Common Stock Incentive, Stock Purchase Plans and Other Compensation Plans

12 Months Ended

Jun. 30, 2014

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

Common Stock Incentive, Stock Purchase Plans and Other Compensation Plans

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

At June 30, 2014, 3,672,501 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. At the time of approval, 395,000 shares of our common stock were reserved for issuance under this plan. As of June 30, 2014, 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. At the time of approval, 50,000 shares of our common stock were reserved for issuance under this plan. As of June 30, 2014, there are 44,000 shares available for future grant.

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. At the time of approval, 5,500,000 shares of our common stock were reserved for issuance under this plan. The 2008 Plan, administered by the Compensation Committee of the Board of Directors, provides for granting of incentive awards in the form of stock options, stock appreciation rights (SARs) and restricted stock to employees, directors and consultants of the Company. Stock options previously awarded vested upon the Company’s stock achieving a closing price of $1.63 on October 21, 2013, resulting in incremental compensation expense of $0.6 million. These options expire ten years from grant date or upon employee or director termination. Restricted shares awarded will vest 33.33% a year over a three year period and expire upon employee or director termination. There have been no SARs granted from the 2008 Plan. As of June 30, 2014, there are 362,501 shares available for grant under the 2008 Plan.

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. At the time of approval, 1,750,000 shares of our common stock were reserved for issuance under this plan. On June 26, 2014, an additional 2,000,000 shares of our common stock were approved for issuance under this plan. The 2011 Plan, administered by the Compensation Committee of the Board of Directors, provides for granting of incentive awards in the form of stock options, stock appreciation rights (SARs) and restricted stock to employees, directors and consultants of the Company. Stock options previously awarded vested upon the Company’s stock achieving a closing price of $1.63 on October 21, 2013, resulting in incremental compensation expense of $0.6 million. These options expire ten years from the grant date or upon employee or director termination. There have been no SARs or restricted stock granted from the 2011 Plan. As of June 30, 2014, there are 3,266,000 shares available for grant under the 2011 Plan.

Stock Option Activity Summary

The Company’s stock option activity for year ended June 30, 2013 and 2014 was as follows:

	Shares			Weighted Average
	(in thousands)			Exercise Price
Outstanding at June 30, 2012		1,141		$	0.79
Granted		330			1.20
Exercised		(119	)		0.34
Cancelled or expired		(177	)		0.85
Outstanding at June 30, 2013		1,175			0.94
Exercised		(66	)		0.64
Cancelled or expired		(234	)		1.75
Outstanding at June 30, 2014		875			0.91

The aggregate intrinsic value of options exercisable at June 30, 2014 was $2.1 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
$0.32 – 0.45		216,250		3.36	$	0.38		216,250	$	0.38
$0.71 – 0.71		331,500		6.20		0.71		331,500		0.71
$1.20 – 24.10		327,000		6.79		1.47		327,000		1.47
$0.32 – 24.10		874,750		5.72	$	0.91		874,750	$	0.91

Compensation costs recognized related to vested stock option awards during the year ended June 30, 2014, and 2013 was $0.6 million and $0.1 million, respectively. At June 30, 2014 and 2013, there was $0.0 million and $0.5 million, respectively, of total unrecognized compensation cost related to non-vested stock option awards.

Restricted Stock

At June 30, 2014, and 2013, there was $1,000 and $0.1 million of unrecognized compensation costs related to restricted stock, respectively, which is expected to be recognized over a weighted average period of 0.15 years.

The Company’s restricted stock activity for the year ended June 30, 2013 and 2014, was as follows:

	Shares  (in thousands)			Weighted  Average  Grant-Date  Fair Value
Non-vested at June 30, 2012		678		$	1.12
Vested		(528	)		1.13
Cancelled or expired		(133	)		1.15
Non-vested at June 30, 2013		17		$	0.75
Vested		(9	)		0.75
Cancelled or expired		—			—
Non-vested at June 30, 2014		8		$	0.75

Stock Options 1^st Detect

At June 30, 2014 and 2013, there was $0.0 million and $0.1 million of unrecognized compensation costs related to options and warrants, respectively. These options and warrants were cancelled as of June 11, 2014.

The Company’s stock activity for the year ended June 30, 2013 and 2014 was as follows:

	Shares			Weighted Average
	(in thouasands)			Exercise Price
Outstanding at June 30, 2011		2,730		$	212.00
Cancelled or expired		(255	)		212.00
Outstanding at June 30, 2012		2,475		$	212.00
Cancelled, forfeited or expired		(2,475	)		212.00
Outstanding at June 30, 2013		—		$	—

Restricted Stock 1^st Detect

As of June 11, 2014 the awards were effectively cancelled. At June 30, 2013 the awards were fully vested and there was no additional compensation expense to be recognized related to restricted stock.

Stock Options Astrogenetix

As of June 11, 2014 the awards were effectively cancelled. At June 30, 2013 the warrants were fully vested and there was no additional compensation expense to be recognized related to warrants.

The Company’s stock options activity for the year ended June 30, 2014 was as follows:

	Shares			Weighted Average
	(in thouasands)			Exercise Price
Outstanding at June 30, 2012		2,000		$	167.00
Cancelled or expired		—			—
Outstanding at June 30, 2013		2,000		$	167.00
Cancelled, forfeited or expired		(2,000	)		167.00
Outstanding at June 30, 2014		—		$	—

Restricted Stock Astrogenetix

As of June 11, 2014 the awards were effectively cancelled. At June 30, 2013 the awards were fully vested and there was no additional compensation expense to be recognized related to restricted stock.

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 options are amortized as compensation expense on a straight-line basis over the vesting period of the grants. No grants were issued for the year ended June 30, 2014. The assumptions used for the year ended June 30, 2013 are summarized in the following table:

	Astrotech
	Year ended  June 30,
	2013
Expected Dividend Yield		0	%
Expected Volatility		0.71
Risk-Free Interest Rates		0.20	%
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.

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.

Incentive Compensation

At June 30, 2014 and 2013, the Company had accrued $1.1 million and $0.4 million, respectively, as part of its incentive compensation.