Common Stock Compensation Plans

12 Months Ended

Jun. 30, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Common Stock Compensation Plans

(10) Common Stock Incentive, Stock Purchase Plans and Other Compensation Plans

At June 30, 2012, 1,462,653 shares of Common Stock were reserved for future grants of stock incentive grants under the Company’s four stock incentive plans.

The 1994 Plan (“1994 Plan”)

Under the terms of the 1994 Plan, the number and price of the stock incentive awards granted to employees is determined by the Board of Directors and such grants vest, in most cases, incrementally over a period of four years and expire no more than ten years after the date of grant. The total number of shares that are available under this plan is 395,000. As of June 30, 2012, there are no shares available for grant. Based on the Articles of the 1994 stock incentive plan, no awards shall be granted more than ten years after the effective date of the plan unless amended.

The Directors’ Stock Option Plan (“Director’s Plan”)

Options under the Director’s Plan vest after one year and expire seven years from the date of grant. The total number of options that are available under this plan is 50,000. Through June 30, 2012, there are 38,500 options available for grant.

Space Media, Inc. Stock Option Plan

During the year ended June 30, 2000, Space Media, Inc. (“SMI”), a majority-owned subsidiary of the Company, adopted an option plan under which 1,500,000 shares of our Common Stock have been reserved for future grants. The operations of SMI have been discontinued. No options were issued or are outstanding under this plan.

2008 Stock Incentive Plan (“2008 Plan”)

The 2008 Plan was created to promote growth of the Company by aligning the long-term financial success of the Company with the employees, consultants and directors. In the first and second quarters of fiscal 2010, the compensation committee of the Board of Directors granted 1,995,559 and 410,000 restricted shares, respectively, to directors, named executive officers and employees in recognition of the positive fiscal 2009 financial and operating performance. The shares were issued from the 2008 Stock Incentive Plan, vest 33.33% a year over a three year period and expire upon the employee’s termination. In the first quarter of fiscal 2012, the compensation committee of the Board of Directors granted a director 25,000 restricted shares which vest 33.33% a year over a three year period and expire upon the directors termination; and granted 415,000 stock options to employees that vest upon the Company’s stock achieving a closing price of $1.50 and expire 10 years from grant date or upon employee termination. As of June 30, 2012, 6,062,267 stock options and restricted shares were granted, 598,685 shares have been cancelled and 36,418 shares are available for future grant.

2011 Stock Incentive Plan (“2011 Plan”)

The 2011 Plan was designed to increase shareholder value by compensating employees over the long term. The plan is to be used to promote long-term financial success and execution of our business strategy. In the first quarter of fiscal 2012, the compensation committee of the Board of Directors granted 164,000 stock options to directors and an employee that vest upon the Company’s stock achieving a closing price of $1.50 and expire 10 years from grant date or upon employee or director termination. Also, in the first quarter the compensation committee of the Board of Directors granted 200,000 stock options to a third party consultant intended to provide incentive which is aligned with management and the shareholders. As of June 30, 2012, 364,000 stock options were granted and 1,386,000 shares are available for grant.

2011 1^st Detect Stock Incentive Plan

The 2011 Plan was designed to increase shareholder value by compensating employees over the long term. The plan is to be used to promote long-term financial success and execution of our business strategy. In the first quarter of fiscal 2012, the Board of Directors of 1^st Detect approved a grant of 965 stock options to certain officers, directors and employee of 1^st 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 1^st Detect’s common stock on the date of grant as determined by an independent valuation firm. As of June 30, 2012, 965 stock options were granted, 10 stock options have been cancelled and 1,545 shares are available for grant.

1^st Detect

On January 19, 2010, an independent committee of the Board of Directors of 1^st Detect, a subsidiary of the Company, approved a grant of 1,180 restricted stock shares, of which 75 have been subsequently cancelled, and 1,820 stock purchase warrants, of which 45 have been subsequently cancelled, to certain officers, directors and employees of 1^st Detect. The awards vest 50% a year over a 2 year period. The restricted stock awards are equal to the fair market value of 1^st Detect’s common stock on the date of grant as determined by an independent valuation firm. The Company recognized compensation expense of $0.1 million for restricted stock outstanding for each of the years ended June 30, 2012 and 2011. The Company utilized the Black-Scholes methodology in determining the fair market value of the warrants of $0.2 million, of which $0.1 million was recognized for each of the years ended June 30, 2012 and 2011.

Astrogenetix

On January 19, 2010, an independent committee of the Board of Directors of Astrogenetix, a subsidiary of the Company, approved a grant of 1,550 restricted stock shares, of which 375 have been subsequently cancelled, and 2,050 stock purchase warrants, of which 50 have been subsequently cancelled, to certain officers, directors and employees of Astrogenetix. The awards vest 50% a year over a 2 year period. The restricted stock awards are equal to the fair market value of Astrogentix’s common stock on the date of grant as determined by an independent valuation firm. The Company recognized compensation expense of $0.1 million for restricted stock outstanding for each of the years ended June 30, 2012 and 2011. The Company utilized the Black-Scholes methodology in determining the fair market value of the warrants of $0.1 million, of which $0.1 million was recognized for each of the years ended June 30, 2012 and 2011.

Stock Option Activity Summary

The Company’s stock options activity for the twelve months ended June 30, 2012 was as follows:

	Shares	Weighted Average
	(in thousands)	Exercise Price
Outstanding at June 30, 2011	377	$	1.28
Granted	779		0.79
Exercised	—		—
Cancelled or expired	(15)		12.66
Outstanding at June 30, 2012	1,141	$	0.79

The aggregate intrinsic value of options exercisable at June 30, 2012 was $0.2 million as the fair value of the Company’s common stock is more than the exercise prices of these options.

Range of exercise prices	Number Outstanding	Options Outstanding Weighted- Average Remaining Contractual Life (years)	Weighted- Average Exercise Price		Number Exercisable	Options Exercisable Weighted- Average Exercise Price
$0.30 – 0.45	353,750	6.29	$	0.37	295,000	$	0.37
$0.71 – 11.50	783,800	8.30		0.91	11,900		8.46
$14.30 – 24.10	3,200	2.61		19.20	3,200		19.20
$0.30 – 24.10	1,140,750	7.66	$	0.79	310,100	$	0.87

Compensation costs recognized related to vested stock option awards during the year ended June 30, 2012, and 2011 was $0.1 million and $(0.1) million, respectively. At June 30, 2012, there was $0.3 million of total unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a weighted-average period of 9.2 years.

Restricted Stock

At June 30, 2012, and 2011, there was $0.1 million and $0.9 million of unrecognized compensation costs related to restricted stock, respectively, which is expected to be recognized over a weighted average period of 0.2 years.

The Company’s restricted stock activity for the twelve months ended June 30, 2012, was as follows:

	Shares (in thousands)	Weighted Average Grant-Date Fair Value
Non-vested at June 30, 2011	1,365	$	1.14
Issued	25		0.75
Vested	(699)		1.14
Cancelled or expired	(13)		1.22
Non-vested at June 30, 2012	678	$	1.14

Stock Option 1^st Detect

At June 30, 2012, there was $0.1 million of unrecognized compensation costs related to options and warrants respectively, which is expected to be recognized over a weighted average period of 9.3 years.

The Company’s stock activity for the twelve months ended June 30, 2012 was as follows:

	Shares	Weighted Average
	(in thousands)	Exercise Price
Outstanding at June 30, 2011	1,820	$	212.00
Granted	965		212.00
Exercised	—		—
Cancelled or expired	(55)		212.00
Outstanding at June 30, 2012	2,730	$	212.00

Restricted Stock 1^st Detect

At June 30, 2012 the awards were fully vested and there is no additional compensation expense to be recognized related to restricted stock. At June 30, 2011, there was $0.1 million of unrecognized compensation costs related to restricted stock.

1^st Detect restricted stock activity for the twelve months ended June 30, 2012, was as follows:

	Shares (in thousands)	Weighted Average Grant-Date Fair Value
Non-vested at June 30, 2011	590	$	212.00
Granted	—		—
Vested	(515)		212.00
Cancelled or expired	(75)		212.00
Non-vested at June 30, 2012	—	$	—

Stock Option Astrogenetix

At June 30, 2012 the warrants were fully vested and there is no additional compensation expense to be recognized related to warrants. At June 30, 2011 there was $0.1 million of unrecognized compensation costs related to warrants.

The Company’s stock options activity for the twelve months ended June 30, 2012 was as follows:

	Shares	Weighted Average
	(in thousands)	Exercise Price
Outstanding at June 30, 2011	2,050	$	167.00
Granted	—		—
Exercised	—		—
Cancelled or expired	(50)		167.00
Outstanding at June 30, 2012	2,000	$	167.00

Restricted Stock Astrogenetix

At June 30, 2012, the awards were fully vested and there is no additional compensation expense to be recognized related to restricted stock. At June 30, 2011 there was $0.1 million of unrecognized compensation costs related to restricted stock.

Astrogenetix restricted stock activity for the twelve months ended June 30, 2012, was as follows:

	Shares (in thousands)	Weighted Average Grant-Date Fair Value
Non-vested at June 30, 2011	625	$	167.00
Granted	—		—
Vested	(550)		167.00
Cancelled or expired	(75)		167.00
Non-vested at June 30, 2012	—	$	—

Other Stock Based Incentive Awards

In December 2007 we issued 239,900 performance shares out of the 1994 Plan. Subsequent to issuance 179,000 shares were forfeited, accordingly 60,900 shares vested in February 2011. The performance shares were valued at the close of business on the date of grant, and recognized expense and accrued an incentive compensation liability, pro rata over the vesting period. There was no expense incurred in year ended June 30, 2012 and there was $0.1 million expense incurred for the year ended June 30, 2011.

Fair Value of Stock Based Compensation

Stock-based compensation costs are generally based on the fair value calculated from the Black-Scholes or Binomial option-pricing model on the date of grant for stock options.  The fair values of stock are amortized as compensation expense on a straight-line basis over the vesting period of the grants. The assumptions used are summarized in the following table:

	Astrotech
	Year ended June 30,
	2012		2011
Expected Dividend Yield	0	%	—	%
Expected Volatility	0.77		—
Risk-Free Interest Rates	0.2	%	—	%
Expected Option Life (in years)	10.00		—

  •   The expected dividend yield is based on our current dividend yield and the best estimate of projected dividend yield for future periods within the expected life of the option, which is currently 0%.

  •   We estimated volatility using our historical share price performance over the last two years.  Management believes the historical estimated volatility is materially indicative of expectations about expected future volatility

  •   The estimate of the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.

  •   The expected life is calculated using the contractual term of the options as well as an analysis of the Company’s historical exercises of stock options.

	Spacetech
	Year ended June 30,
	2012		2011
Expected Dividend Yield	0	%	0	%
Expected Volatility	0.33		0.66
Risk-Free Interest Rates	0.1	%	0.9	%
Expected Option Life (in years)	10.00		2.00

  •   The expected dividend yield is based on our current dividend yield and the best estimate of projected dividend yield for future periods within the expected life of the option, which is currently 0%.

  •   We estimated volatility using industry competitor’s historical share price performance over the last two years.  Management believes the historical estimated volatility is materially indicative of expectations about expected future volatility.

  •   The estimate of the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.

  •   The expected life is calculated using the contractual term of the options as well as an analysis of the Company’s historical exercises of stock options.

Cash Based Long Term Incentive Awards

The Compensation Committee of the Board of Directors adopted and implemented a Long-Term Cash Incentive Plan during the second quarter of fiscal year 2008. The Long-Term Cash Incentive Plan pays cash awards to employees upon the successful completion of certain events and passage of time as established by the Compensation Committee. In the year ended June 30, 2008, the Compensation Committee awarded Long-Term Cash Incentive Units valued at $0.3 million to employees. These units vested 50% in August 2010 and 50% in February 2011. For fiscal year 2011, expense recognized for this plan totaled $0.1 million and cash paid to employees was $0.1 million.

Securities Repurchase Program

In March 2009, the Company repurchased 300,000 shares of Common Stock at a price of $0.40 per share, pursuant to the securities repurchase program. As of June 30, 2011, we had repurchased 311,660 share 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. As a result, the Company is authorized to repurchase an additional $5.7 million of securities under this program.

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.