Stock-Based Compensation

12 Months Ended

Jan. 31, 2022

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

NOTE 18 – STOCK-BASED COMPENSATION

Under the Company’s Employee Stock Option Plan, as amended and restated as of April 4, 2013 (the “Plan”), the Compensation Committee of the Board of Directors, which consists of three of the Company’s non-employee directors, has the authority to grant participants incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights and stock awards, for up to 11,000,000 shares of common stock.

Stock Options:

Stock options granted to participants under the Plan generally become exercisable after three years and remain exercisable until the tenth anniversary of the date of grant. All stock options granted under the Plan have an exercise price equal to or greater than the fair market value of the Company’s common stock on the grant date.

The table below presents the weighted average assumptions used with the Black-Scholes option-pricing model for the calculation of the fair value of stock options granted during the fiscal years ended January 31, 2022 and January 31, 2021. There were no stock options granted during the fiscal year ended January 31, 2020.

	Fiscal Year Ended January 31, 2022			Fiscal Year Ended January 31, 2021
Expected volatility		51.61	%		50.66	%
Expected life in years		6.0			6.0
Risk-free interest rates		0.89	%		0.39	%
Dividend rate		2.90	%		4.07	%
Weighted average fair value per option at date of grant	$	10.23		$	4.86

The fair value of the stock options, less expected forfeitures, is amortized on a straight-line basis over the vesting term. Total compensation expense for stock option grants recognized during the fiscal years ended January 31, 2022, 2021 and 2020 was $1.5 million, $0.3 million and $0.5 million, respectively. As of January 31, 2022, there was $2.7 million of unrecognized compensation cost related to unvested stock options. These costs are expected to be recognized over a weighted-average period of 1.9 years. Total cash consideration received for stock option exercises during the fiscal years ended January 31, 2022, 2021 and 2020 was $3.5 million, zero and $0.2 million, respectively. During fiscal 2022 there were 31,731 shares of common stock of the Company tendered by the employee for the payment of the employee's withholding tax obligation totaling $1.4 million. In addition, during the fiscal year ended January 31, 2022, $5.1 million of shares were tendered to the Company by the holder of the stock options for the payment of the exercise price of these options. The windfall tax benefit realized on these exercises for fiscal 2022 was $0.3 million.

The following table summarizes the Company’s stock option plan as of January 31, 2022 and changes during each of the fiscal years in the three-year period ended January 31, 2022:

	Outstanding  Options			Weighted Average Exercise Price per Option		Option Price Per Share		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value $(000)
Options outstanding at January 31,    2019 (264,244 options exercisable)		566,260		$	28.43
Granted		—			—
Exercised		(5,150	)	$	30.36
Cancelled		—			—
Options outstanding at January 31,    2020 (399,905 options exercisable)		561,110		$	28.41
Granted		550,000		$	15.25
Exercised		—			—
Cancelled		—			—
Options outstanding at January 31,    2021 (561,110 options exercisable)		1,111,110		$	21.90	$12.42-$42.12			6.9	$	2,975
Granted		201,875		$	27.62	$	27.62
Exercised (a)		(330,151	)	$	26.01	$16.87-$30.36
Cancelled		—			—		—
Options outstanding at January 31,    2022		982,834		$	21.69	$12.42-$42.12			7.5	$	15,441
Exercisable at January 31, 2022		242,959		$	31.11				3.5	$	1,776
Expected to vest at January 31,    2022		691,920		$	18.49				8.8	$	12,857

(a) Includes 60,000 options exercised at an exercise price of $26.59 per option, 32,600 options exercised at an exercise price of $30.34 per option, 43,440 options exercised at an exercise price of $27.74 per option and 57,300 options exercised at an exercise price of $23.35 per option for which 115,037 shares of common stock of the Company were tendered to the Company by the holder of the stock options for the payment of the exercise price of these options.

The table below presents information related to stock option activity for the years ended January 31, 2022, 2021 and 2020:

	Fiscal Year Ended January 31,
	2022		2021		2020
	(in thousands)
Total fair value of stock options exercised	$	3,652	$	-	$	63
Total fair value of stock options vested	$	64	$	1,475	$	1,621

Non-vested Stock Options

A summary of the Company’s non-vested stock options at January 31, 2022 and changes during fiscal 2022 are presented below:

	Shares			Weight Average Grant Date Fair Value
Non-vested stock options:
Non-vested at January 31, 2021		550,000		$	4.86
Granted		201,875		$	10.23
Vested		(12,000	)	$	5.31
Non-vested at January 31, 2022		739,875		$	6.32

Stock Awards:

Under the Plan, the Company can also grant stock awards to employees and directors. For fiscal years 2022, 2021 and 2020, compensation expense for stock awards was $3.5 million, $5.1 million ($0.4 is included in the Restructuring Plan of the corporate initiatives) and $5.8 million, respectively. As of January 31, 2022, there was $3.0 million of unrecognized compensation cost related to unvested stock awards. These costs are expected to be recognized over a weighted-average period of 1.9 years.

Transactions for stock awards under the Plan since fiscal 2019 are summarized as follows:

	Number of Stock Award Units			Weighted- Average Grant Date Fair Value		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value ($(000's)
Units outstanding at January 31, 2019		447,022		$	32.27
Units granted		274,133		$	32.47
Units granted adjustment for fiscal year 2019 grants (a)		20,409		$	39.95
Units granted adjustment for fiscal year 2020 grants (b)		(73,067	)	$	32.91
Units vested		(151,448	)	$	29.27
Units forfeited		(26,810	)	$	34.80
Units outstanding at January 31, 2020		490,239		$	33.50
Units granted		171,229		$	13.30
Units vested		(212,070	)	$	26.05
Units forfeited		(33,404	)	$	31.20
Units outstanding at January 31, 2021		415,994		$	29.17
Units granted		129,497		$	27.82
Units vested		(234,961	)	$	31.75
Units forfeited		(14,247	)	$	32.21
Units outstanding at January 31, 2022		296,283		$	26.39		1.7	$	10,983

(a)Grant adjustment made due to exceeding the fiscal 2019 financial goal.

(b)Grant adjustment made due to not reaching the fiscal 2020 financial goal.

Outstanding stock awards can be classified as either time-based stock awards or performance-based stock awards. Time-based stock awards vest over time subject to continued employment. Performance-based stock awards vest over time subject both to continued employment and to the achievement of corporate financial performance goals. Upon the vesting of a stock award, shares are issued from the pool of authorized shares. For performance-based stock awards, the number of shares issued related to the performance units granted can vary from 0% to 150% of the target number of underlying stock award units, depending on the extent of the achievement of predetermined financial goals. The total fair value of stock award units that vested during fiscal 2022, 2021 and 2020 was $7.5 million, $5.5 million and $4.4 million, respectively. There were 56,097, 49,283 and 43,414 shares of common stock of the Company tendered by the employee for the payment of the employee’s withholding tax obligation totaling $1.7 million, $0.5 million and $1.4 million during the fiscal years ended January 31, 2022, 2021 and 2020, respectively. Unvested stock award units had a total fair value of $7.8 million, $12.1 million and $16.4 million, for fiscal 2022, 2021 and 2020, respectively. The shortfall tax expense on the vested stock awards for fiscal 2022 was approximately $17,000. The number of shares issued related to the remaining stock awards are established at grant date.