Note 9 - Stock-based Compensation

12 Months Ended

Jan. 31, 2024

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, 2024, the Company had reserved a total of 245,150 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:

	2023		2022
Restricted stock based compensation expense	$	913	$	1,002
Total stock-based compensation expense	$	913	$	1,002

Stock options

The Company did not grant any stock options during the years ended January 31, 2024 or 2023. The following tables summarizes the Company's stock option activity:

	Options			Weighted average exercise price		Weighted average remaining contractual term		Weighted average grant date fair value
Outstanding on January 31, 2022		67		$	9.51		1.74	$	63
Exercised		(16	)		6.66
Expired or forfeited		(11	)		10.85
Outstanding on January 31, 2023		40			10.85		1.1		19
Options exercisable on January 31, 2023		40		$	10.85		1.1		19
Exercised		(1	)		6.85
Expired or forfeited		(17	)		11.15
Outstanding on January 31, 2024		22			11.15		0.7		6
Options exercisable on January 31, 2024		22		$	11.15		0.7	$	6

There was no vesting, expiration or forfeiture of previously unvested stock options during the year ended  January 31, 2024. In addition, there were no remaining unvested stock options outstanding, and therefore no unrecognized compensation expense related to unvested stock options during the year ended  January 31, 2024.

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. During the year ended  January 31, 2024, no deferred stock units were distributed.  There were approximately 62,926deferred stock units outstanding included in the restricted stock activity shown below as of  January 31, 2024 and 2023, respectively.

Restricted stock

The Company has granted restricted stock to executive officers, independent directors, and employees. The restricted stock vests 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, 2024 and 2023, respectively:

	Restricted shares			Weighted average price		Weighted average grant date fair value
Outstanding on January 31, 2022		353		$	7.48	$	2,652
Granted		102			10.96
Issued / vested		(147	)
Forfeited		(42	)		6.87
Outstanding on January 31, 2023		266		$	8.55	$	2,286
Granted		92			10.26
Issued / vested		(84	)
Forfeited		(52	)		9.59
Outstanding on January 31, 2024		222		$	9.33	$	2,078

The fair value of vested restricted stock was $1.1 million and $1.2 million in the year ended January 31, 2024 and 2023 respectively. Additionally, there was $1.0 million and $1.1 million of unrecognized compensation cost related to unvested restricted stock granted under the plans as of  January 31, 2024 and 2023, respectively. These costs are expected to be recognized over the weighted-average period of 1.8 years and 2.0 years, respectively. Further, the Company had approximately 0.2 million of non-vested restricted stock granted under the plan as of  January 31, 2024. The remaining amount of non-vested restricted stock is expected to vest over the weighted-average period of 1.8 years.