STOCKHOLDERS' EQUITY

12 Months Ended

Jan. 31, 2018

NOTE H — STOCKHOLDERS’ EQUITY

Stock Split

On April 1, 2015, the Board of Directors approved a two-for-one stock split of the Company’s outstanding shares of common stock, effected in the form of a stock dividend. The stock dividend was paid to stockholders of record as of the close of market on April 20, 2015 and was effected on May 1, 2015.

All share and per share information has been retroactively adjusted to reflect this stock split.

Share Repurchase Program

The Company’s Board of Directors has authorized a share repurchase program of 5,000,000 shares. The timing and actual number of shares repurchased, if any, will depend on a number of factors, including market conditions and prevailing stock prices, and are subject to compliance with certain covenants contained in the loan agreement. Share repurchases may take place on the open market, in privately negotiated transactions or by other means, and would be made in accordance with applicable securities laws.

The Company did not repurchase any shares during fiscal 2017 and fiscal 2018.

Long-Term Incentive Plan

As of January 31, 2018, the Company had 1,252,317 shares available for grant under its long-term incentive plan. The plan provides for the grant of equity and cash awards, including restricted stock awards, stock options and other stock unit awards to directors, officers and employees. Restricted stock unit awards generally vest over a three to five year period and certain awards also include (i) market price performance conditions that provide for the award to vest only after the average closing price of the Company’s stock trades above a predetermined market level and (ii) another performance condition that requires the achievement of an operating performance target. It is the Company’s policy to grant stock options at prices not less than the fair market value on the date of the grant. Option terms, vesting and exercise periods vary, except that the term of an option may not exceed ten years.

Restricted Stock Units

	Awards Outstanding		Weighted Average Grant Date Fair Value
Unvested as of January 31, 2016		2,048,883		$	30.79
Granted		630,642		$	25.82
Vested		(678,164)		$	22.43
Canceled		(2,500)		$	17.95
Unvested as of January 31, 2017		1,998,861		$	31.70
Granted		279,479		$	16.28
Vested		(495,372)		$	26.39
Canceled		(10,391)		$	28.42
Unvested as of January 31, 2018		1,772,577		$	29.51

For restricted stock units with market conditions, the Company estimates the grant date fair value using a Monte Carlo simulation model. This valuation methodology utilizes the closing price of the Company’s common stock on grant date and several key assumptions, including expected volatility of the Company’s stock price, and risk-free rates of return. This valuation is performed with the assistance of a third party valuation specialist. For restricted stock units with no performance conditions, grant date fair value is based on the market price on the date of grant.

The Company recognized $19.6 million, $16.8 million and $15.6 million in compensation expense for the years ended January 31, 2018, 2017 and 2016, respectively, related to restricted stock unit grants. At January 31, 2018, 2017 and 2016, unrecognized costs related to the restricted stock units totaled $23.0 million, $40.7 million and $42.0 million, respectively.

Stock Options

Information regarding all stock options for fiscal 2018, 2017 and 2016 is as follows:

	2018					2017					2016
	Shares		Weighted Average Exercise			Shares		Weighted Average Exercise			Shares		Weighted Average Exercise
Stock options outstanding at beginning of year		251,131		$	9.16		331,651		$	10.59		469,176		$	11.16
Exercised		(188,465)		$	8.38		(20,520)		$	12.65		(37,525)		$	11.11
Granted		—		$	—		—		$	—		—		$	—
Cancelled or forfeited		—		$	—		(60,000)		$	15.87		(100,000)		$	13.08
Stock options outstanding at end of year		62,666		$	11.50		251,131		$	9.16		331,651		$	10.59
Exercisable		62,666		$	11.50		251,131		$	9.16		253,151		$	9.07

The following table summarizes information about stock options outstanding:

Range of Exercise Prices	Number Outstanding as of January 31, 2018		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price			Number Exercisable as of January 31, 2018		Weighted Average Exercise Price
$0.00 – $12.00		25,600		0.93		$	6.56		25,600		$	6.56
$12.01 – $16.00		20,400		2.36		$	12.51		20,400		$	12.51
$16.01 – $40.00		16,666		4.19		$	17.85		16,666		$	17.85
		62,666							62,666

The fair value of stock options was estimated using the Black-Scholes option-pricing model. This model requires the input of subjective assumptions that will usually have a significant impact on the fair value estimate. No stock options were granted during the years ended January 31, 2018, 2017 and 2016.

Effective on February 1, 2016, the Company elected to account for forfeited awards as they occur as permitted by ASU 2016-09. Ultimately, the actual expense recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0%, as the Company did not have a significant history of forfeitures.

The weighted average remaining term for stock options outstanding was 2.3 years at January 31, 2018. The aggregate intrinsic value at January 31, 2018 was $1.6 million for stock options outstanding and exercisable. The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the market price of the Company’s common stock as of January 31, 2018, the reporting date.

Proceeds received from the exercise of stock options were $1.6 million and $260,000 during the years ended January 31, 2018 and 2017, respectively. The intrinsic value of stock options exercised was $3.6 million and $936,000 for the years ended January 31, 2018 and 2017, respectively. A portion of this amount is currently deductible for tax purposes.

The Company recognized $126,000 and $153,000 in compensation expense for the years ended January 31, 2017 and 2016, respectively, related to stock options. No compensation expense related to stock options was recognized for the year ended January 31, 2018.