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Share-Based Compensation
 12 Months Ended
Jun. 30, 2019
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
Long-Term Incentive Plans
Equity-Settled Plans
The Company adopted, and the shareholders approved, the 2007 Long-Term Incentive Plan (the “2007 Plan”), effective November 21, 2006, to provide incentives to certain eligible employees, directors and consultants. A maximum of 1.4 million shares of the Company’s common stock can be issued under the 2007 Plan in connection with the grant of awards. Awards to purchase common stock have been granted pursuant to the 2007 Plan and are outstanding to various employees, officers, directors, Scientific Advisory Board members and independent distributors at prices between $1.75 and $10.50 per share, with initial vesting periods of one to three years. Awards expire in accordance with the terms of each award and the shares subject to the award are added back to the 2007 Plan upon expiration of the award. The contractual term of stock options granted is generally ten years. As of June 30, 2019, there were stock option awards outstanding, net of awards expired, for the purchase in aggregate of 44,000 shares of the Company’s common stock. No new awards can be granted under the 2007 Plan.
The Company adopted, and the shareholders approved, the 2010 Long-Term Incentive Plan (the “2010 Plan”), effective September 27, 2010, as amended on August 21, 2014, to provide incentives to certain eligible employees, directors and consultants. A maximum of 1.0 million shares of the Company’s common stock can be issued under the 2010 Plan in connection with the grant of awards. Awards to purchase common stock have been granted pursuant to the 2010 Plan and are outstanding to various employees, officers and directors. Outstanding stock options awarded under the 2010 Plan have exercise prices between $5.60 and $20.09 per share, and vest over one to four year vesting periods. Awards expire in accordance with the terms of each award. The contractual term of stock options granted is generally ten years. As of June 30, 2019, there were stock option awards outstanding, net of awards expired, for an aggregate of 0.1 million shares of the Company’s common stock. No new awards will be granted under the 2010 Plan and forfeited or terminated shares may be added to the 2017 Plan pool as described below.
The Company adopted, and the shareholders approved, the 2017 Long-Term Incentive Plan (the “2017 Plan”), effective February 16, 2017 to provide incentives to certain eligible employees, directors and consultants. On February 2, 2018 and November 15, 2018, the shareholders approved amendments to the 2017 Plan to increase by 425,000 shares and 715,000 shares, respectively, the number of shares of the Company's common stock that are available for issuance under the 2017 Plan. The maximum number of shares that can be issued under the 2017 Plan is not to exceed 2,265,000 shares, calculated as the sum of (i) 1,790,000 shares and (ii) up to 475,000 shares previously reserved for issuance under the 2010 Plan, including shares returned upon cancellation, termination or forfeiture of awards that were previously granted under that plan. As of June 30, 2019, a maximum of 2.3 million shares of the Company's common stock can be issued under the 2017 Plan in connection with the grant of awards. Outstanding stock options awarded under the 2017 Plan have exercise prices of $4.44 per share, and vest over a three year vesting period. Awards expire in accordance with the terms of each award and, upon expiration of the award, the shares subject to the award are added back to the 2017 Plan. The contractual term of stock options granted are substantially the same as described above for the 2007 Plan and 2010 Plan. As of June 30, 2019, there were stock option awards outstanding, net of awards expired, for an aggregate of 0.4 million shares of the Company’s common stock.
Cash-Settled Plans
Performance Units
The Company adopted a performance incentive plan effective July 1, 2016 (the "Fiscal 2017 Performance Plan"). The Fiscal 2017 Performance Plan is intended to provide selected employees an opportunity to earn performance-based cash bonuses whose value is based upon the Company’s stock value and to encourage such employees to provide services to the Company and to attract new individuals with outstanding qualifications. The Fiscal 2017 Performance Plan seeks to achieve this purpose by providing for awards in the form of performance share units (the “Units”). No shares will be issued under the Fiscal 2017 Performance Plan. Awards may be settled only with cash and will be paid subsequent to award vesting. The fair value of share-based compensation awards, that include performance shares, are accounted for as liabilities. Vesting for the Units is subject to achievement of both service-based and performance-based vesting requirements. Performance-based vesting occurs in three installments if the Company meets certain performance criteria generally set for each year of a three-year
performance period. The service-based vesting criteria occurs in a single installment at the end of the third fiscal year after the awards are granted if the participant has continuously remained in service from the date of award through the end of the third fiscal year. The fair value of these awards is based on the trading price of the Company's common stock and is remeasured at each reporting period date until settlement. The Company adopted a separate performance incentive plan effective July 1, 2017 (the "Fiscal 2018 Performance Plan"). The Fiscal 2018 Performance Plan includes performance-based and service-based vesting requirements and payment terms that are substantially the same as described above for the Fiscal 2017 Performance Plan.
Phantom Units
During the fiscal year ended June 30, 2018, the Company awarded phantom units to its executive officers and senior management. The vesting date for the phantom units was December 31, 2018, at which time the units would be settled in cash equal to (i) the number of vested units multiplied by (ii) the positive difference (if any) between the value at December 31, 2018 and $4.76, the closing price of the Company's common stock on the start date. The start date is December 29, 2017, the last business day of calendar year 2017. The fair value of these awards is based on the Black Scholes valuation model and is remeasured at each reporting period date until settlement.
Upon vesting of the phantom units, the awards were partially settled in cash and partially settled with the issuance of restricted stock units. The restricted stock units were issued on January 8, 2019 and vest in a single installment after a one-year vesting period, subject to continued service through the vesting date.
Employee Stock Purchase Plan
General.   The Company’s 2019 Employee Stock Purchase Plan ("ESPP") was adopted by its board of directors in September 2018 and its stockholders approved it in November 2018. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code.
Share Reserve.   The Company has reserved 400,000 shares of its common stock for issuance under the ESPP. As of June 30, 2019, 400,000 shares were available for issuance under the ESPP. The number of shares reserved under the ESPP will automatically be adjusted in the event of a stock split, stock dividend or a reverse stock split (including an adjustment to the per-purchase period share limit).
Purchase Price.   Employees may purchase each share of common stock under the ESPP at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of the six-month offering periods. An employee’s payroll deductions under the ESPP are limited to 15% of the compensation, and up to a maximum of 3,000 shares may be purchased during any offering period. A participant shall not be granted an option under the ESPP if such option would permit the participant’s rights to purchase stock to accrue at a rate exceeding $25,000 fair market value of stock for each calendar year in which such option is outstanding at any time. 
Offering Periods.   Unless otherwise determined by the compensation committee, the ESPP will be operated through a series of successive six-month offering periods, which will begin each year on March 1 and September 1.  
The first offering period under the ESPP began on March 1, 2019. During the fiscal year ended June 30, 2019, no shares of common stock were purchased under the ESPP.
Stock-Based Compensation
In accordance with accounting guidance for stock-based compensation, payments in equity instruments for goods or services are accounted for by the fair value method. For the fiscal years ended June 30, 2019, 2018 and 2017, stock-based compensation of $4.9 million, $3.0 million and $2.3 million, respectively, was reflected as an increase to additional paid in capital and $0.6 million, $0.2 million and $0.7 million, respectively, was reflected as an increase to other accrued expenses, all of which was employee related.
At June 30, 2019, there was $4.9 million of unrecognized compensation cost related to nonvested share-based compensation arrangements under the 2010 and 2017 Plans, based on management's estimate of the shares that will ultimately vest. The Company expects to recognize such costs over a weighted-average period of 1.62 years.
Stock Options
During the fiscal year ended June 30, 2018, the Company awarded stock options ("FY 2018 Stock Options") to its executive officers and senior management. The vesting period for the FY 2018 Stock Options is three years and occurs as follows, subject to continued service through the applicable vesting dates: one-third of the total number of shares awarded vests on January 1, 2019; and one-twelfth of the total number of shares awarded vests on the last day of each fiscal quarter following
January 1, 2019. The fair value of the stock options will be recognized on a straight-line basis over the requisite service period of the awards.
There were no stock option grants during the fiscal years ended June 30, 2019 and June 30, 2017.
The fair value of stock option awards was estimated using the Black-Scholes option-pricing model with the following assumptions and weighted-average fair value:
 
June 30, 2018
Weighted-average grant date fair value
$
2.25

Risk-free interest rate
2.3
%
Expected volatility
59.0
%
Expected life (years)
4.7


The following is a summary of stock option activity for the fiscal years ended June 30, 2019, 2018 and 2017:
 
Options (in thousands)
 
Weighted
Average
Exercise Price
 
Weighted
Average Remaining
Contractual Term (in years)
 
Aggregate Intrinsic Value (in thousands)
Outstanding at June 30, 2016
383

 
$
7.28

 

 


 
 
 
 
 
 
 
 
Granted
—

 
$
—

 

 


Exercised
(4
)
 
4.14

 

 
$
17

Forfeited
(62
)
 
12.64

 

 
 
Expired or Canceled
(7
)
 
2.45

 

 
 
Outstanding at June 30, 2017
310

 
6.35

 

 


 
 
 
 
 
 
 
 
Granted
461

 
$
4.44

 

 


Exercised
(21
)
 
2.96

 

 
$
33

Forfeited
(20
)
 
16.26

 

 
 
Expired or Canceled
—

 
—

 

 
 
Outstanding at June 30, 2018
730

 
4.96

 

 


 
 
 
 
 
 
 
 
Granted
—

 
$
—

 

 


Exercised
(155
)
 
4.52

 

 
$
1,328

Forfeited
(19
)
 
4.58

 

 
 
Expired or Canceled
(29
)
 
4.64

 
 
 
 
Outstanding at June 30, 2019
527

 
5.12

 
7.28
 
$
4,202

Exercisable at June 30, 2019
310

 
$
5.60

 
6.37
 
$
2,351

Restricted Stock Awards
The following is a summary of restricted stock awards granted during the fiscal years ended June 30, 2019, 2018 and 2017:
 
 
Shares
(in thousands)
 
Weighted Average Grant Date Fair Value
Nonvested at June 30, 2016
 
231

 
$
6.24

 
 
 
 
 
Granted
 
156

 
$
5.81

Vested
 
(88
)
 
8.31

Forfeited
 
(22
)
 
10.70

Nonvested at June 30, 2017
 
277

 
4.98

Vested at June 30, 2017
 
—

 
—

 
 
 
 
 
Granted
 
190

 
$
4.57

Vested
 
(355
)
 
4.62

Forfeited
 
(3
)
 
5.22

Nonvested at June 30, 2018
 
109

 
5.43

Vested at June 30, 2018
 
—

 
—

 
 
 
 
 
Granted
 
37

 
$
11.59

Vested
 
(56
)
 
5.55

Forfeited
 
—

 
—

Nonvested at June 30, 2019
 
90

 
7.87

Vested at June 30, 2019
 
—

 
$
—


The total vesting date fair value of restricted shares that vested during the fiscal years ended June 30, 2019, 2018 and 2017 was $0.7 million, $1.6 million and $0.7 million, respectively.
Restricted Stock Units
The following is a summary of restricted stock units granted during the fiscal year ended June 30, 2019:
 
 
Number of Units (in thousands)
 
Weighted Average Grant Date Fair Value
Nonvested at June 30, 2018
 
—

 
$
—

 
 
 
 
 
Granted
 
347

 
$
13.81

Vested
 
—

 
—

Forfeited
 
(7
)
 
13.51

Nonvested at June 30, 2019
 
340

 
13.81

Vested at June 30, 2019
 
—

 
—

No restricted stock units were granted or outstanding during the fiscal years ended June 30, 2018 and 2017, respectively, and no restricted stock units vested during the fiscal year ended June 30, 2019.
Performance Restricted Stock Units
During the fiscal year ended June 30, 2019, the Company awarded performance restricted stock units ("FY 2019 Performance Restricted Stock Units") to certain employees (the "FY 2019 Recipients"). Each FY 2019 Performance Restricted Stock Unit represents a contingent right for the FY 2019 Recipients to receive a distribution of shares of common stock of the Company equal to 0% to 200% of the target number of performance restricted stock units subject to the award. The actual number of shares distributed will be based on the Company's achievement of specified financial performance metrics. The performance period for the FY 2019 Performance Restricted Stock Units ended June 30, 2019. The FY 2019 Performance Restricted Stock Units will vest only to the extent the specified financial performance criteria are achieved and subject to the FY 2019 Recipient’s continued service with the Company, as follows: (i) a portion of the earned award will vest on the first anniversary of the grant date and (ii) an additional portion of the earned award will vest thereafter in a series of quarterly
installments. The fair values of the FY 2019 Performance Restricted Stock Units were based on the grant date fair value which is the closing price of the Company's common stock on the date of grant.
No performance restricted stock units were granted during the fiscal year ended June 30, 2018.
During the fiscal year ended June 30, 2017, the Company awarded performance restricted stock units ("FY 2017 Performance Restricted Stock Units") to its executive officers and senior management (the "FY 2017 Recipients"). Vesting for the FY 2017 Performance Stock Units occurs in a single installment and is achieved at the end of the three year performance period if the participant has continuously remained in service from the date of the award through the end of the performance period. Each performance restricted stock unit represents a contingent right for the FY 2017 Recipients to receive, within thirty days after the end of the performance period, a distribution of shares of common stock of the Company equal to 0% to 200% of the target number of performance restricted stock units subject to the award. The actual number of shares distributed will be based on the Company's total stockholder return ("TSR") performance during the relevant performance period, subject to acceleration upon a change in control of the Company. The vesting for 50% of the target performance restricted stock units is based upon the Company's absolute TSR for the performance period as compared to a matrix of fixed numeric values and the vesting for the other 50% of the target performance restricted stock units is based upon the relative comparison of the Company's TSR to the Vanguard Russell 2000 exchange traded fund TSR. The fair value of the performance restricted stock units will be recognized on a straight-line basis over the requisite service period of the awards, regardless of when, if ever, the market-based performance conditions are satisfied.
The fair values of the FY 2017 Performance Restricted Stock Units were estimated using a Monte Carlo simulation model which included the following assumptions in order to reflect the performance conditions that must be satisfied for the share units to vest:
 
 
June 30, 2017
Risk-free interest rate
 
1.5
%
Dividend yield
 
—
%
Expected volatility - Company
 
62.0
%
Expected volatility - peer company
 
17.1
%
Total measurement period (years)
 
2.8


The following is a summary of performance restricted stock units granted during the fiscal years ended June 30, 2019, 2018 and 2017:
 
 
Number of Units (in thousands)
 
Weighted Average Grant Date Fair Value
Nonvested at June 30, 2016
 
463

 
$
13.07

 
 
 
 
 
Granted
 
420

 
$
4.69

Vested
 
(10
)
 
10.76

Forfeited
 
(111
)
 
12.86

Nonvested at June 30, 2017
 
762

 
8.51

 
 
 
 
 
Granted
 
—

 
$
—

Vested
 
—

 
—

Forfeited
 
(132
)
 
7.02

Nonvested at June 30, 2018
 
630

 
8.82

 
 
 
 
 
Granted(1)
 
348

 
$
12.98

Vested(1)
 
(479
)
 
13.28

Forfeited
 
(49
)
 
4.99

Nonvested at June 30, 2019
 
450

 
7.71

Vested at June 30, 2019
 
—

 
$
—


(1) 
Includes shares added by performance. 
No performance restricted stock units vested during the fiscal year ended June 30, 2018. The total vesting date fair value of performance restricted stock units that vested during the fiscal years ended June 30, 2019 and June 30, 2017 was $6.3 million and $0.1 million, respectively.
Cash-Settled Performance Units
The following is a summary of cash-settled performance units granted during the fiscal years ended June 30, 2019, 2018 and 2017:
 
 
Number of Units (in thousands)
 
Weighted Average Grant Date Fair Value
Outstanding at June 30, 2016, nonvested
 
51

 
 
 
 
 
 
 
Granted
 
95

 
$
13.17

Vested
 
(25
)
 
—

Forfeited
 
(89
)
 
$
12.43

Outstanding at June 30, 2017, nonvested
 
32

 
 
 
 
 
 
 
Granted
 
87

 
$
4.65

Vested
 
(32
)
 
—

Forfeited
 
(29
)
 
$
6.48

Outstanding at June 30, 2018, nonvested
 
58

 
 
 
 
 
 
 
Granted
 
42

 
$
11.27

Vested
 
(32
)
 
—

Forfeited
 
(18
)
 
$
9.07

Outstanding at June 30, 2019, nonvested
 
50

 
 

The fair value of vested awards under the cash-settled performance plan for the fiscal years ended June 30, 2019, 2018 and 2017 was $0.4 million, $0.2 million and $0.1 million, respectively. Payments of $0.3 million, $0.2 million and $0.2 million were made to settle vested cash-settled performance units during the fiscal years ended June 30, 2019, 2018 and 2017, respectively.
Cash-Settled Phantom Units
The fair value of phantom unit awards was estimated using the Black-Scholes option-pricing model with the following assumptions and weighted-average fair value as follows:
 
June 30, 2018
Weighted-average grant date fair value
$
0.40

Risk-free interest rate
2.1% - 2.3%

Expected volatility
56.2% - 57.0%

Expected life (years)
0.5 - 0.8


The following is a summary of cash-settled phantom units granted during the fiscal years ended June 30, 2019 and 2018:
 
 
Number of Units (in thousands)
 
Weighted Average Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value (in thousands)
Outstanding at June 30, 2017, nonvested
 
—

 
 
 
 
 
 
 
 
 
 
 
Granted
 
170

 
$
—

 
$
68

Vested
 
—

 
—

 
 
Forfeited
 
—

 
$
—

 
 
Outstanding at June 30, 2018, nonvested
 
170

 
0.50

 
$
273

 
 
 
 
 
 
 
Granted
 
—

 
$
—

 
 
Vested
 
(170
)
 
—

 
$
1,619

Forfeited
 
—

 
$
—

 
 
Outstanding at June 30, 2019, nonvested
 
—

 
—

 


No phantom units were outstanding as of June 30, 2017 and 2016.
Warrants
As of June 30, 2019, the Company had no outstanding warrants.
The following is a summary of the warrant activity for the fiscal years ended June 30, 2019, 2018 and 2017 (in thousands):
 
Common
Stock
Warrants
Outstanding and exercisable, June 30, 2016
80

 
 
Issued
—

Canceled
—

Exercised
(80
)
Expired
—

Outstanding and exercisable, June 30, 2017
—

 
 
Issued
—

Canceled
—

Exercised
—

Expired
—

Outstanding and exercisable, June 30, 2018
—

 
 
Issued
—

Canceled
—

Exercised
—

Expired
—

Outstanding and exercisable, June 30, 2019
—


As of June 30, 2019, 2018 and 2017, the Company had no warrants classified as derivative liabilities.