Stock-Based Compensation

9 Months Ended

Oct. 31, 2012

Stock- Based Compensation [Abstract]

STOCK-BASED COMPENSATION

NOTE 11 - STOCK-BASED COMPENSATION

In June 2011, the stockholders approved the adoption of the 2011 Stock Plan (the “Stock Plan”) including 500,000 shares of the Company’s common stock reserved for issuance thereunder. The Stock Plan, which will expire in July 2021, serves to replace the Argan, Inc. 2001 Stock Option Plan (the “Option Plan”) which expired in July 2011. As was the case under the Option Plan, the Company’s board of directors may make awards under the Stock Plan to officers, directors and key employees. Awards may include incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”), and restricted or unrestricted stock. ISOs granted under the Option Plan shall have an exercise price per share at least equal to the common stock’s market value per share at the date of grant, a ten-year term, and typically shall become fully exercisable one year from the date of grant. NSOs may be granted at an exercise price per share that differs from the common stock’s market value per share at the date of grant, may have up to a ten-year term, and become exercisable as determined by the Company’s board of directors, typically one year from the date of award. At October 31, 2012, there were 201,500 reserved shares of the Company’s common stock available for awards under the Stock Plan.

A summary of activity under the Option and Stock Plans for the nine months ended October 31, 2012 is presented below:

Options	Shares			Weighted Average Exercise Price/Share		Weighted Average Remaining Contract Term (Years)		Weighted Average Fair Value/Share
Outstanding, January 31, 2012		817,000		$	12.10		4.94	$	5.68
Granted		173,000		$	16.32
Forfeited		(30,000	)	$	8.66
Exercised		(121,000	)	$	8.75
Outstanding, October 31, 2012		839,000		$	13.58		5.08	$	5.86
Exercisable, October 31, 2012		546,000		$	11.88		4.65	$	6.05
Exercisable, January 31, 2012		605,000		$	11.47		4.89	$	5.89

A summary of the change in the number of nonvested options to purchase shares of common stock for the nine months ended October 31, 2012 is presented below:

	Shares			Weighted Average Fair Value/Share
Nonvested, January 31, 2012		212,000		$	5.09
Granted		173,000		$	5.29
Forfeited		(5,000	)	$	6.32
Vested		(87,000	)	$	3.99
Nonvested, October 31, 2012		293,000		$	5.51

Compensation expense amounts related to stock options were $338,000 and $126,000 for the three months ended October 31, 2012 and 2011, respectively, and were $906,000 and $475,000 for the nine months ended October 31, 2012 and 2011, respectively.

At October 31, 2012, there was $718,000 in unrecognized compensation cost related to outstanding stock options. The Company expects to recognize the compensation expense for these awards within the next eight months. The total intrinsic value of the stock options exercised during the nine months ended October 31, 2012 was approximately $1,015,000. At October 31, 2012, the intrinsic values of outstanding and exercisable stock options were $3,533,000 and $3,223,000, respectively.

The fair value of each stock option granted in the nine-month period ended October 31, 2012 was estimated on the date of award using the Black-Scholes option-pricing model based on the following weighted average assumptions.

	Nine Months Ended October 31, 2012
Dividend yield		—
Expected volatility		36.21	%
Risk-free interest rate		2.00	%
Expected life in years		4.35

In June 2011, the Company awarded 5,000 shares of restricted stock to an employee. The aggregate market value of the shares is being amortized over the two-year vesting period to compensation expense, which was approximately $19,000 and $9,000 for the nine months ended October 31, 2012 and 2011, respectively.

The Company also has outstanding warrants to purchase 4,000 shares of the Company’s common stock remaining, exercisable at a per share price of $7.75, that were issued in connection with the Company’s private placement in April 2003. The warrants were issued to three individuals who became the executive officers of the Company upon completion of the offering and to an investment advisory firm. All remaining warrants are currently exercisable and will expire in December 2012. Warrants to purchase 156,000 shares of the Company’s common stock were exercised in the nine months ended October 31, 2012.