (90
    )
    
    
    1.85Non-vested at March 31, 2011
    
    
    1,382
    
    
    $
    1.14
 Restricted Stock 1st Detect
  st
 WeightedAverageGrant-DateShares
    
    
    Fair ValueNon-vested at December 31, 2010
    
    
    1,180
    
    
    $
    212.00Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Cancelled or expired
    
    
    
    
    
    
    Non-vested at March 31, 2011
    
    
    1,180
    
    
    $
    212.00
  12




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##### Table of Contents



st
 WeightedAverageGrant-DateShares
    
    
    Fair ValueNon-vested at June 30, 2010
    
    
    1,180
    
    
    $
    212.00Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Cancelled or expired
    
    
    
    
    
    
    Non-vested at March 31, 2011
    
    
    1,180
    
    
    $
    212.00
 Restricted Stock Astrogenetix
   WeightedAverageGrant-DateShares
    
    
    Fair ValueNon-vested at December 31, 2010
    
    
    1,250
    
    
    $
    167.00Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Cancelled or expired
    
    
    
    
    
    
    Non-vested at March 31, 2011
    
    
    1,250
    
    
    $
    167.00
  WeightedAverageGrant-DateShares
    
    
    Fair ValueNon-vested at June 30, 2010
    
    
    1,550
    
    
    $
    167.00Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Cancelled or expired
    
    
    (300
    )
    
    
    167.00Non-vested at March 31, 2011
    
    
    1,250
    
    
    $
    167.00
 (12) Income Taxes
  Income Taxes
  13




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##### Table of Contents



(13) Early Termination of Cost Plus Award Fee Contract
  (14) Purchase of Common Stock
   (15) Board of Director Resignation
  (16) Related Party Transactions
 Director Compensation
  Executive Compensation
 st .
 st st
  14




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st
     (17) Subsequent Events
      15




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FORWARD-LOOKING STATEMENTS
  
    
    The effect of economic
conditions in the United States or other space faring nations that could impact our
ability to access space and support or gain customers;
    
    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
Annual Report on 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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##### Table of Contents



Spacetech
 st st st st
 Critical Accounting Policies
   Results of Operation
 Three months ended March 31, 2011 compared to three months ended March 31, 2010
  Three Months EndedMarch 31,2011
    
    
    2010Revenue
    
    $
    5,720
    
    
    $
    6,647Gross profit
    
    
    2,578
    
    
    
    3,287Gross margin
    
    
    45
    %
    
    
    49
    %Selling, general and administrative
    
    
    1,941
    
    
    
    3,170Research and development
    
    
    1,256
    
    
    
    1,117Operating expenses
    
    $
    3,197
    
    
    $
    4,287Interest and other expense, net
    
    
    (70
    )
    
    
    (26
    )Income tax (expense) benefit
    
    
    (5
    )
    
    
    53Consolidated net loss
    
    $
    (694
    )
    
    $
    (973
    )Less: Net loss attributable to noncontrolling interest
    
    
    (248
    )
    
    
    (326
    )Net loss attributable to Astrotech Corporation
    
    $
    (446
    )
    
    $
    (647
    )
  18




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##### Table of Contents



Revenue.
 Gross Profit.
 Selling, General and Administrative Expense.
 Research and Development Expense. st
 Nine months ended March 31, 2011 compared to nine months ended March 31, 2010
  Nine Months EndedMarch 31,2011
    
    
    2010Revenue
    
    $
    15,667
    
    
    $
    22,489Gross profit
    
    
    5,601
    
    
    
    13,527Gross margin
    
    
    36
    %
    
    
    60
    %Selling, general and administrative
    
    
    6,367
    
    
    
    9,515Research and development
    
    
    2,962
    
    
    
    2,119Operating expenses
    
    $
    9,329
    
    
    $
    11,634Interest and other expense, net
    
    
    (208
    )
    
    
    (366
    )Income tax expense
    
    
    (16
    )
    
    
    (22
    )Consolidated net income (loss)
    
    $
    (3,952
    )
    
    $
    1,505Less: Net loss attributable to noncontrolling interest
    
    
    (781
    )
    
    
    (326
    )Net income (loss) attributable to Astrotech Corporation
    
    $
    (3,171
    )
    
    $
    1,831
 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
   Nine Months EndedMarch 31,2011
    
    
    2010Net cash provided by operating activities
    
    $
    1,488
    
    
    $
    2,995Net cash used in investing activities
    
    
    (621
    )
    
    
    (1,347
    )Net cash used in financing activities
    
    
    (1,463
    )
    
    
    (125
    )Net change in cash and cash equivalents
    
    $
    (596
    )
    
    $
    1,523
 Operating Activities
   Assets.
 Liabilities.
 Investing Activities
  Financing Activities
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##### Table of Contents



Credit Facilities.
   Senior Convertible Notes.
 Income Taxes
  Income Taxes
  
 Off-Balance Sheet Arrangements
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##### Table of Contents



ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4.
    
    CONTROLS AND PROCEDURES
 (a) Evaluation of Disclosure Controls and Procedures
  (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
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##### Table of Contents



ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  1)
    
    To elect six directors to the Board of Directors of the Company to serve for the respective
terms prescribed by the Companys bylaws. All director nominees were duly elected.Thomas B. Pickens III
Mark E. Adams
John A. Olivia
William F. Readdy
Sha-Chelle Manning
Daniel T. Russler, Jr.2)
    
    Ratification of the appointment of Ernst & Young, LLP as independent registered public
accountants for the Companys fiscal year ending June 30, 2011. This proposal was approved.3)
    
    To approve the Astrotech Corporation 2011 Stock Incentive Plan. This proposal was
approved.4)
    
    To approve the Companys reincorporation from Washington state to Delaware. This proposal
was approved.Although the Company obtained approval from the holders of the required number of shares to
approve the reincorporation, the holders of certain shares have asserted dissenters rights
under Washington law. If the reincorporation is effected, the Company may be required to pay
these dissenting shareholders the fair value of their shares. In light of this, the Board of
Directors of the Company has determined that, unless the assertion of dissenters rights is
withdrawn, the reincorporation should not be effected at this time.
 
 ITEM 5.
    
    OTHER INFORMATION
  
 ITEM 6.
    
    EXHIBITS
  Exhibit No.

    
    Description31.1
    
    
    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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##### Table of Contents



Astrotech CorporationDate: May 2, 2011
    
    /s/ Thomas B. Pickens, III

Thomas B. Pickens, IIIChief Executive Officer/s/ John M. Porter

John M. PorterSenior Vice President andChief Financial Officer
  24