þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Washington | 91-1273737 | |
(State or other jurisdiction | (I.R.S. Employer | |
of incorporation or organization) | Identification No.) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
(Do not check if a smaller reporting company) |
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Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT |
2
ITEM 1. | Condensed Consolidated Financial Statements |
September 30, | June 30, | |||||||
2011 | 2011 | |||||||
(unaudited) | ||||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 16,386 | $ | 14,994 | ||||
Accounts receivable, net |
1,423 | 2,429 | ||||||
Prepaid expenses and other current assets |
1,069 | 963 | ||||||
Total current assets |
18,878 | 18,386 | ||||||
Property & equipment, net |
37,968 | 38,418 | ||||||
Long-term note receivable, net |
675 | 675 | ||||||
Other assets, net |
126 | 141 | ||||||
Total assets |
$ | 57,647 | $ | 57,620 | ||||
Liabilities and Stockholders Equity |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 337 | $ | 757 | ||||
Accrued liabilities |
1,360 | 1,342 | ||||||
Deferred revenue |
11,044 | 10,919 | ||||||
Term note payable |
361 | 348 | ||||||
Total current liabilities |
13,102 | 13,366 | ||||||
Deferred revenue |
274 | 274 | ||||||
Term note payable, net of current portion |
6,321 | 6,422 | ||||||
Total liabilities |
19,697 | 20,062 | ||||||
Stockholders equity |
||||||||
Preferred stock, no par value, convertible,
2,500,000 authorized shares, 0 issued and
outstanding shares, at September 30, 2011 and June
30, 2011 |
| | ||||||
Common stock, no par value, 75,000,000 shares
authorized; 18,583,496 and 18,339,609 shares issued
at September 30, 2011 and June 30,2011 |
183,712 | 183,712 | ||||||
Treasury stock, 311,660 shares at cost |
(237 | ) | (237 | ) | ||||
Additional paid-in capital |
1,284 | 1,104 | ||||||
Accumulated deficit |
(149,608 | ) | (148,942 | ) | ||||
Noncontrolling interest |
2,799 | 1,921 | ||||||
Total stockholders equity |
37,950 | 37,558 | ||||||
Total liabilities and stockholders equity |
$ | 57,647 | $ | 57,620 | ||||
3
Three Months Ended | ||||||||
September 30, | ||||||||
2011 | 2010 | |||||||
(unaudited) | ||||||||
Revenue |
$ | 4,840 | $ | 5,306 | ||||
Cost of revenue |
2,926 | 3,486 | ||||||
Gross profit |
1,914 | 1,820 | ||||||
Operating expenses: |
||||||||
Selling, general and administrative |
1,929 | 2,307 | ||||||
Research and development |
758 | 823 | ||||||
Total operating expenses |
2,687 | 3,130 | ||||||
Loss from operations |
(773 | ) | (1,310 | ) | ||||
Interest and other expense, net |
(74 | ) | (103 | ) | ||||
Loss before income taxes |
(847 | ) | (1,413 | ) | ||||
Income tax expense |
(5 | ) | (6 | ) | ||||
Net loss |
(852 | ) | (1,419 | ) | ||||
Less: Net loss attributable to noncontrolling interest |
(186 | ) | (256 | ) | ||||
Net loss attributable to Astrotech Corporation |
$ | (666 | ) | $ | (1,163 | ) | ||
Net loss per share attributable to Astrotech Corporation, basic |
$ | (0.04 | ) | $ | (0.07 | ) | ||
Weighted average common shares outstanding, basic |
18,120 | 17,362 | ||||||
Net loss per share attributable to Astrotech Corporation, diluted |
$ | (0.04 | ) | $ | (0.07 | ) | ||
Weighted average common shares outstanding, diluted |
18,120 | 17,362 |
4
Three Months Ended | ||||||||
September 30, | ||||||||
2011 | 2010 | |||||||
(unaudited) | ||||||||
Cash flows from operating activities |
||||||||
Net loss |
$ | (852 | ) | $ | (1,419 | ) | ||
Adjustments to reconcile net loss to net cash provided
by operating activities: |
||||||||
Stock-based compensation |
344 | 466 | ||||||
Depreciation and amortization |
592 | 550 | ||||||
Changes in assets and liabilities: |
||||||||
Accounts receivable |
1,006 | 930 | ||||||
Deferred revenue |
125 | 1,855 | ||||||
Accounts payable |
(420 | ) | (114 | ) | ||||
Other assets and liabilities |
(87 | ) | (642 | ) | ||||
Net cash provided by operating activities |
708 | 1,626 | ||||||
Cash flows from investing activities |
||||||||
Purchases of property, equipment and leasehold improvements |
(128 | ) | (109 | ) | ||||
Net cash used in investing activities |
(128 | ) | (109 | ) | ||||
Cash flows from financing activities |
||||||||
State of Texas Funding |
900 | 142 | ||||||
Term loan payment |
(88 | ) | (58 | ) | ||||
Net cash provided by financing activities |
812 | 84 | ||||||
Net change in cash and cash equivalents |
1,392 | 1,601 | ||||||
Cash and cash equivalents at beginning of period |
14,994 | 8,085 | ||||||
Cash and cash equivalents at end of period |
$ | 16,386 | $ | 9,686 | ||||
Supplemental disclosures of cash flow information: |
||||||||
Cash paid for interest |
$ | 68 | $ | 43 | ||||
5
6
(In thousands) | ||||
Beginning balance at June 30, 2011 |
$ | 1,921 | ||
Net loss attributable to noncontrolling interest |
(186 | ) | ||
State of
Texas Funding |
900 | |||
Capital contribution |
149 | |||
Stock based compensation |
15 | |||
Ending balance at September 30, 2011 |
$ | 2,799 | ||
Three Months Ended | ||||||||
September 30, | ||||||||
2011 | 2010 | |||||||
Numerator: |
||||||||
Net loss attributable to Astrotech Corporation, basic and diluted |
$ | (666 | ) | $ | (1,163 | ) | ||
Denominator: |
||||||||
Denominator for basic net loss per share attributable to
Astrotech Corporation weighted average common stock outstanding |
18,120 | 17,362 | ||||||
Dilutive common stock equivalents common stock
options and share-based awards |
| | ||||||
Denominator for diluted net loss per share
attributable to Astrotech Corporation weighted average common
stock outstanding and dilutive common stock equivalents |
18,120 | 17,362 | ||||||
Basic net loss per share attributable to Astrotech Corporation |
$ | (0.04 | ) | $ | (0.07 | ) | ||
Diluted net loss per share attributable to Astrotech Corporation |
$ | (0.04 | ) | $ | (0.07 | ) | ||
7
Services/Products Provided | Contract Type | Method of Revenue Recognition | ||
Payload Processing Facilities
|
Firm Fixed Price Mission Specific | Ratably, over the occupancy period of a satellite within the facility from arrival through launch | ||
Firm Fixed Price Guaranteed Number of Missions | For multi-year contract, payments recognized ratably over the contract period |
|||
Commercial Space Habitat
Modules, Integration &
Operations Support Services
and Construction contracts
|
Firm Fixed Price | Percentage-of-completion based on costs incurred |
||
Configuration Management, Engineering Services |
Cost Reimbursable Award/Fixed Fee |
Reimbursable costs incurred plus award/fixed fee |
||
Commercial Products
|
Specific Purchase Order Based |
At shipment | ||
Grant
|
Cost Reimbursable Award |
As costs are incurred for related research and development expenses |
8
September 30, 2011 | June 30, 2011 | |||||||||||||||||||
Carrying | Fair | Carrying | Fair | Valuation | ||||||||||||||||
Amount | Value | Amount | Value | Inputs | ||||||||||||||||
Debt |
$ | 6,682 | $ | 6,682 | $ | 6,770 | $ | 6,770 | Level 2 | |||||||||||
9
Three Months Ended | Three Months Ended | |||||||||||||||
September 30, 2011 | September 30, 2010 | |||||||||||||||
Income (loss) | Income (loss) | |||||||||||||||
Revenue and Income | Revenue | before income taxes | Revenue | before income taxes | ||||||||||||
ASO |
$ | 4,781 | 410 | $ | 5,306 | 316 | ||||||||||
Spacetech |
$ | 59 | (1,257 | ) | $ | | (1,729 | ) | ||||||||
$ | 4,840 | (847 | ) | $ | 5,306 | (1,413 | ) | |||||||||
September 30, 2011 | June 30, 2011 | |||||||||||||||
Total | Total | |||||||||||||||
Assets | Fixed Assets, net | Assets | Fixed Assets, net | Assets | ||||||||||||
ASO |
$ | 37,609 | 56,007 | $ | 38,033 | 55,948 | ||||||||||
Spacetech |
$ | 359 | 1,640 | $ | 385 | 1,672 | ||||||||||
$ | 37,968 | 57,647 | $ | 38,418 | 57,620 | |||||||||||
10
11
12
Shares | Weighted Average | |||||||
(in thousands) | Exercise Price | |||||||
Outstanding at June 30, 2011 |
377 | $ | 1.28 | |||||
Granted |
779 | 0.79 | ||||||
Exercised |
| | ||||||
Cancelled or expired |
(3 | ) | 26.00 | |||||
Outstanding at September 30, 2011 |
1,153 | $ | 0.89 | |||||
Weighted | ||||||||
Average | ||||||||
Shares | Grant-Date | |||||||
(in thousands) | Fair Value | |||||||
Non-vested at June 30, 2011 |
1,365 | $ | 1.14 | |||||
Granted |
25 | 0.75 | ||||||
Vested |
(244 | ) | 1.16 | |||||
Cancelled or expired |
(2 | ) | 1.22 | |||||
Non-vested at September 30, 2011 |
1,144 | $ | 1.12 | |||||
Weighted | ||||||||
Average | ||||||||
Grant-Date | ||||||||
Shares | Fair Value | |||||||
Non-vested at June 30, 2011 |
1,820 | $ | 212.00 | |||||
Granted |
965 | 212.00 | ||||||
Exercised |
| | ||||||
Cancelled or expired |
| | ||||||
Outstanding at September 30, 2011 |
2,785 | $ | 212.00 | |||||
13
Weighted | ||||||||
Average | ||||||||
Grant-Date | ||||||||
Shares | Fair Value | |||||||
Non-vested at June 30, 2011 |
590 | $ | 212.00 | |||||
Granted |
| | ||||||
Vested |
| | ||||||
Cancelled or expired |
| | ||||||
Non-vested at September 30, 2011 |
590 | $ | 212.00 | |||||
Weighted | ||||||||
Average | ||||||||
Grant-Date | ||||||||
Shares | Fair Value | |||||||
Non-vested at June 30, 2011 |
2,050 | $ | 167.00 | |||||
Granted |
| | ||||||
Vested |
| | ||||||
Cancelled or expired |
| | ||||||
Non-vested at September 30, 2011 |
2,050 | $ | 167.00 | |||||
Weighted | ||||||||
Average | ||||||||
Grant-Date | ||||||||
Shares | Fair Value | |||||||
Non-vested at June 30, 2011 |
625 | $ | 167.00 | |||||
Granted |
| | ||||||
Vested |
| | ||||||
Cancelled or expired |
| | ||||||
Non-vested at September 30, 2011 |
625 | $ | 167.00 | |||||
14
15
| 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; |
|
| Our ability to raise sufficient capital to meet our long and short-term liquidity requirements; |
|
| Our ability to successfully pursue our business plan and execute our strategy; |
|
| Whether we will fully realize the economic benefits under our NASA 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 governmental or commercial customers; |
|
| 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 the International Space Station; |
|
| Delays in the timing of performance of our contracts; |
|
| Our ability to meet technological development milestones and overcome development challenges; and |
|
| Risks described in the Risk Factors section of our 2011 Annual Report on Form 10-K. |
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS |
16
| Facilities and support services necessary for the preparation of satellites and payloads for launch. |
||
| Design and fabrication of equipment and hardware for space launch activities. |
||
| Propellant services support for spacecraft. |
||
| Commercialization of space-based technologies into real-world applications. |
| 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 continuing 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
Three Months Ended | ||||||||
September 30, | ||||||||
2011 | 2010 | |||||||
Revenue |
$ | 4,840 | $ | 5,306 | ||||
Cost of revenue |
2,926 | 3,486 | ||||||
Gross profit |
1,914 | 1,820 | ||||||
Gross margin |
40 | % | 34 | % | ||||
Selling, general and administrative |
1,929 | 2,307 | ||||||
Research and development |
758 | 823 | ||||||
Operating expenses |
$ | 2,687 | $ | 3,130 | ||||
Interest and other expense, net |
(74 | ) | (103 | ) | ||||
Income tax expense |
(5 | ) | (6 | ) | ||||
Consolidated net loss |
$ | (852 | ) | $ | (1,419 | ) | ||
Less: Net loss attributable to noncontrolling interest |
(186 | ) | (256 | ) | ||||
Net loss attributable to Astrotech Corporation |
$ | (666 | ) | $ | (1,163 | ) | ||
18
Three Months Ended | ||||||||
September 30, | ||||||||
2011 | 2010 | |||||||
Net cash provided by operating activities |
$ | 708 | $ | 1,626 | ||||
Net cash used in investing activities |
(128 | ) | (109 | ) | ||||
Net cash provided by financing activities |
812 | 84 | ||||||
Net change in cash and cash equivalents |
$ | 1,392 | $ | 1,601 | ||||
19
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
20
ITEM 4. | CONTROLS AND PROCEDURES |
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 4. | REMOVED AND RESERVED |
ITEM 5. | OTHER INFORMATION |
21
ITEM 6. | EXHIBITS |
Exhibit No. | Description | ||
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. | ||
101
|
The following financial information from the Companys Quarterly Report on Form 10-Q, for the period ended September 30, 2011, formatted in eXtensible Business Reporting Language: (i) Unaudited Condensed Consolidated Balance Sheets, (ii) Unaudited Condensed Consolidated Statements of Operations, (iii) Unaudited Condensed Consolidated Statements of Cash Flows, (v) Notes to Unaudited Condensed Consolidated Financial Statements. (1) |
(1) | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files hereto are deemed not filed
or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the
Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under
those sections. |
Astrotech Corporation |
||||
Date: November 14, 2011 | /s/ Thomas B. Pickens III | |||
Thomas B. Pickens III | ||||
Chief Executive Officer | ||||
/s/ John M. Porter | ||||
John M. Porter | ||||
Senior Vice President and Chief Financial Officer | ||||
22
Exhibit 31.1
Certification of Chief Executive Officer
Section 302 Certification
I, Thomas B. Pickens III, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Astrotech Corporation; |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this quarterly report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly
report, fairly present in all material respects the financial condition, results of operations, and cash flows of
the registrant as of, and for, the periods presented in this quarterly report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and
have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared; and |
b. | Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal three months (the registrants fourth
fiscal three months in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal control over financial reporting. |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants auditors and the audit committee of the registrants board
of directors (or persons performing the equivalent function): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrants ability
to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting. |
Date: November 14, 2011
|
/s/ Thomas B. Pickens III | |
Thomas B. Pickens III | ||
Chief Executive Officer |
Exhibit 31.2
Certification of Chief Financial Officer
Section 302 Certification
I, John M. Porter, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Astrotech Corporation; |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this quarterly report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly
report, fairly present in all material respects the financial condition, results of operations, and cash flows of
the registrant as of, and for, the periods presented in this quarterly report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and
have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared; and |
b. | Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal three months (the registrants fourth
fiscal three months in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal control over financial reporting. |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants auditors and the audit committee of the registrants board
of directors (or persons performing the equivalent function): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrants ability
to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting. |
Date: November 14, 2011
|
/s/ John M. Porter | |
John M. Porter | ||
Senior Vice President and Chief Financial Officer |
Exhibit 32
Certification Pursuant to 18 U.S. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
Each of the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, in his capacity as an officer of Astrotech Corporation (Astrotech), that, to the best of his knowledge, the Quarterly Report of Astrotech on Form 10-Q for the period ended September 30, 2011, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operation of Astrotech.
Date: November 14, 2011
/s/ Thomas B. Pickens III | ||
Thomas B. Pickens III | ||
Chief Executive Officer | ||
/s/ John M. Porter | ||
John M. Porter | ||
Senior Vice President and Chief Financial Officer |
A signed original of this written statement required by Section 906 has been provided to Astrotech and will be retained by Astrotech and furnished to the Securities and Exchange Commission or its staff upon request.
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2011 | Jun. 30, 2011 |
---|---|---|
Stockholders' equity | ||
Preferred stock, no par value | ||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, no par value | ||
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 18,583,496 | 18,339,609 |
Treasury stock, shares | 311,660 | 311,660 |
Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data | 3 Months Ended | |
---|---|---|
Sep. 30, 2011 | Sep. 30, 2010 | |
Condensed Consolidated Statements of Operations [Abstract] | ||
Revenue | $ 4,840 | $ 5,306 |
Cost of revenue | 2,926 | 3,486 |
Gross profit | 1,914 | 1,820 |
Operating expenses: | ||
Selling, general and administrative | 1,929 | 2,307 |
Research and development | 758 | 823 |
Total operating expenses | 2,687 | 3,130 |
Loss from operations | (773) | (1,310) |
Interest and other expense, net | (74) | (103) |
Loss before income taxes | (847) | (1,413) |
Income tax expense | (5) | (6) |
Net loss | (852) | (1,419) |
Less: Net loss attributable to noncontrolling interest | (186) | (256) |
Net loss attributable to Astrotech Corporation | $ (666) | $ (1,163) |
Net loss per share attributable to Astrotech Corporation, basic | $ (0.04) | $ (0.07) |
Weighted average common shares outstanding, basic | 18,120 | 17,362 |
Net loss per share attributable to Astrotech Corporation, diluted | $ (0.04) | $ (0.07) |
Weighted average common shares outstanding, diluted | 18,120 | 17,362 |
Document and Entity Information (USD $) | 3 Months Ended | ||
---|---|---|---|
Sep. 30, 2011 | Nov. 04, 2011 | Dec. 31, 2010 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | ASTROTECH Corp \WA\ | ||
Entity Central Index Key | 0001001907 | ||
Document Type | 10-Q | ||
Document Period End Date | Sep. 30, 2011 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2012 | ||
Document Fiscal Period Focus | Q1 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 20,259,580 | ||
Entity Common Stock, Shares Outstanding | 19,366,766 |
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Fair Value Measurement | 3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement |
(7) Fair Value Measurement
The accounting standard for fair value measurements defines fair value, establishes a market-based
framework or hierarchy for measuring fair value, and expands disclosures about fair value
measurements. The standard is applicable whenever assets and liabilities are measured and included
in the financial statements at fair value.
The fair value hierarchy established in the standard prioritizes the inputs used in valuation
techniques into three levels as follows:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as
quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or
other inputs that are observable or can be corroborated by observable market data for substantially
the full term of the assets or liabilities.
Level 3—Unobservable inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities.
The following table presents the carrying amounts, estimated fair values and valuation input levels
of certain of the Company’s financial instruments as of September 30, 2011 and June 30, 2011 (in
thousands):
The carrying value of the Company’s debt at September 30, 2011 approximates fair value based
on rates available for similar debt available to comparable companies in the marketplace. The
carrying amounts of cash and cash equivalents, accounts receivable, notes receivable and accounts
payable approximate their fair market value due to the relatively short duration of these
instruments.
|
Income Taxes | 3 Months Ended |
---|---|
Sep. 30, 2011 | |
Income Taxes [Abstract] | |
Income Taxes |
(12) Income Taxes
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and
liabilities are recognized for the expected tax consequences of temporary differences between the
tax bases of assets and liabilities and their reported amounts. Valuation allowances are
established, when necessary, to reduce deferred tax assets to amounts that are more likely than not
to be realized. As of September 30, 2011, the Company has established a full valuation allowance
against all of its net deferred tax assets.
FASB ASC 740, Income Taxes (FASB ASC 740) addresses the accounting for uncertainty in income taxes
recognized in an entity’s financial statements and prescribes a recognition threshold and
measurement attribute for financial statement disclosure of tax positions taken or expected to be
taken on a tax return. As of September 30, 2011, the Company has
a liability of $60,000 ($39,000 net of
federal benefit) for unrecognized tax benefits.
For the three months ended September 30, 2011 and 2010, the Company’s effective tax rate differed
from the federal statutory rate of 35%, primarily due to recording changes to the valuation
allowance placed against its net deferred tax assets.
The Company files consolidated returns for federal, California, Florida, and Texas income and
franchise taxes.
The Company is currently under examination by the Internal Revenue Service for the fiscal years
ended June 30, 2008 through 2010. Loss carryovers are generally subject to modification by tax
authorities until 3 years after they have been utilized; as such, the Company is subject to
examination for the fiscal years ended 2000 through present for federal purposes and fiscal years
ended 2006 through present for state purposes.
|
Noncontrolling Interest | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest |
(3) Noncontrolling Interest
In January 2010, restricted shares of Astrotech subsidiaries, 1st Detect and
Astrogenetix, were granted to certain employees, directors and officers, resulting in Astrotech
owning less than 100% of the subsidiaries. The Company applied noncontrolling interest accounting
for the period ended September 30, 2011, which requires us to clearly identify the noncontrolling
interest in the balance sheets and income statements. We disclose three measures of net income
(loss): net loss, net loss attributable to noncontrolling interest, and net loss attributable to
Astrotech Corporation. Our operating cash flows in our consolidated statements of cash flows
reflect net loss, while our basic and diluted net loss per share calculations reflect net loss
attributable to Astrotech Corporation.
As of September 30, 2011, the Company’s share of income and losses is 86% for
1st Detect and 83% for Astrogenetix.
|
Segment Information | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information |
(9) Segment Information
Management’s primary financial and operating reviews focus on ASO, the core business unit. All
intercompany transactions between business units have been eliminated in consolidation.
Key financial metrics for the three months ended September 30, 2011 are as follows (in thousands):
|
Purchase of Common Stock | 3 Months Ended |
---|---|
Sep. 30, 2011 | |
Purchase of Common Stock [Abstract] | |
Purchase of Common Stock |
(14) Purchase of Common Stock
Common stock repurchases under the Company’s securities repurchase program may be made from
time-to-time, in
the open market, through block trades or otherwise in accordance with applicable regulations of the
Securities and Exchange Commission. Depending on market conditions and other factors, these
purchases may be commenced or suspended at any time or from time-to-time without prior notice.
Additionally, the timing of such transactions will depend on other corporate strategies and will be
at the discretion of the management of the Company.
As of September 30, 2011, we had repurchased 311,660 shares of common stock at a cost of $0.2
million, which represents an average cost of $0.76 per share, and $1.1 million of Senior
Convertible Notes payable. As a result, the Company is authorized to repurchase an additional $5.7
million of securities under this program.
|
State of Texas Funding | 3 Months Ended |
---|---|
Sep. 30, 2011 | |
State of Texas Funding [Abstract] | |
State of Texas Funding |
(10) State of Texas Funding
In March 2010, the Texas Emerging Technology Fund awarded 1st Detect $1.8
million for the development and marketing of the Miniature Chemical Detector, a portable mass
spectrometer designed to serve the security, healthcare and industrial markets. In exchange for the
award, 1st Detect granted a common stock purchase right and a note payable to
the State of Texas. As of September 30, 2011, 1st Detect has received both
$0.9 million disbursements totaling the full amount of the award. The proceeds from the award can
only be used to fund development of the Miniature Chemical Detector at 1st
Detect, not for repaying existing debt or for use in other Company subsidiaries.
The common stock purchase right is exercisable at the first “Qualifying Financing Event”, which is
essentially a change in control or third party equity investment in 1st
Detect. The number of shares available to the State of Texas, at the price of par value, is
calculated as the total disbursements (numerator) divided by the stock price established in the
Qualifying Financing Event (denominator). If the first Qualifying Financing Event does not occur
within 18 months of the agreement’s effective date, the number of shares available for purchase
will equal the total disbursements (numerator) divided by $100 (denominator). Management has requested the deadline for calculating the equity conversion factor be extended for an additional six months.
The note equals the disbursements to 1st Detect to date, accrues interest at
8% per year and cancels automatically at the earlier of (1) selling substantially all of the assets
of 1st Detect, (2) selling more than 50% of common stock of
1st Detect or (3) March 2020. No payments of interest or principal are due
on the note unless there is a default, which would occur if 1st Detect moves
its operations or headquarters outside of Texas at any time before March 2020.
1st Detect has the option to pay back the principal plus accrued interest by
December 31, 2011, but repayment does not cancel the State of Texas’ common stock purchase right.
Management considers the likelihood of voluntarily repaying the note or of a default event as
remote due to the fact that the covenants that would necessitate repayment are within the control
of the Company. As such, the two $0.9 million installments were accounted for as a contribution to
equity in the period ended September 30, 2011. As of September 30, 2011, no default events have
occurred.
|
Business and Credit Risk Concentration | 3 Months Ended |
---|---|
Sep. 30, 2011 | |
Business and Credit Risk Concentration [Abstract] | |
Business and Credit Risk Concentration |
(8) Business and Credit Risk Concentration
A substantial portion of our revenue has been generated under contracts with the U.S. Government.
During the three months ended September 30, 2011 and 2010, approximately 68% and 61%, respectively,
of our revenues were generated under U.S. Government contracts. Accounts receivable totaled $1.4
million at September 30, 2011, of which 77% was attributable to the U.S. Government.
The Company maintains funds in bank accounts that may exceed the limit insured by the Federal
Deposit Insurance Corporation, or “FDIC.” In October 2008, the FDIC increased its insurance to
$250,000 per depositor, and to an unlimited amount for non-interest bearing accounts. The risk of
loss attributable to these uninsured balances is mitigated by depositing funds in what we believe
to be high credit quality financial institutions. The Company has not experienced any losses in
such accounts.
|
Description of the Company and Operating Environment | 3 Months Ended |
---|---|
Sep. 30, 2011 | |
Description of the Company and Operating Environment/Basis of Presentation [Abstract] | |
Description of the Company and Operating Environment |
(1) Description of the Company and Operating Environment
Astrotech Corporation (Nasdaq: ASTC) (“Astrotech,” “the Company,” “we,” “us” or “our”) is a
commercial aerospace company that provides spacecraft payload processing and related services,
designs and manufactures space hardware, and commercializes space technologies for use on Earth.
The Company has experience supporting both manned and unmanned missions to space with product and
service support including space hardware design and manufacturing, research and logistics
expertise, engineering and support services, and payload processing and integration. Through new
Spacetech business initiatives such as 1st Detect and Astrogenetix, Astrotech
is paving the way in the commercialization of space by translating space-based technology into
terrestrial applications.
Our Business Units
Astrotech Space Operations (“ASO”)
ASO is a leading commercial supplier of satellite launch processing services in the United
States. ASO provides processing support for government and commercial customers for their complex
communication, earth observation and deep space satellites. ASO’s spacecraft processing
capabilities are among the elite in the industry, with ideally located facilities that can support
the largest five-meter class satellites, encompassing the majority of U.S. based satellite
preparation services. ASO has provided launch processing support for government and commercial
customers for more than a quarter century, successfully processing more than 290 spacecraft without
negatively impacting a customer launch schedule.
Spacetech
Our Spacetech business unit is an incubator intended to develop space-industry technologies into
commercial applications to be sold to consumers and industry. Spacetech is currently working on two
business initiatives: 1st Detect Corporation and Astrogenetix, Inc.
1st Detect’s business began under a Space Act Agreement with the National
Aeronautics and Space Administration (“NASA”) for a chemical detection unit to be used on the
International Space Station. 1st Detect engineers are developing a Miniature
Chemical Detector, based on ion trap mass spectrometry, that we believe fills a niche by being
highly accurate, lightweight, battery-powered, durable and inexpensive. Astrogenetix is a
biotechnology company created to use the unique environment of space to discover and develop novel
therapeutic products. A natural extension of the many years of experience preparing, launching, and
operating scientific payloads in space, Astrogenetix is in the process of developing products from
microgravity discoveries.
The Company’s significant legal entities include Astrotech Space Operations, Inc.,
1st Detect Corporation and Astrogenetix, Inc.
|
Net Loss per Share | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss per Share |
(4) Net Loss per Share
Basic net loss per share is computed on the basis of the weighted average number of shares of
common stock outstanding during the period. Diluted net loss per share is computed on the basis of
the weighted average number of shares of common stock plus the effect of dilutive potential common
shares outstanding during the period using the treasury stock method and the if-converted method.
Dilutive potential common shares include outstanding stock options, convertible debt, and
shared-based awards. Reconciliation and the components of basic and diluted net loss per share are
as follows (in thousands, except per share data):
As of September 30, 2010, the Senior Convertible notes payable outstanding, which were
convertible into 340,904 shares of common stock at $15.00 per share, were not included in the
computation of diluted net loss per share as the impact to net loss per share is anti-dilutive.
Options to purchase 1,153,350 shares of common stock at exercise prices ranging from $0.30 to
$24.10 per share outstanding, for the three months ended September 30, 2011, were not included in
diluted net loss per share, as the impact to net loss per share is anti-dilutive. Options to
purchase 404,050 shares of common stock at exercise prices ranging from $0.30 to $34.38 per share
outstanding for the three months ended September 30, 2010, were not included in diluted net loss
per share as the impact to net loss per share is anti-dilutive.
|
Revenue Recognition | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue Recognition [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue Recognition |
(5) Revenue Recognition
Astrotech recognizes revenue employing several generally accepted revenue recognition methodologies
across its business units. The methodology used is based on contract type and the manner in which
products and services are provided.
Revenue generated by Astrotech’s payload processing facilities is recognized ratably over the
occupancy period of the satellite while in the Astrotech facilities. The percentage-of-completion
method is used for all contracts where incurred costs can be reasonably estimated and successful
completion can be reasonably assured at inception. Changes in estimated costs to complete and
provisions for contract losses are recognized in the period they become known. Revenue for the sale
of commercial products is recognized at shipment.
A Summary of Revenue Recognition Methods
Under certain contracts, we make expenditures for specific enhancements and/or additions to our
facilities where the customer agrees to pay a fixed fee to deliver the enhancement or addition. We
account for such agreements as a reduction in the cost of such investments and recognize any excess
of amounts collected above the expenditure as revenue.
|
Early Termination of Cost Plus Award Fee Contract | 3 Months Ended |
---|---|
Sep. 30, 2011 | |
Early Termination of Cost Plus Award Fee Contract [Abstract] | |
Early Termination of Cost Plus Award Fee Contract |
(13) Early Termination of Cost Plus Award Fee Contract
The Company and ARES have resolved certain issues relative to the early termination of the
subcontract in May 2008, including, but not limited to, a receivable from ARES under this agreement
totaling $1.4 million. The Company wrote off $0.1 million of unbilled receivables in connection
with this agreement in the period ended June 30, 2010. In July 2010, the Company received $1.2
million from ARES. The remaining $0.2 million balance is expected to be paid upon completion of the
2005 through 2008 governmental audits by the DCAA.
|
Debt | 3 Months Ended |
---|---|
Sep. 30, 2011 | |
Debt [Abstract] | |
Debt |
(6) Debt
Credit Facilities
In October 2010, we entered into a financing facility with a commercial bank providing a $7.0
million term loan note and a $3.0 million revolving credit facility. The $7.0 million term loan
terminates in October 2015, and the $3.0 million revolving credit facility expires in October 2012.
The term loan requires monthly payments of principal plus interest at the rate of prime plus 0.25%,
but not less than 4.0%. The revolving credit facility allows multiple advances not to exceed $3.0
million, based on eligible accounts receivable, and incurs interest at the rate of prime plus
0.25%, but not less than 4.0%. The bank financing facilities are secured by the assets of ASO,
including accounts receivable, and require us to comply with designated covenants. The balance of
the $7.0 million term loan
at September 30, 2011 was $6.7 million and there was no outstanding balance on the revolving credit
facility at September 30, 2011.
The Company was in compliance with all covenants as of September 30, 2011.
|
Basis of Presentation | 3 Months Ended |
---|---|
Sep. 30, 2011 | |
Description of the Company and Operating Environment/Basis of Presentation [Abstract] | |
Basis of Presentation |
(2) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared by
Astrotech Corporation in accordance with United States generally accepted accounting principles for
interim financial information and the rules and regulations of the Securities and Exchange
Commission. Accordingly, they do not include all of the information and footnotes required by
United States generally accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring entries) considered
necessary for a fair presentation have been included. Operating results for the three months ended
September 30, 2011 are not necessarily indicative of the results that may be expected for the year
ending June 30, 2012. These financial statements should be read in conjunction with the financial
statements and notes included in the Company’s Annual Report on Form 10-K for the year ended June
30, 2011.
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Equity and Other Long Term Incentive Plans | 3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity and Other Long Term Incentive Plans [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity and Other Long Term Incentive Plans |
(11) Equity and Other Long Term Incentive Plans
Equity Grants
In the first and second quarters of the fiscal year ended June 30, 2010, the Compensation Committee
of the Board of Directors granted directors, named executive officers and employees 1,995,559 and
410,000, respectively, of restricted shares. The shares were issued from the 2008 Stock Incentive
Plan, vest 33.33% a year over a three-year period and expire upon employee termination.
In the
first quarter of fiscal year ended June 30, 2012, the Compensation Committee of the Board of Directors
granted directors, named executive officers and employees 579,000 stock options designed to
increase shareholder value by compensating employees over the long term. The options were issued
from the 2008 and 2011 Stock Incentive Plans, vest upon the Company’s stock achieving a closing
price of $1.50 and expire 10 years from grant date.
In July 2011, the Compensation
Committee of the Board of Directors granted a third party consultant
200,000 stock options intended to provide incentive which is aligned
with management and the shareholders. The options were
issued out of the 2011 Stock Incentive Plan, vest upon certain performance conditions and expire 7
years from grant date. Management considers the likelihood of the
performance conditions being met as remote, and therefore no expense
was recorded for the three months ended September 30, 2011.
As of September 30, 2011, 18,689 shares of common stock were reserved for future grants under the
2008 Stock Incentive Plan and 1,386,000 shares of common stock reserved for future grant under the
2011 Stock Incentive Plan. In the three months ended September 30, 2011 and 2010, we recognized
compensation expense of $0.3 million and $0.2 million, respectively, for restricted stock and stock
options outstanding.
Related Party Transactions
Director Compensation
In August 2009, the Board of Directors granted 525,000 total restricted shares valued at $0.6
million to directors from the 2008 Stock Incentive Plan. The restricted shares vest 33.33% a year
for three years and expire upon termination. Compensation expense of $0.1 million was recorded in
the three months ended September 30, 2011 for these awards.
In September 2011, the Board of Directors granted 150,000 total stock options valued at $0.1
million to directors from the 2011 Stock Incentive Plan. The stock options vest upon the Company’s
stock achieving a closing price of $1.50 and expire 10 years from grant date. Compensation expense
of $0.1 million was recorded in the three months ended September 30, 2011.
Executive Compensation
1st Detect
In January 2010, an independent committee of the Board of Directors of 1st
Detect approved a grant of 1,180 restricted stock shares and 1,820 stock purchase warrants to
certain officers, directors and employees of 1st Detect pursuant to restricted stock agreements and
stock purchase warrants between 1st Detect and each such individual. The awards will vest as
follows, subject to earlier vesting upon the grantee’s death or disability or in the event of a
change of control of the Company: 50% on the first anniversary of the grant date and 50% on the
second anniversary of the grant date. The restricted stock agreements and stock purchase warrants
provide for forfeiture of unvested stock if the recipient is terminated or voluntarily ceases to
perform services for 1st Detect, immediate vesting upon a change of control,
and restrictions on and requirements as to transfer. The stock purchase warrants have an exercise
price equal to the fair market value of 1st Detect’s common stock on the date
of grant as determined by an independent valuation firm.
The number of shares and warrants underlying each award to a named executive officer is as follows:
Thomas B. Pickens III: 300 shares, 680 warrants; John Porter: 200 shares, 180 warrants. In the
three months ended September 30, 2011 and 2010, we recognized compensation expense of $0.1 million
and $0.1 million, respectively, for restricted stock and warrants outstanding.
In September 2011, the Board of Directors of 1st Detect approved a grant of 965 stock
options to certain officers, directors and employees of 1st Detect. The awards vest
upon certain performance conditions being met and expire 10 years from grant date. The stock
options have an exercise price equal to the fair market value of 1st Detect’s
common stock on the date of grant as determined by an independent valuation firm.
The number of options underlying each award to a named executive officer is as follows: Thomas B.
Pickens III: 200 stock options; John Porter: 150 stock options. In the three months ended September
30, 2011, the Company recognized compensation expense of $0.1 million.
Assuming
a business event occurred which resulted in the vesting of all
restricted stock, stock purchase warrants and stock options, then Thomas B. Pickens III would hold 10.8%,
John Porter would hold 4.8% and the Company would hold 63.8% of the outstanding shares of
1st Detect.
The restricted stock issuances resulted in noncontrolling interest, as described in Note 3.
Astrogenetix
In January 2010, an independent committee of the Board of Directors of Astrogenetix approved a
grant of 1,550 restricted stock shares, of which 300 have been cancelled. There were 2,050 stock purchase
warrants that were also granted to certain officers, directors and employees of Astrogenetix pursuant to restricted stock
agreements and stock purchase warrants between Astrogenetix and each such individual. The awards
will vest as follows, subject to earlier vesting upon the grantee’s death or disability or in the
event of a change of control of the Company: 50% on the first anniversary of the grant date and 50%
on the second anniversary of the grant date. The restricted stock agreements and stock purchase
warrants provide for forfeiture of unvested stock if the recipient is terminated or voluntarily
ceases to perform services for Astrogenetix, immediate vesting upon a change of control, and
restrictions on and requirements as to transfer. The stock purchase warrants have an exercise price
equal to the fair market value of Astrogenetix’s common stock on the date of grant as determined by
an independent valuation firm.
The number of shares and warrants underlying each award to a named executive officer is as follows:
Thomas B. Pickens III: 500 shares, 1,000 warrants; John Porter: 400 shares, 800 warrants. In the
three months ended September 30, 2011 and 2010, we recognized compensation expense of $0.1 million
and $0.1 million, respectively, for restricted stock and warrants outstanding.
Assuming
a business event occurred which resulted in the vesting of all
restricted stock and stock purchase warrants, then Thomas B. Pickens III would hold 16.1%, John Porter would hold
12.9% and the Company would hold 64.5% of the outstanding shares of Astrogenetix.
The restricted stock issuances resulted in noncontrolling interest, as described in Note 3.
Stock Options
In September 2011, 779,000 stock options were granted. At September 30, 2011 and 2010, there were
$0.3 million and $0.1 million, respectively, of total unrecognized compensation costs related to
non-vested stock options, which is expected to be recognized over a weighted average period of 8.4
years.
The Company’s stock options activity for the three months ended September 30, 2011 was as follows:
Restricted Stock
At September 30, 2011 and 2010, there were $0.7 million and $1.5 million respectively, of
unrecognized compensation costs related to restricted stock, which is expected to be recognized
over a weighted average period of 1.0 years.
The Company’s restricted stock activity for the three months ended September 30, 2011 was as
follows:
Stock Options and Warrants for 1st Detect
At September 30, 2011 and 2010, there was $0.1
million and $0.1 million respectively, of unrecognized compensation costs related to warrants and
options, which is expected to be recognized over a weighted average period of 5.3 years. In the
three months ended September 30, 2011 and 2010, we recognized compensation expense of $0.1 million
and $0.1 million, respectively, for stock options and warrants outstanding.
1st Detect stock options and warrants activity for the three months ended
September 30, 2011 was as follows:
Restricted Stock for 1st Detect
At September 30, 2011 and 2010, there were $0.1 million and $0.2 million respectively, of
unrecognized compensation costs related to restricted stock, which is expected to be recognized
over a weighted average period of 0.3 years. In the three months ended September 30, 2011 and 2010,
we recognized compensation expense of $0.1 million and $0.1 million, respectively, for restricted
stock outstanding.
1st Detect restricted stock activity for the three months ended September 30,
2011 was as follows:
Warrants for Astrogenetix
At September 30, 2011 and 2010, there was $0.1 million and $0.1 million respectively, of
unrecognized compensation costs related to warrants, which is expected to be recognized over a
weighted average period of 0.3 years. In the three months ended September 30, 2011 and 2010, we
recognized compensation expense of $0.1 million and $0.1 million, respectively, for warrants
outstanding.
Astrogenetix warrant activity for the three months ended September 30, 2011 was as follows:
Restricted Stock for Astrogenetix
At September 30, 2011 and 2010, there was $0.1 million and $0.1 million respectively, of
unrecognized compensation costs related to restricted stock, which is expected to be recognized
over a weighted average period of 0.3 years. In the three months ended September 30, 2011 and 2010,
we recognized compensation expense of $0.1 million and $0.1 million, respectively, for restricted
stock outstanding.
Astrogenetix restricted stock activity for the three months ended September 30, 2011 was as
follows:
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