UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 11, 2015
 
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:
 
¨
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
¨
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
¨
 
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 May 11, 2015, Astrotech Corporation issued a press release announcing its results of operations for its third quarter ended March 31, 2015. 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 May 11, 2015, 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.
 
 
Astrotech Corporation
 
 
 
 
 
 
By:
/s/ Thomas B. Pickens III
 

 
Name:  
Thomas B. Pickens III
 
Title:
Chairman of the Board and Chief
 
 
Executive Officer
 
 
Date: May 11, 2015
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
 
Paper (P) or 
Electronic (E)
 
 
 
 
 
99.1
 
Press release, dated May 11, 2015 issued by Astrotech Corporation.
 
E
 






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 THIRD QUARTER 2015 FINANCIAL RESULTS

Highlights

•    1st Detect announced initial orders from new industrial customers in the petrochemical and food processing verticals.

•    1st Detect received GSA status, expanding the accessibility and ease of procurement of its products to government customers.

•    1st Detect granted three U.S. patents for core technology enhancements, validating the company's ability to provide breakthrough technological solutions.
 
•    Astrotech Corporation launched Astral Images following the acquisition of key assets and intellectual property from Image Trends, Inc. via bankruptcy auction.


Austin, Texas, May 11, 2015 – Astrotech Corporation (NASDAQ: ASTC), a leader in the commercialization of government sponsored advanced space technologies, today announced financial results for its third quarter ended March 31, 2015.

“The third quarter was an exciting period for Astrotech as we have now successfully completed the divesting of our legacy government services assets while we transition to a space technology commercialization company. We are very pleased to announce that 1st Detect is now booking orders as we execute our strategy of being the first full functioning mass spectrometer to serve the industrial processing markets. Additionally, we are also applying space satellite imaging correction technology to our newly formed film scanning company Astral Images which is ideally positioned to convert film to the new Ultra-High Definition 4K standards.” said Thomas B. Pickens III, Chairman and CEO of Astrotech Corporation.

Third Quarter Results
The Company posted third quarter fiscal year 2015 net income of $(2.1) million, or $(0.11) per diluted share, compared with a third quarter fiscal year 2014 net income of $(2.8) million or $(0.14) per diluted share. It also posted year to date fiscal year 2015 net income of $18.8 million, or $0.93 per diluted share, which was primarily the result of a $25.6 million gain ($23.7 million after-tax) related to the sale of our former ASO business to Lockheed Martin, compared with a third quarter year to date fiscal year 2014 net income of $(4.1) million or $(0.22) per diluted share.

Financial Position and Liquidity
Working capital was $34.7 million as of March 31, 2015, which primarily consisted of $30.6 million in cash and cash equivalents and short-term investments. Additionally, the Company continues to record a receivable of $6.1 million for an amount held in escrow related to the sale, which is not included in working capital. The Company believes it will fully realize the remaining $6.1 million held in escrow in February 2016.





About Astrotech Corporation
Astrotech Corporation is an Austin, TX based technology company that has evolved from over 30 years in the human spaceflight, Space Shuttle, and Department of Defense satellite programs. The company has become a leader in the commercialization of government sponsored advanced space technologies. In 2014, the company completed the sale of one of its businesses, Astrotech Space Operations, to Lockheed Martin for $61 million.

1st Detect Corporation was create to develop a mass spectrometer that was designed for use on the International Space Station. 1st Detect is a game-changing technology in the chemical detection and analysis market because it delivers laboratory performance of traditional mass spectrometry, but in a small, affordable and portable package. 1st Detect's technology is useful in the semiconductor, food and beverage processing, petrochemical, laboratory, process control, explosive detection, and chemical warfare markets.

Astrogenetix Corporation was formed as a result of over $4 billion spent by NASA over a 25 year period on experiments conducted in sustained microgravity, where results were only achieved while orbiting in space. Astrotech designed and flew 1,113 of these experiments in its Spacehab modules, and after an extensive review, discovered that microgravity greatly enhanced the discovery of valuable vaccines and therapeutics. The company has completed 12 successful biomarker discovery missions to the International Space Station and has identified a salmonella vaccine candidate, while ten additional discoveries are in the pipeline. NASA has awarded Astrogenetix 26 free flights to the $130 billion ISS National Laboratory, along with full crew support.

Astral Images, Inc. was launched to commercialize identified government funded satellite image correction technologies. Along with the acquisition of certain established defect correction technologies, first funded by IBM and Kodak, Astral is positioned to be the world leader in the technology required to convert and repair feature films and film based television series to the new digital Ultra-High Definition 4K standards.

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, our ability to successfully develop our remaining Spacetech business unit, our ability to develop and integrate our miniaturized mass spectrometer, the MMS-1000™, product performance, market acceptance of products and services, and our ability to identify, execute and integrate potential acquisitions, as well as other risk factors and business considerations. Any forward-looking statements in this document should be evaluated in light of these important risk factors. Astrotech assumes no obligation to update these forward-looking statements.

FOR MORE INFORMATION:
Eric Stober
Chief Financial Officer
Astrotech Corporation
512.485.9530

Tables follow
###










ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
 
 
Three Months Ended 
 March 31,
 
Nine Months Ended 
 March 31,
 
 
2015
 
2014
 
2015
 
2014
Revenue
 
$
12

 
$
48

 
$
336

 
$
130

Cost of revenue
 
—

 
—

 
281

 
—

Gross profit
 
12

 
48

 
55

 
130

Operating expenses:
 
 

 


 


 


Selling, general and administrative
 
1,681

 
1,432

 
5,653

 
5,007

Research and development
 
659

 
645

 
2,335

 
1,800

Total operating expenses
 
2,340

 
2,077

 
7,988

 
6,807

Loss from operations
 
(2,328
)
 
(2,029
)
 
(7,933
)
 
(6,677
)
Interest and other income (expense), net
 
76

 
—

 
112

 
9

Loss from continuing operations before income taxes
 
(2,252
)
 
(2,029
)
 
(7,821
)
 
(6,668
)
Income tax benefit (expense)
 
894

 
(360
)
 
2,953

 
1,371

Loss from continuing operations
 
(1,358
)
 
(2,389
)
 
(4,868
)
 
(5,297
)
Discontinued operations (Note 3)
 
 

 
 

 
 

 


Income (loss) from operations of ASO business (including gain from sale of $25.6 million)
 
—

 
(1,022
)
 
26,933

 
1,855

Income tax expense
 
(753
)
 
358

 
(3,315
)
 
(1,379
)
Income (loss) on discontinued operations
 
(753
)
 
(664
)
 
23,618

 
476

Net (loss) income
 
(2,111
)
 
(3,053
)
 
18,750

 
(4,821
)
Less: Net loss attributable to noncontrolling interest
 
(11
)
 
(216
)
 
(11
)
 
(681
)
Net (loss) income attributable to Astrotech Corporation
 
$
(2,100
)
 
$
(2,837
)
 
$
18,761

 
$
(4,140
)

 


 


 


 


Amounts attributable to Astrotech Corporation:
 
 

 
 

 
 

 
 

Loss from continuing operations, net of tax
 
$
(1,347
)
 
$
(2,173
)
 
$
(4,857
)
 
$
(4,616
)
Income (loss) from discontinued operations, net of tax
 
(753
)
 
(664
)
 
23,618

 
476

Net (loss) income attributable to Astrotech Corporation
 
$
(2,100
)
 
$
(2,837
)
 
$
18,761

 
$
(4,140
)

 


 


 


 


Weighted average common shares outstanding:
 
 

 
 

 
 

 
 

Basic and diluted
 
19,497

 
19,486

 
19,561

 
19,479

Basic and diluted net income (loss) per common share:
 
 

 
 

 
 

 
 

Net loss attributable to Astrotech Corporation from continuing operations
 
$
(0.07
)
 
$
(0.11
)
 
$
(0.28
)
 
$
(0.24
)
Net (loss) income from discontinued operations
 
(0.04
)
 
(0.03
)
 
1.21

 
0.02

Net (loss) income attributable to Astrotech Corporation
 
$
(0.11
)
 
$
(0.14
)
 
$
0.93

 
$
(0.22
)
*
Noncontrolling interest resulted from grants of restricted stock in 1st Detect and Astrogenetix to certain employees, officers and directors. Please refer to the September 30, 2014 10-Q filed with the Securities and Exchange Commission for further detail.            
###



ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (In thousands, except share data)
(unaudited)
 
 
March 31,
2015
 
June 30,
2014
Assets
 
 

 
 

Current assets
 
 

 
 

Cash and cash equivalents
 
$
6,666

 
$
3,831

Short-term investments
 
23,946

 
—

Accounts receivable, net of allowance
 
95

 
59

Income tax receivable
 
—

 
—

Indemnity receivable
 
6,100

 
—

Prepaid expenses and other current assets
 
725

 
389

Discontinued operations – current assets
 
—

 
1,405

Total current assets
 
37,532

 
5,684

Property and equipment, net
 
2,699

 
1,211

Long-term investments
 
9,255

 
—

Discontinued operations – net of current assets
 
—

 
33,887

Total assets
 
$
49,486

 
$
40,782


 


 


Liabilities and stockholders’ equity
 
 

 
 

Current liabilities
 
 

 
 

Accounts payable
 
$
462

 
$
996

Accrued liabilities and other
 
2,082

 
1,753

Income tax payable
 
300

 
—

Discontinued operations – current liabilities
 
—

 
7,344

Total current liabilities
 
2,844

 
10,093

Other liabilities
 
114

 
152

Discontinued operations – net of current liabilities
 
—

 
237

Total liabilities
 
2,958

 
10,482

 
 
 
 
 
Commitments and Contingencies
 


 


 
 
 
 
 
Stockholders’ equity
 
 

 
 

Preferred stock, no par value, convertible, 2,500,000 authorized shares; no issued and outstanding shares, at March 31, 2015 and June 30, 2014
 
—

 
—

Common stock, no par value, 75,000,000 authorized shares; 20,013,787 and 19,856,454 shares issued at March 31, 2015 and June 30, 2014
 
184,088

 
183,866

Treasury stock, 524,285 and 311,660 at March 31, 2015 and at June 30, 2014, at cost
 
(775
)
 
(237
)
Additional paid-in capital
 
1,087

 
1,671

Accumulated deficit
 
(138,039
)
 
(156,800
)
Accumulated other comprehensive income
 
13

 
—

Noncontrolling interest
 
154

 
1,800

Total stockholders’ equity
 
46,528

 
30,300

Total liabilities and stockholders’ equity
 
$
49,486

 
$
40,782

###




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

 
 
Three Months Ended 
 March 31,
 
Nine Months Ended 
 March 31,
 
 
2015
 
2014
 
2015
 
2014
EBITDA
 
$
(2,160
)
 
$
(2,414
)
 
$
19,724

 
$
(2,881
)
Depreciation & amortization
 
92

 
574

 
549

 
1,739

Interest expense
 
—

 
63

 
63

 
193

Income tax (benefit) expense
 
(141
)
 
2

 
362

 
8

Net (loss) income
 
(2,111
)
 
(3,053
)
 
18,750

 
(4,821
)
Less: Net loss attributable to NCI
 
(11
)
 
(216
)
 
(11
)
 
(681
)
Net (loss) income attributable to ASTC
 
$
(2,100
)
 
$
(2,837
)
 
$
18,761

 
$
(4,140
)


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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