8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2011

Astrotech Corporation

(Exact name of registrant as specified in its charter)

Washington	001-34426	91-1273737
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 Congress Ave. Suite 1650 Austin, Texas	78701
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (512) 485-9530

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On February 4, 2011, Astrotech Corporation issued a press release announcing its results of operations for its second quarter ended December 31, 2010. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release, dated February 4, 2011, issued by Astrotech Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 4, 2011	ASTROTECH CORPORATION
	By:	/s/ Thomas B. Pickens, III
		Name:	Thomas B. Pickens, III
		Title:	Chairman of the Board and Chief Executive Officer

EXHIBIT INDEX

			Paper (P) or
Exhibit No.		Description	Electronic (E)
	99.1	Press release, dated February 4, 2011, issued by Astrotech Corporation.	E

EX-99.1

Exhibit 99.1

Astrotech Corporation
401 Congress, Suite 1650
Austin, Texas
512.485.9530
fax: 512.485.9531
www.astrotechcorp.com

FOR IMMEDIATE RELEASE

ASTROTECH REPORTS SECOND QUARTER 2011 FINANCIAL RESULTS

• Astrotech Space Operations (“ASO”), the Company’s core business, supported one mission which launched in the second quarter 2011, COSMO — SkyMed 4.

• The Company retired its outstanding $5.1 million par value senior convertible notes, plus accrued interest, at maturity. Additionally, a new financing arrangement is in place, which includes a $7.0 million term loan and $3.0 million revolving credit facility.

• GAAP net loss of $1.6 million for the second quarter 2011 on revenue of $4.6 million, down 34% and 13%, respectively, as compared to the first quarter of 2011.

Austin, Texas, February 04, 2011 — Astrotech Corporation (NASDAQ: ASTC), a leading provider of commercial aerospace services, today announced financial results for its fiscal year 2011 second quarter ended December 31, 2010.

Second Quarter Results

The Company posted a second quarter fiscal year 2011 net loss of $1.6 million, or $(0.09) per diluted share on revenue of $4.6 million compared with a second quarter fiscal year 2010 net income of $1.7 million, or $0.09 per diluted share on revenue of $8.1 million.

“While we navigate through a slower launch schedule in fiscal 2011, we continue to maintain focus on controlling costs,” said Thomas B. Pickens III, Chairman and Chief Executive Officer of Astrotech. “I am pleased that we were able to build for the future, adding the previously announced NASA NPOESS and Navy MUOS contracts to our backlog.”

Update of Ongoing Operations

The Company’s 18-month rolling backlog, which includes contractual backlog and scheduled but uncommitted missions, was $24.4 million at December 31, 2010. The majority of the backlog is for ASO pre-launch satellite processing services, which include hardware launch preparation; advanced planning; use of unique satellite preparation facilities; and spacecraft checkout, encapsulation, fueling, transport, and command and control through launch.

In addition to providing support for missions in process at our facilities in Florida and California, ASO supported the successful launch of COSMO-SkyMed 4; the final satellite of the Italian built Constellation of Small Satellites for Mediterranean Basin Observation. The successful launch was conducted on a United Launch Alliance Delta II rocket on November 5, 2010.

Additionally, the Company secured two new contracts for the ASO business unit in the second quarter which were previously announced. The first award was a fully-funded task order under the Vandenberg Air Force Base (VAFB) indefinite delivery, indefinite quantity (IDIQ) contract in support of NASA’s National Polar-orbiting Operational Environmental Satellite System (NPOESS) Preparatory Project (NPP) mission scheduled to launch in October 2011. The second contract was from the Department of the Navy Space and Naval Warfare Systems Command for payload processing services in support of the Mobile User Objective System (MUOS) Program, representing up to five satellite launches.

Financial Position and Liquidity

Working capital was $6.8 million as of December 31, 2010, which included $7.2 million in cash and $2.5 million in accounts receivable. As previously announced, the $5.1 million of Senior Convertible Notes were retired in October 2010. The Company paid the $5.1 million of principal, plus accrued interest of $0.1 million, on the Senior Convertible Notes at the scheduled maturity. Additionally, ASO entered into a financing arrangement on October 21, 2010 with a commercial bank that allows the Company to borrow up to $10.0 million. The proceeds of the loan agreement were used to pay off the existing commercial debt and will fund future working capital needs. The financing arrangement includes a $7.0 million term loan and a $3.0 million revolving credit facility, both at floating rates of bank prime plus 0.25% (with a 4.00% floor).

About Astrotech Corporation

Astrotech is one of the first space commerce companies and remains a strong entrepreneurial force in the aerospace industry. We are leaders in identifying, developing and marketing space technology for commercial use. Our Astrotech Space Operations (ASO) business unit serves our government and commercial satellite and spacecraft customers with pre-launch services on the eastern and western range. 1^st Detect Corporation is developing what we believe is a breakthrough Miniature Chemical Detector, while Astrogenetix, Inc. is a biotechnology company utilizing microgravity as a research platform for drug discovery and development.

This press release contains forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, trends, and uncertainties that could cause actual results to be materially different from the forward-looking statement. These factors include, but are not limited to, continued United States government support and funding for key space programs, the ability to expand and maintain ASO, development of novel products and market acceptance of products and services, the continued availability of capital, as well as other risk factors and business considerations described in the Company’s Securities and Exchange Commission filings including the annual report on Form 10-K. Any forward-looking statements in this document should be evaluated in light of these important risk factors. The Company assumes no obligation to update these forward-looking statements.

FOR MORE INFORMATION:
Scott Haywood
Corporate Marketing and Communications
Astrotech Corporation
512.485.9520
shaywood@astrotechcorp.com

Tables follow

ASTROTECH CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
(In thousands, except per share data)

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

* Noncontrolling interest resulted from grants of restricted stock in 1^st Detect and Astrogenetix to certain employees, officers and directors. Please refer to the December 31, 2010 10-Q filed with the Securities and Exchange Commission for further detail.

ASTROTECH CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(In thousands)

	December 31,		June 30,
	2010		2010
Assets
Cash and cash equivalents	$	7,210	$	8,085
Accounts receivable, net		2,502		5,676
Short-term note receivable, net		—		675
Prepaid expenses and other current assets		750		528
Total current assets		10,462		14,964
Property, plant, and equipment, net		39,229		39,920
Other assets, net		917		19
Total assets	$	50,608	$	54,903
Liabilities and stockholders’ equity
Current liabilities	$	3,625		12,341
Long-term liabilities		7,128		350
Stockholders’ equity		39,855		42,212
Total liabilities and stockholders’ equity	$	50,608	$	54,903

ASTROTECH CORPORATION AND SUBSIDIARIES
Unaudited Reconciliation of Non-GAAP Measures
(In thousands)
Earnings Before Interest, Taxes, Depreciation and Amortization

	Three Months					Six Months
	Ended December 31,					Ended December 31,
	2010			2009		2010			2009
EBITDA	$	(1,245	)	$	2,334	$	(2,005	)	$	3,959
Depreciation & amortization		554			526		1,104			1,066
Interest and other expense, net		35			79		138			339
Income tax expense		5			50		11			75
Net income (loss)		(1,839	)		1,679		(3,258	)		2,479
Net loss attributable to noncontrolling interest		(277	)		—		(534	)		—
Net income (loss) attributable to Astrotech Corporation	$	(1,562	)	$	1,679	$	(2,724	)	$	2,479

EBITDA (earnings before interest, taxes, depreciation and amortization) is a non-U.S. GAAP financial measure. We included information concerning EBITDA because we use such information when evaluating operating earnings (loss) to better evaluate the underlying performance of the Company. EBITDA does not represent, and should not be considered an alternative to, net income (loss), operating earnings (loss), or cash flow from operations as those terms are defined by U.S. GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. While EBITDA is frequently used as measures of operations and the ability to meet debt service requirements by other companies, our use of this financial measure is not necessarily comparable to such other similarly titled captions of other companies.

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