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Stock-Based Compensation (Tables)

9 Months Ended

Oct. 31, 2020

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

	Number of shares			Weighted-average exercise price per option		Weighted-average remaining contractual term		Aggregate intrinsic value (in 000's)
Stock Options
Outstanding options at beginning of year		754,833		$	4.84	2.3 years		$	—
Options granted ⁽¹⁾		3,185,542		$	0.55		—		—
Options expired and canceled		(264,146	)	$	4.85		—		—
Options exercised		—			—		—		—
Outstanding options at end of quarter		3,676,229		$	1.12	8.7 years		$	—
Options exercisable at end of quarter		490,687		$	4.83	2.8 years		$	—

(1)

In the second quarter of fiscal 2020, the Company granted to Mr. Kanter a stock option to purchase 450,000 shares of the Company’s common stock, at an exercise price of $0.64 per share, which will vest over 34 months. The Company also granted stock options to purchase an aggregate of 2,735,542 shares of the Company’s common stock, at an exercise price of $0.53 per share, in connection with the time-based grant of awards under its 2020-2022 LTIP, see Note 5, Long-Term Incentive Plans.

Employee Stock Plan, 2006 Plan, 2016 Plan and Inducement Awards

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Summary of Restricted Stock Activity

The following tables summarize the share activity and stock option activity for the Company’s 2006 Plan, 2016 Plan and inducement awards, on a combined basis, for the first nine months of fiscal 2020:

	RSUs ⁽¹⁾			Deferred shares ⁽²⁾			Fully-vested shares ⁽³⁾			Performance Share Units ⁽⁴⁾		Total number of shares			Weighted-average grant-date fair value
Shares
Outstanding non-vested shares at beginning of year		1,420,803			295,604			—			720,000		2,436,407		$	1.95
Shares granted		—			134,999			240,868			—		375,867		$	0.57
Shares vested/issued		(567,586	)		(113,900	)		(240,868	)		—		(922,354	)	$	1.75
Shares canceled		(17,443	)		—			—			—		(17,443	)	$	2.11
Outstanding non-vested shares at end of quarter		835,774			316,703			—			720,000		1,872,477		$	1.77

(1)

During the first nine months of fiscal 2020, the vesting of RSUs was primarily related to the time-based awards under the Company’s LTIP plans, see Note 5, Long-Term Incentive Plans.

(2)

The 134,999 shares of deferred stock, with a grant date fair value of $80,621, represent compensation to certain directors in lieu of cash, in accordance with their irrevocable elections. The shares of deferred stock will vest three years from the date of grant or at separation of service, based on the irrevocable election of each director pursuant to the Company’s Fourth Amended and Restated Non-Employee Director Compensation Plan (“Non-Employee Director Compensation Plan”).

(3)

During the first nine months of fiscal 2020, the Company granted 240,868 shares of stock, with a fair value of approximately $134,995, to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. Directors are required to elect 50% of their quarterly retainer in equity. Any shares in excess of the minimum required election are issued from the Non-Employee Director Compensation Plan.

(4)

The 720,000 shares of performance stock units (“PSUs”), with a fair value of $1.0 million, represent a sign-on grant to Mr. Kanter. The PSUs vest in installments when the following milestones are met: one-third of the PSUs vest when the trailing 90-day volume-weighted average closing stock price (“VWAP”) is $4.00, one-third of the PSUs vest when the VWAP is $6.00 and one-third when the VWAP is $8.00. All PSUs will expire on April 1, 2023 if no performance metric is achieved. The $1.0 million is being expensed over the respective derived service periods of each tranche of 16 months, 25 months and 30 months, respectively. The respective fair value and derived service periods assigned to the PSUs were determined using a

Monte Carlo model based on: the Company’s historical volatility of 55.9%, a term of 4.1 years, stock price on the date of grant of $2.50 per share, a risk-free rate of 2.5% and a cost of equity of 9.5%.