!ANNUAL REVIEW 2013

!Clockwise*from*top*left:*Space*helmet*exhibition*at*NewSpace*Conference;*Advocate*Sam*Coniglio*poses*with*Made*In*Space*exhibitor;*Founders*Rick*Tumlinson,*Jim*Muncy*&*Bob*Werb*toast*to*25*years;*Investor*Steve*Jurvetson*speaks*on*stage;*Laura*Stiles,*Juliana*Feldhacker,*Frank*Todaro,*and*Rebecca*Zgorski*celebrate*the*25th*birthday*of*Space*Frontier*Foundation;*Conference*Chair*Sara*Jennings*speaks.***

Photo*credit:*Sam*Coniglio**samsphotography.net**

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C O N T E N T S !Presidents Report. 4 Political Strategy & Action. 5 Business Plan Competition. 9 NewSpace Conference. 11 Teachers In Space. 14 NewSpace News. 15 Student Business Plan Competition. 16 Treasurers Report & 2013 Financials. 17 Directory. 19

Mars*Research*Lab**artwork*by*Tarik*Keskin*

The Space Frontier Foundation is an organization of people dedicated to opening the space frontier to human settlement as rapidly as possible.

Our goals include protecting the Earths fragile biosphere and creating a freer and more prosperous life for each generation by using the unlimited energy and material resources of space.

Our purpose is to unleash the power of free enterprise and lead a united humanity permanently into the solar system.

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P R E S I D E N T S R E P O R T !!P O L I T I C A L S T R A T E G Y & A

James Pura President & Director

What is so important about settlement and why do we love it so much? Why do we push Congress to accept pro-settlement legislation, why do we speak about it every year at our annual conference, and why do we host competitions for companies who are willing to go out an achieve it? The answer is quite simpleon the day that we have achieved sustainable space settlement, we will have created a world that is infinitely better than the one we live in now. This is what the NewSpace movement is all about.

It was the best of t imes, i t was the worst of times When he wrote it, Charles Dickens was talking about Paris & London during the French Revolution, but he might as well have been talking about the NewSpace Industry & Space Frontier Foundation in 2013. Last year was a year of outstanding headlines for the world of commercial spaceXCOR Aerospace was featured in a Super Bowl commercial, Space Exploration Technologies and Orbital Sciences delivered cargo to the International Space Station, Virgin Galactic began powered flights of SpaceShipTwo, Moon Express closed a $2 million investment deal, Bigelow Aerospace announced their plans to attach an inflatable habitat to the International Space Station, and Planetary Resources completed a successful Kickstarter campaign where they raised over $1.5 million in crowd sourced funding. Not only that, but some new kids on the block were announced, like Dennis Tito & Inspiration Mars, Deep Space Industries, Golden Spike Inc., Stratolaunch Systems, Skybox Imaging, and PlanetLabs, which excited all of us immensely. Despite these successes, it was quite a difficult year for Space Frontier Foundation. Our Executive Director Jonathan Card, Conference Chair Ryan McLinko, and our Founder & Chairman of the Board Bob Werb all stepped down. As you can imagine, this created a shock within SFF leadership, and none of us really knew what was going to happen next. Well, then the magic began to happenJeff Feige, accomplished entrepreneur & Advocate of Space Frontier Foundation accepted the position as Chairman, the amazing Sara Jennings took the role of Conference Chair, Aaron Oesterle stepped in as Policy Director, and I was promoted to the role of President, which replaced the Executive Director role.

Along with this, its worth mentioning that all four of us are under 40 years old, and that was by the design of Founders Rick Tumlinson, Jim Muncy, and Bob Werb. During the transition period, the three of them kept reminding us that in order for the NewSpace Industry to rise to its ultimate greatness in enabling a self-sustaining and growing space settlement movement, it has to be a multi-generational effort. In his message to the Advocates announcing his retirement, past Chairman Bob Werb gave a nod in this direction by saying, Yesterday afternoon the Space Frontier Foundation Board of Directors held a meeting and I wasnt there because I wasnt needed. This is a beautiful thing. This new leadership team got settled in quickly, and along with the rest of the SFF leadership, got to work. The NewSpace Conference was a success (including a 25th anniversary celebration of the Foundation), the NewSpace Business Plan Competition was successfully held at Stanford University, the Teachers in Space team held two excellent workshops, and our policy team released the settlement-focused There Is Another Way video, which garnered over 10 mentions in the media and over 3,000 views on YouTube. As you read through the following pages, take note that all of this was accomplished with a budget just over half a million dollars, and without having a single full-time employee. In 2014, expect more of this hard work, as we buckle down and work hard to enable space settlement. It will include things you already know and love, like the conference and business plan competition, but we also just might have a few surprises up our sleeves, so stay tuned. In the meantime, please do us a favor and head over to our donations website, and give us a chance to prove to you what were capable of accomplishing.

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P O L I T I C A L S T R A T E G Y & A C T I O N PROJECT MANAGER: AARON OESTERLE

The Space Frontier Foundations Political Action and Strategy team is moving forward with accomplishing what it was set out to do: speak out in support for great space policy and accomplishments, while raising awareness of the shortcomings of current or proposed space policy. By making the decision to integrate the policy and political actions of the Foundation, our messages will be more concise and unified in the future. With proper legislation and support, the commercial space industry will flourish.

2013 ACCOMPLISHMENTS Changes in the Policy Team

Aaron Oesterle, team lead & protg under Space Frontier Foundation co-founder & political consultant James Muncy, was elected to the Board of Directors in July 2013. Once this occurred, Aaron began coordinating directly with James Pura, the Foundations President, on day-to-day activities for the policy team, which began with growing a skilled team with diverse backgrounds. As of December 2013, this team included the following members:

Calvin Baker Currently an Embry-Riddle Aeronautical University undergraduate studying Communications & Commercial Space Operations. Mr. Baker takes part in writing news releases and increasing our social media awareness.

Andrew Gasser Founder of Tea Party in Space. Mr. Gasser, with support from the Foundation, has waged a sustained direct attack on the Space Launch System in Washington, D.C., and is helping with strategic planning and activist recruiting.

Josh Jenkins Virginia Tech undergrad studying Aerospace Engineering. Formerly a member of Tea Party in Space, Mr. Jenkins has past experience in organizing events in Washington D.C. lobbying for space.

Rebecca Zgorski Currently an employee of James Muncys PoliSpace in Washington, D.C., Rebecca is an Embry-Riddle Aeronautical University graduate. Ms. Zgorskis experience includes an internship at the FAA/AST (Office of Commercial Space Transportation) and was formerly a team member of the Teachers in Space team.

Policy @ NewSpace 2013

Numerous policymakers and associated luminaries participated in NewSpace 2013. o We were honored to have the following speakers attend in person: Mrs. Lori

Garver (NASA Deputy Administrator), Dr. George Nield (Associate Administrator for Commercial Space Transportation), and Michael Lopez-Alegria (President of the Commercial Spaceflight Federation)

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o We also had Bill Gerstenmaier, (Associate Administrator for the Human Exploration and Operations Directorate at NASA) and Congressman Dana Rohrabacher deliver keynote speeches via Skype.

NewSpace 2013 also saw the launch of a new policy project, There is Another Way (see next item).

There Is Another Way

Back in 2009, the Obama Administration announced the launch of an independent review of current & planned U.S. human space flight activities (the Augustine Commission as it was informally referred to). The goal of the review was to ensure that the nation was on a vigorous and sustainable path to achieving its boldest aspirations in space. The committee was tasked with examining ongoing and planned National Aeronautics and Space Administration (NASA) development activities, as well as potential alternatives, and present options for advancing a safe, innovative, affordable, and sustainable human spaceflight program in the years following the Space Shuttle retirement.

When that review was finally complete and published, it included a set of recommendations for NASA, but those recommendations were ultimately ignored. The Space Launch System (SLS) began, Space Shuttle was shut down, and Continuing Resolution was enacted.

In 2011, entrepreneur & space policy expert Jeff Greason presented at the International Space Development Conference (ISDC) in Huntsville, AB on his experiences as a member on the Augustine Committee. In his presentation, Greason presented an alternative to the current NASA strategy, where a sustainable infrastructure was built, which then enabled settlement.

Through working hand-in-hand with Mr. Greason, we were able to compose a 6-minute graphical representation of that strategy, outlining each of the milestones, how much each one of the milestones would cost the taxpayer, and how it could be achieved without developing new heavy lift systems like SLS & Orion, and still achieving the current goals of keeping the workforce in place, developing new and exciting technologies, advanced robotic exploration, and being the world leader in human spaceflight and exploration.

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Additional Accomplishments

Following the announcement of the closing of the J-2X program, we issued a press release decrying the wasteful spending resulting from the program, and called for a more sustainable, settlement-enabling political strategy for NASA.

As part of a NASA Request For Information (RFI), the Foundation submitted a paper encouraging NASA to use Space Act Agreements, as well as enabling viable property rights in space.

As the issue of space property rights doesnt seem to be disappearing any time soon, we are arranging for multiple op-eds in trade publications (such as Space News, etc.) discussing property rights and they correlate with the long term strategic plans of NASA.

We are working with other non-profits to combat a bill (HR 3625) that would corrupt the SLS, Orion, and other major programs into entitlement programs for large established contractors, thus making it more difficult to cancel these projects.

2014 TOP GOALS

Complete multiple op-eds in various Space publications and media. Get funding for the policy team so as to be more active and effective. Build strong relationships with other space organizations that have similar policy views as

the Foundation so as to unite as one voice.

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B U S I N E S S P L A N C O M P E T I T I O N PROJECT MANAGER: THOMAS A. OLSON

Each year, Space Frontier Foundation hosts a competition to bring new players into the NewSpace industry. The Business Plan Competition seeks to develop supportive, problem-solving, and game changing technologies and businesses for the NewSpace industry. The competition offers large cash prizes to aspiring entrepreneurs who meet the rigorous qualifications. This year was a resounding success, despite the challenges presented by the government sequester.

2013 ACCOMPLISHMENTS

This year 45 Executive Summaries were submitted into the competition and eight finalists were selected to fly to NASA's Ames Research Center to attend Bootcamp.

At the Bootcamp, finalists participated in a number of workshops and lectures to assist in the challenge of a space start-up.

This year featured one of the closest selections of finalists yet. We would like to congratulate all 45 firms who participated, as they all demonstrated excellent quality of work and a wonderful spirit of exploration and competition. We are very proud to announce the winners of this year's competition:

o First Prize ($100,000): Generation Orbit Launch Services o Second Prize ($25,000): ELIGOS, Inc. o Third Prize ($5,000): Raptor Space Services o ATK Market Sector Prize ($5,000): Prospect Dynamics

The five Judges for the BPC represented a great cross-section of venture capital, institutional finance, and entrepreneurial expertise. They included:

o Eva-Jane Lark: VP and Wealth Advisor at BMO Nesbitt Burns, one of Canadas largest full-service investment firms

o Dr. Todd Meyerrose: Founder/General Partner of Talos Ventures o Scott Nolan: Principal at Founders Fund o Dr. Steve Goldberg: Principal at Venrock Capital o Brad Fleury: Co-Founder, EDGE consulting

The 1st place winner this year was Generation Orbit Launch Services, focused on an air launch system for nano and microsats.

The 2nd and 3rd place winners were ELIGOS, Inc. for its Electric Plasma Thruster, and Raptor Space Services with its solar-electric propulsion system, respectively.

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2014 TOP GOALS

A Public prize for best presentation ($5-$10k) using Kickstarter. Online live polling during the presentation event, thus allowing an online presence

inside the competition room. Continue our outreach to the nanotech and biotech communities, as well as the mining

tech industry.

Project*Manager*Thomas*Olson*speaking*to*the*finalists*during*the*2Uday*bootcamp*event.****

Generation*Orbit,*winners*of*the*2013*Business*Plan*Competition**** Finalist*Teams*at*the*Boot*Camp*Event*at*NASA*Ames*Space*Portal****

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N E W S P A C E C O N F E R E N C E PROJECT MANAGER: SARA JENNINGS

The NewSpace Conference is an annual three-day event that brings together the leading names in the commercial space industry to discuss the challenges presented now and in the near future. Hosted in Silicon Valley this past July, NewSpace 2013 was a hotbed of innovation mixing young entrepreneurs with seasoned industry veterans. The event seeks to address some of the biggest challenges in spaceflight, so that attendants may pool together ideas, resources, and capital to reach our common goal. This year also happened to be the 25th anniversary of the Space Frontier Foundation! Black-tie festivities were held, including a speech by our new President, James Pura. The NewSpace Conference also acts as the location for the Annual Board Meeting, Annual Advocates Meeting, and the NewSpace Awards Gala.

2013 ACCOMPLISHMENTS

Several fantastic keynote speeches were given, including: o NASA Deputy Chief Administrator Lori Garver opened the second day of events

with a speech on growing public-private partnerships. o Venture Capitalist Steve Jurvetson explained his interests in the growing financial

and industrial frontier of space. o Moon Expresss Bob Richards shared his dreams of expanding Earths economic

sphere of influence to the Moon. o Congressman Dana Rohrabacher followed that speech highlighting the efforts of

lawmakers to assist private spaceflight in the opening of Earths economic sphere o Andrew Nelson from XCOR Aerospace outlined investments in the future of a

potentially trillion-dollar space industry. There Is Another Way: An Approach to Sustainable Exploration and Settlement of

Space was a video released by the Space Frontier Foundation this past year outlining a new, bold, and far more practical approach to human spaceflight.

Promoted for NewSpace 2013 and the Foundation in general at various conferences: o SpaceVision 2012 in Buffalo, NY o International Space Development Conference (ISDC) in San Diego, CA o SpaceTech Expo in Los Angeles, CA

2014 TOP GOALS

Build & release new conference website, integrating better with Rostrum back-end management system, including a mobile version.

Exceed registration, exhibitor, and sponsorship growth rates for the NewSpace 2014 conference, compared to 2013 values.

Obtain a wide range of high-level, influential, and knowledgeable speakers and panelists.

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Clockwise*from*top*left:*Moon*Express*CEO*Bob*Richards;*Awards*Gala*managers*Juliana*Feldhacker*&*Laura*Stiles;*XM*Radio*CoUFounder*Lon*Levin;*guests*at*the*NewSpace*Awards*Gala;*conference*volunteer*Brad*Cheetham;*SFF*Founders*with*the*2013*Advocate*Class:*Andrew*Gasser,*Rick*Hanton,* Michael* Laine,* Justin* Siples,* Janissa* Garcia,* Dan* Pastuf,*Rebecca*Zgorski,*Paul*Fuller,*Joel*Vinas,*Curtis*Iwata.**

Photo*credit:*Sam*Coniglio**samsphotography.net**

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T E A C H E R S I N S P A C E PROJECT MANAGER: ELIZABETH KENNICK

Teachers in Space is an ambitious project to revitalize the STEM (Science, Technology, Engineering and Mathematics) curriculum in the United States while also exposing young students to the opportunities and potential NewSpace has to offer. Through intimate workshops, training courses, and hands on interaction with space technologies, educators from around the country are able to personally broaden their understanding of space travel, and more importantly bring their knowledge and experiences back to their classrooms. The Teachers in Space program has grown considerably in the last year, and we look forward to more growth during 2014.

2013 ACCOMPLISHMENTS

This past year Teachers in Space hosted two workshops, including: o A Flight Experiments Workshop, where several near-space balloons were

constructed, successfully launched and recovered with over 15 million data points logged.

o The Surviving Space Workshop, which focuses on the impact of spaceflight and space habitation on the human body. Additionally the workshop focused on radiation protection, radiation math, and human factors including comfort, life support, team dynamics and the psychological toll of long-term space dwelling.

Embry Riddle Aeronautical University agreed to sponsor the Surviving Space workshop, and has announced over $100,000 in funding for the workshop over the next five years, beginning in 2014.

Over 80% of workshop participants reported that their understanding of spaceflight and their comfort teaching the subject had gone up as a result of their workshop attendance.

The Teachers in Space proposal for the study of amyotrophic lateral sclerosis (ALS) in microgravity was named the winner for Popular Science & RocketHubs 2013 #CrowdGrant challenge. This experiment flew to the ISS on January 9th, 2014 on Orbital Sciences Antares rocket.

10 Teachers in Space and Pathfinders personnel were given a ride on NASTARs human centrifuge this past August in preparation for sub-orbital flights in the coming years.

2014 TOP GOALS

Form a partnership with Kennedy Space Centers Starfighters flight group. Localize the draw of teachers to focus the effects of the workshops and bring costs of

travel down for the teacher workshop participants. Neutral buoyancy tank training, human centrifuge & suborbital spaceflight training at

WayPoint2Space, a new suborbital spaceflight training facility at NASA Johnson in Houston TX.

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N E W S P A C E N E W S PROJECT MANAGER: CURTIS IWATA

NewSpace News (NSN) is a monthly electronic newsletter used primarily to keep our audience informed about important developments in the NewSpace industry. The newsletter focuses specifically on enabling sustainable space settlement and the progress of commercial space companies. We are happy to report that this past year has seen an increased volume of readers. NSN has also grown into a diverse communications outlet delivering updates from the Foundation, our partners, and relevant events around the industry.

2013 ACCOMPLISHMENTS

Editorial responsibilities have been successfully transitioned from James Tumber to Curtis Iwata.

The look and format of the newsletter has been updated and modernized. The newsletter now features a two-column format, images for the top five headlines, and space for SFF Press Releases and other relevant articles and videos in the right column.

Following last years trend, the number of subscribers has continually increased from 1,500 in 2012 to over 1,700. The number of open/read articles has also been steadily growing, averaging over 600 in the second half of 2012.

Past and current editors are also involved with the annual NewSpace Conference, informing the team with up-to-date and relevant news about the industry.

NSN commemorated the 100th issue by re-featuring some of the greatest and most important headlines about commercial space from past articles.

A festive holiday banner was created for the December issue to give color and variety.!

2014 TOP GOALS

First and foremost, NSN seeks to continue providing consistent monthly coverage of the NewSpace industry to serve as a convenient and reliable so!urce of information.

Form better and streamlined integration with social media to expand reach to a wider audience.

As more people read their emails on phones and other mobile devices, NSN will experiment with new ways to format the newsletter to these platforms.

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S T U D E N T B U S I N E S S P L A N C O M P E T I T I O N

PROJECT MANAGERS: MICHAEL ZWACH & NIKOLAI ZVEZNET

The Student Business Plan Competition is a joint venture between SEDS-USA (Students for the Exploration and Development of Space) and the Space Frontier Foundation to allow students to form and test their own business proposal. This competition allows students to gain an introduction into building their ideas into viable business plans with an opportunity to meet and compete with other young entrepreneurs as well as receive positive feedback from esteemed industry members.

2013 ACCOMPLISHMENTS

The 3rd Annual Student Business Plan Competition was held in November at the SEDS SpaceVision 2013 Conference in Tempe, AZ.

There were nine intent to compete submissions, five teams were selected with representation from the University of North Dakota, University of California at San Diego, University at Buffalo (two teams), and Arizona State University.

Reaching out directly to students who were working on potentially relevant topics prior to the competition resulted in much higher quality submissions.

Leading up to the event, the Student Business Plan Competition received more than 50 mentions on websites such as The Space Angels Network, Selenian Boondocks, Parabolic Arc, as well as Reddit, Twitter, and Facebook.

Five judges reviewed the teams, including: o Jeff Feige, CEO, Orbital Outfitters o James Pura, President, Space Frontier Foundation o Ian Thiel, Associate, Space Angels Network o Alan Tratner, International Director, Green2Gold Incubators o Will iam Pomerantz, Vice President of Special Projects, Virgin Galactic

The 1st place prize ($1000, 1 year of virtual incubation, and a trophy featuring a meteorite) we!nt to the University of California at San Diego (UCSD) team, Tri-D Dynamics, with the proposal for using additive manufacturing to cheaply produce rocket engines. Second and Third place included smaller cash prizes and virtual incubation packages with the awards going to the University of North Dakota team Chimera Space Technologies Corporation and University at Buffalo team CyberSpace, respectively.

2014 TOP GOALS

Pursue additional funding to allow for a further increase in prizes, larger judge reimbursements, and potentially even allowing for travel assistance for the competitors (travel expenses being one of the major challenges in getting teams to compete).

Further increase participation numbers, while still maintaining or improving on presentation quality.

Continue making an effort to acquire a more direct affiliation with the NewSpace Business Plan Competition held at the NewSpace Conference.

Working closely with the SpaceVision 2014 team, compile results from past competitions and helpful resources onto the new SEDS-USA website.

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T R E A S U R E R S R E P O R T

TREASURER: PAUL FULLER

In the area of financial systems and processes, this past year we standardized processes of reporting and implemented new reporting policies. These were partly brought about after issues with project manager ease of access to funds were identified, without proper checks and reporting processes. One of these new systems is CiviCRM (donor relationship management), which is being implemented to provide enhanced donor tracking between QuickBooks donor records, including instant access by multiple users simultaneously. By directly connecting web transactions, data entry times will decrease, which will result in less manual labor for our accounting and bookkeeping teams, allowing scalable financial growth in the future years. eTapestry, the donor management system that went live in 2011, posed difficulties with data set accuracy and system cost, so the Board of Directors decided to replace it with CiviCRM, which should go live in July, 2014. For oversight, the accounting of activities that transpired over the past 30 days is reported out at each board meeting on one sheet with supporting schedules, promoting financial literacy among the leadership.

The overall financial status of the Foundation is sound, but rebuilding after a difficult year. In 2013, on an unaudited cash basis, the Foundations project and non-project activities showed a net loss of $31 thousand, of which $24 thousand in losses came about due to unusually low revenues from the annual NewSpace Conference, which instead usually represents a profit center for the Foundation. Donations and partnership donation drives amounted to over $98 thousand, and were used to cover specific activities like the Advocates Meeting and also common expenses including the Executive Director and Bookkeeper salaries.

The NewSpace 2013 Conference project, due to reduced attendance from the Federal Sequestration and reduced sponsorships compared to prior years, experienced a net $24 thousand loss. This annual conference regularly draws a total attendance of 500 individuals over the three days of the venue. Highlights this year included an entire section of startup space companies in the exhibit area.

For the Business Plan Competition, the project awarded $135,000 in prizes at Stanford University to the best and most viable space business startup entries for 2013. Additional costs of $44 thousand were incurred to facilitate this competition, resulting in just over a $2 thousand loss compared to sponsorship income.

The Teachers In Space project likewise struggled this year with a partially successful crowdfunding campaign, ending the year down $8 thousand. The project had $8 thousand in individual donation funds and billed another $83 thousand in activities against the K-12 Teachers In Space grant. Management costs for the Teachers In Space project amounted to $54 thousand of the project costs, down from the prior year to balance reduced grant income.

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2 0 1 3 F I N A N C I A L S

INCOME 2013 2012 Individual Donations $38,349 $81,692 Grants $228,460 $335,361 Sponsorships & Earned Income $87,106 $159,694 TOTAL INCOME $353,915 $576,747 PERSONNEL EXPENSES Executive & Staff $28,000 $44,000 Project Management $68,100 $100,371 Accounting $5,230 $5,120 Internships & Other Contractors $4,775 $11,403 TOTAL PERSONNEL EXPENSES $106,105 $158,248 NON-PERSONNEL EXPENSES Bank Service Charges $5,574 $6,738 Printing, Postage & Dues $8,548 $6,172 Travel, Accommodations & Entertainment $143,843 $209,559 Telephone, Internet Services & Supplies $4,914 $7,713 Marketing $10,008 $0 Prizes $100,000 $112,450 Miscellaneous $6,137 $50,667 TOTAL NON-PERSONNEL EXPENSES $279,023 $393,299

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D I R E C T O R Y

FOUNDERS James Muncy Rick Tumlinson Bob Werb BOARD OF DIRECTORS Jeff Feige, Chairman William Watson, Vice Chairman Aaron Oesterle Robert Jacobson Sara Jennings Thomas Olson James Pura STAFF/OFFICERS James Pura President James Tumber Vice President Joe Latrell Corporate Secretary Paul Fuller Treasurer Brook Mantia Office Administrator PROJECT & PROCESS MANAGERS Elizabeth Kennick Teachers In Space Curtis Iwata NewSpace News Sara Jennings NewSpace Conference Thomas Olson NewSpace Business Plan Competition Michael Zwach Student Business Plan Competition Nikolai Zveznet Student Business Plan Competition Aaron Oesterle Political Strategy & Action James Tumber Communications Brian Young Website Contact us at: info@spacefrontier.org