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SHARE-BASED COMPENSATION
12 Months Ended
Jan. 31, 2015
SHARE-BASED COMPENSATION  
SHARE-BASED COMPENSATION

 

15. SHARE-BASED COMPENSATION

        The Company's Amended and Restated 2009 Omnibus Incentive Plan (the "2009 Omnibus Plan"), as approved by shareholders on June 12, 2012, provides for the granting of common stock options, restricted shares, restricted stock units, performance shares, stock appreciation rights, phantom stock and dividend equivalent rights to certain employees, executive officers, directors, consultants and advisors. A maximum of 4,500,000 shares may be granted under the 2009 Omnibus Plan, in addition to 209,812 available shares transferred from the Company's Amended and Restated 2000 Stock Incentive and Performance-Based Award Plan (the "2000 Stock Plan"). At January 31, 2015, 2,003,824 shares were available within the 2009 Omnibus Plan. Vesting periods for the awards are at the discretion of the Company's Board of Directors.

        The 2000 Stock Plan, as amended through June 17, 2008, provided for the granting of common stock options, restricted shares, restricted stock units and performance-based awards to certain employees, officers, directors, consultants and advisors. A maximum of 3,600,000 shares were available under the 2000 Stock Plan; no shares remain available as of January 31, 2015.

        Stock options are granted with an exercise price equal to the market value of the underlying stock on the grant date, and vest over one to four years with a contractual term of seven years. No stock options were granted during 2014, 2013 or 2012.

        Restricted shares granted during 2014, 2013 and 2012 vest over one to three years. Employees who are granted restricted shares are not required to pay for the shares; however, the shares will be forfeited if the employee does not remain employed with the Company until the restrictions on the shares lapse. In addition, vesting of certain restricted shares awarded during 2014, 2013 and 2012 was subject to the achievement of specified criteria based on Company performance.

        Restricted stock units granted during 2014, 2013 and 2012 vest over one year. Employees and directors who are granted restricted stock units are not required to pay for the shares; however, the shares will be forfeited if the employee or director does not remain employed with the Company, or continue to serve as a member of its Board of Directors, until the restricted stock units vest.

        The Company recognizes share-based compensation pursuant to ASC 718. The Company measures the cost of grantee services received in exchange for an award of equity instruments based on the grant date fair value of the award, and recognizes that cost over the period that the grantee is required to provide service in exchange for the award. For stock option awards, the Company estimates grant date fair value using the Black-Scholes option valuation model. For restricted share and restricted stock unit grants, grant date fair value is determined based upon the closing trading value of the Company's stock on the day of the grant. Certain restricted share grants for which vesting is based on service and performance requirements are additionally contingent on achievement of a positive total shareholder return measure; for these grants, the grant date fair value is determined using the Monte Carlo simulation model. The Company generally issues new stock to satisfy share-based awards.

        The compensation cost that has been recorded within SG&A expense for the Company's share-based award plans was $2,502, $3,586 and $4,454 for 2014, 2013 and 2012, respectively. There was no income tax benefit or expense recognized in the 2014, 2013 and 2012 consolidated statements of operations for share-based award compensation due to continuation of a full valuation allowance on all net deferred tax assets related to share-based award compensation.

        Cash received from exercised stock options was $22, $595 and $538 for 2014, 2013 and 2012, respectively. Actual tax deduction benefits from exercised stock options and vested restricted shares totaled $1,965, $2,456 and $2,115 for 2014, 2013 and 2012, respectively.

        Awards with graded vesting are recognized using graded amortization.

        Based upon an examination of forfeiture rates for the various classes of stock options, restricted stock units and restricted shares, Company management does not believe the total number of options or shares that are vested and expected to vest as of January 31, 2015 are materially different from the respective number of options or shares outstanding as of January 31, 2015.

Stock Options

        The Company's stock options include stock options granted from the 2000 Stock Plan.

        A summary of the stock options as of January 31, 2015 and changes during 2014 is presented below:

                                                                                                                                                                                    

 

 

Shares
Under
Option

 

Weighted
Average
Per-Share
Exercise
Price

 

Weighted
Average
Remaining
Contractual
Term
(Years)

 

Aggregate
Intrinsic
Value

 

Outstanding as of February 1, 2014

 

 

280,900

 

$

18.36

 

 

 

 

 

 

 

Exercised

 

 

(4,500

)

 

4.96

 

 

 

 

 

 

 

Expired

 

 

(79,950

)

 

51.51

 

 

 

 

 

 

 

​  

​  

Outstanding as of January 31, 2015

 

 

196,450

 

$

5.17

 

 

0.16

 

$

86

 

​  

​  

​  

​  

​  

Exercisable as of January 31, 2015

 

 

196,450

 

$

5.17

 

 

0.16

 

$

86

 

​  

​  

​  

​  

​  

        The total intrinsic value of options exercised during 2014, 2013 and 2012 was $26, $1,095 and $695, respectively. As of January 31, 2015, there was no unrecognized compensation cost related to unvested stock options.

Restricted Stock Units

        Restricted stock units consist of units granted from the 2009 Omnibus Plan. The fair value of each restricted stock unit award is determined based upon the closing trading value of the Company's stock on the day of the grant. A summary of the restricted stock units as of January 31, 2015 and changes during 2014 is presented below:

                                                                                                                                                                                    

 

 

Restricted Stock Units

 

Weighted-Average
Grant Date Fair Value

 

 

 

Performance
and Service
Required

 

Service
Required

 

Performance
and Service
Required

 

Service
Required

 

Outstanding as of February 1, 2014

 

 

 

 

347,888

 

$

 

$

8.49

 

Granted

 

 

 

 

55,199

 

 

 

 

10.01

 

Settled

 

 

 

 

(57,643

)

 

 

 

9.02

 

​  

​  

​  

​  

Outstanding as of January 31, 2015

 

 

 

 

345,444

 

$

 

$

8.64

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

        As of January 31, 2015, there was $220 of total unrecognized compensation cost related to restricted stock units that is expected to be recognized over a weighted average period of 0.38 years. Vested awards will be settled in shares after certain events and time periods occur, as defined within the terms of the restricted stock unit grant agreements.

        The total fair value of restricted stock units vested during 2014, 2013 and 2012 was $242, $1,980 and $219, respectively.

        The weighted-average grant date fair value of service restricted stock units granted during 2014, 2013 and 2012 was $10.01 per unit, $18.89 per unit and $5.29 per unit, respectively. There were no performance and service restricted stock units granted during 2014, 2013 or 2012.

        Outstanding restricted stock units totaling 55,199 and 23,769 were unvested as of January 31, 2015 and February 1, 2014, respectively, with a weighted-average grant date fair value of $10.01 per unit and $18.89 per unit, respectively. All restricted stock units granted during 2014 were unvested as of January 31, 2015. No unvested restricted stock units were forfeited or settled during 2014.

        The Company pays cash dividend equivalents on all outstanding restricted stock units.

Restricted Shares

        The Company's restricted shares consist of shares granted from the 2009 Omnibus Plan. The fair value of each restricted share award is determined based upon the closing trading value of the Company's stock on the day of the grant, except for performance and service grants with vesting additionally contingent on achievement of a positive total shareholder return measure for which the grant date fair value is determined using the Monte Carlo simulation model. A summary of the restricted share awards as of January 31, 2015 and changes during 2014 is presented below:

                                                                                                                                                                                    

 

 

Restricted Shares

 

Weighted-Average
Grant Date Fair Value

 

 

 

Performance
and Service
Required

 

Service
Required

 

Performance
and Service
Required

 

Service
Required

 

Nonvested as of February 1, 2014

 

 

480,000

 

 

807,500

 

$

12.01

 

$

10.09

 

Granted

 

 

327,500

 

 

419,000

 

 

10.02

 

 

10.06

 

Vested

 

 

 

 

(444,500

)

 

 

 

9.97

 

Forfeited

 

 

(605,000

)

 

(158,750

)

 

11.44

 

 

12.22

 

​  

​  

​  

​  

Nonvested as of January 31, 2015

 

 

202,500

 

 

623,250

 

$

10.51

 

$

9.61

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

        As of January 31, 2015, there was $2,821 of total unrecognized compensation cost related to restricted shares that is expected to be recognized over a weighted average period of 1.74 years.

        The total fair value of shares vested during 2014, 2013 and 2012 was $4,627, $6,211 and $4,291, respectively.

        The weighted-average grant date fair value of service restricted shares granted during 2014, 2013 and 2012 was $10.06 per share, $12.93 per share and $6.00 per share, respectively. The weighted-average grant date fair value of service and performance restricted shares granted during 2014, 2013 and 2012 was $10.31 per share, $13.31 per share and $7.75 per share, respectively. The weighted-average grant date fair value of service and performance restricted shares for which vesting was contingent on achievement of a positive total shareholder return measure granted during 2014 and 2013 was $7.39 per share and $9.34 per share, respectively; no such shares were granted in 2012.

        The Company pays cash dividends on all outstanding restricted shares, other than those that are performance-based.