Stock-Based Compensation (Tables)

6 Months Ended

Jul. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

The following tables summarize the share activity and stock option activity for the first six months of fiscal 2021:

	RSUs ⁽¹⁾			Deferred shares ⁽²⁾		Performance Share Units ⁽³⁾		Total number of shares			Weighted-average grant-date fair value
Shares
Outstanding non-vested shares at beginning of year		815,292			435,568		720,000		1,970,860		$	1.69
Shares granted		8,054			—		—		8,054		$	0.66
Shares vested/issued		(308,055	)		—		—		(308,055	)	$	2.22
Outstanding non-vested shares at end of quarter		515,291			435,568		720,000		1,670,859		$	1.58

(1)

During the first six months of fiscal 2021, 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)

Represents compensation to certain directors, in lieu of cash, in accordance with their irrevocable elections. Beginning in fiscal 2021, all equity issued to directors for compensation, in lieu of cash, is issued only from the Non-Employee Director Compensation Plan. The outstanding deferred shares will be issued upon the director’s separation from service.

(3)

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 fair value has been 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%.

Stock Option Activity

	Number of shares			Weighted-average exercise price per option		Weighted-average remaining contractual term		Aggregate intrinsic value
Stock Options
Outstanding options at beginning of year		3,647,581		$	1.09	8.5 years		$	810,596
Options granted ⁽¹⁾		1,518,154		$	0.71		—		—
Options exercised		(7,270	)	$	0.53				21,100
Options expired and canceled		(22,542	)	$	4.19		—		—
Outstanding options at end of quarter		5,135,923		$	0.96	8.5 years		$	20,488,700
Options exercisable at end of quarter		1,266,116		$	2.05	6.6 years		$	3,722,757

(1)

Primarily represents the grant of stock options to purchase an aggregate of 1,078,913 shares of the Company’s common stock, at an exercise price of $0.69 per share, in connection with the time-based grant of awards under its 2021-2023 LTIP, see Note 5, Long-Term Incentive Plans. In March 2021, the Company also granted to active participants of the LTIP, a discretionary grant of stock options to purchase an aggregate of 414,337 shares of the Company’s common stock, at an exercise price of $0.75 per share, which will vest ratably over 3 years.