Note 9 - Stock-based Compensation

12 Months Ended

Jan. 31, 2022

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

Note 9 - Stock-based compensation

The Company’s 2017 Omnibus Stock Incentive Plan dated June 13, 2017, as amended, which the Company's stockholders approved in June 2017 ("2017 Plan"), expired in June 2020. 

The Company has prior incentive plans under which previously granted awards remain outstanding, including the 2017 Plan, but under which no new awards may be granted. At January 31, 2022, the Company had reserved a total of 421,255 shares for grants and issuances under these incentive stock plans, which includes a reserve for issuances pursuant to unvested or unexercised prior awards.

While the 2017 Plan provided 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, the Company issued only restricted shares and restricted stock units under the 2017 Plan. The 2017 Plan authorized awards to officers, employees, consultants, and independent directors.

The Company's 2021 Omnibus Stock Incentive Plan dated  May 26, 2021 was approved by the Company's stockholders in  May 2021 ("2021 Plan"). The 2021 Plan will expire in  May 2024. The 2021 Plan authorizes awards to officers, employees, consultants and independent directors. Grants were made to the Company's employees, officers and independent directors under the 2021 Plan, as described below.

Stock compensation expense

The Company has granted stock-based compensation awards to eligible employees, officers or independent directors. The Company recognized the following stock-based compensation expense for the periods presented:

(In thousands)	2021		2020
Stock-based compensation expense	$	-	$	3
Restricted stock based compensation expense		1,101		1,041
Total stock-based compensation expense	$	1,101	$	1,044

Stock options

The Company did not grant any stock options during the years ended January 31, 2022 or 2021. The following tables summarizes the Company's stock option activity:

(Shares in thousands)	Options			Weighted average exercise price		Weighted average remaining contractual term		Aggregate intrinsic value
Outstanding on January 31, 2020		132		$	8.98		3.2	$	160
Exercised		-
Expired or forfeited		(25	)		7.85
Outstanding on January 31, 2021		107			9.24		2.5		5
Options exercisable on January 31, 2021		107		$	9.24		2.5		5
Exercised		(7	)
Expired or forfeited		(33	)		9.36
Outstanding on January 31, 2022		67			9.51		1.7		63
Options exercisable on January 31, 2022		67		$	9.51		1.7	$	63

Seven thousand stock options were exercised during the year ended January 31, 2022 and no stock options were vested during the year ended January 31, 2021. 

There was no vesting, expiration or forfeiture of previously unvested stock options during the year ended  January 31, 2022. As of  January 31, 2022, there were no remaining unvested stock options outstanding, and therefore no unrecognized compensation expense related to unvested stock options.

Deferred stock

As part of their compensation, in previous years the Company granted 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 distributed to the directors only 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, 2022, there were approximately 97,799 deferred stock units outstanding included in the restricted stock activity shown below. 

Restricted stock

The Company has granted restricted stock to executive officers, independent directors, and employees. The restricted stock vest ratably over one 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, 2022 and 2021, respectively:

(Shares in thousands)	Restricted shares			Weighted average price		Aggregate intrinsic value
Outstanding on January 31, 2020		321		$	9.03	$	2,902
Granted		156			5.88
Issued		(64	)
Forfeited		(41	)		8.31
Outstanding on January 31, 2021		372		$	7.62	$	2,843
Granted		138			7.14
Issued		(113	)
Forfeited		(43	)		7.47
Outstanding on January 31, 2022		354		$	7.48	$	2,652

The fair value of restricted stock vested was $1.1 million and $0.5 million in 2021 and 2020, respectively. As of January 31, 2022, there was $1.1 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 1.8 years.