Note 10 - Stock-based Compensation

12 Months Ended

Jan. 31, 2020

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

Note

10

 - Stock-based compensation

At

January 31, 2020

, the Company had

one

incentive stock plan under which new equity incentive awards

may

be granted: 

• 2017 Omnibus Stock Incentive Plan as Amended June 13, 2017, as amended, which stockholders approved in June 2017 ( "2017 Plan")

The Company has prior incentive plans under which previously granted awards remain outstanding, but under which

no

new awards

may

be granted. At

January 31, 2020

, the Company had reserved a total of

613,904

shares for grants and issuances under these incentive stock plans, which includes a reserve for issuances pursuant to unvested or unexercised prior awards, and shares for new grants or issuances pursuant to the

2017

Plan.

While the

2017

Plan provides for the grant of deferred shares, non-qualified stock options, incentive stock options, restricted shares, restricted stock units, and performance-based restricted stock units intended to qualify under section

422

of the Internal Revenue Code, to date the Company has issued only restricted shares and restricted stock units under the

2017

Plan and currently intends to continue this practice. The

2017

Plan authorizes awards to officers, employees, consultants, and directors. The

2017

Plan expires on

June 12, 2020.

Stock compensation expense

The Company recognized the following stock based compensation expense:

(In thousands)	2019		2018
Stock-based compensation expense	$	12	$	33
Restricted stock based compensation expense		999		1,132
Total stock-based compensation expense	$	1,011	$	1,165

Stock options

Options vest ratably over

4

years and are exercisable for up to

ten

years from the date of grant. To cover the exercise of vested options, the Company issues new shares from its authorized but unissued share pool. The Company calculates all stock compensation expense based on the grant date fair value of the option and recognizes expense on a straight-line basis over the

four

-year vesting period of the option.

The following summarizes the activity related to options outstanding under all plans for the years ended

January 31, 2020

and

2019.

The Company did

not

grant any stock options in

2019

or

2018.

(Shares in thousands)	Options			Weighted average exercise price		Weighted average remaining contractual term		Aggregate intrinsic value
Outstanding on January 31, 2018		358		$	9.44		4	$	482
Exercised		(77	)		6.83				162
Expired or forfeited		(63	)		16.2
Outstanding on January 31, 2019		218			8.6		3.8		257
Options exercisable on January 31, 2019		207		$	8.69		3.6		239
Exercised		(53	)		6.91				162
Expired or forfeited		(33	)		7.1
Outstanding on January 31, 2020		132			8.98		3.2		160
Options exercisable on January 31, 2020		129		$	9.01		3.14	$	155

The Company received $

0.4

million and $

0.5

million in

2019

and

2018

, respectively, for stock options exercised. 

Unvested options outstanding (shares in thousands)	Options			Weighted-average grant date fair value		Aggregate intrinsic value
Outstanding on January 31, 2019		11		$	7.00	$	19
Granted		—			—
Vested		(6	)
Expired or forfeited		(2	)		7.1
Outstanding on January 31, 2020		3		$	7.33	$	4

The fair value of stock options vested was less than

$0.1

 million

in

2019

and 

$0.1

in 

2018,

respectively. Based on historical experience the Company expects

94%

of these options to vest.

As of

January 31, 2020

, there was less than

$0.1

million of unrecognized compensation cost related to unvested stock options granted under the plans. That cost is expected to be recognized over the weighted-average period of

0.4

years.

Deferred stock

As part of their compensation, each year the Company grants deferred stock units to each non-employee director, equal to the result of dividing the award amount by the fair market value of the common stock on the date of grant. The stock vests on the date of grant; however, it is only distributed to the directors upon their separation from service. In

June 2019,

the Company granted

23,104

deferred stock units from the

2017

Plan, and as of

January 31, 2020

, there were approximately

125,049

 deferred stock units outstanding included in the restricted stock activity shown below. 

As a result of certain events that occurred during

second

quarter of

2018,

including

a settlement of a stock-based award previously granted to a retiring member of the Company's Board of Directors, the Company changed its method of accounting for deferred stock compensation arrangements granted to the Company's directors from liability accounting treatment to equity accounting treatment and, as such, reclassified

$0.7

million from a liability to additional paid in capital.

Restricted stock

The Company has granted restricted stock to executive officers and employees. The restricted stock vest ratably over

three

to

four

years. The Company calculates restricted stock compensation expense based on the grant date fair value and recognizes expense on a straight-line basis over the vesting period. The following table summarizes restricted stock activity for the years ended

January 31, 2019

and

2020

, respectively:

(Shares in thousands)	Restricted shares			Weighted average price		Aggregate intrinsic value
Outstanding on January 31, 2018		360		$	9.05	$	3,254
Granted		148			9.76
Issued		(94	)
Forfeited		(131	)		7.92
Outstanding on January 31, 2019		283		$	8.74	$	2,476
Granted		152			9.09
Issued		(51	)
Forfeited		(26	)		8.79
Outstanding on January 31, 2020		358		$	9.03	$	3,234

The fair value of restricted stock vested was $

0.8

 million and $

1.1

 million in

2019

and

2018

, respectively. As of

January 31, 2020

, there was

$1.5

 million of unrecognized compensation cost related to unvested restricted stock granted under the plans. That cost is expected to be recognized over the weighted-average period of

2.1

years.