STOCKHOLDERS' EQUITY

12 Months Ended

Jan. 31, 2023

STOCKHOLDERS' EQUITY, [Abstract]

STOCKHOLDERS' EQUITY

NOTE 11 — STOCKHOLDERS’ EQUITY

Share Repurchase Program

In March 2022, our Board of Directors authorized an increase in the number of shares covered by our share repurchase program to an aggregate amount of 10,000,000 shares. The timing and actual number of shares repurchased, if any, will depend on a number of factors, including market conditions and prevailing stock prices, and are subject to compliance with certain covenants contained in the loan agreement. Share repurchases may take place on the open market, in privately negotiated transactions or by other means, and would be made in accordance with applicable securities laws.

During fiscal 2023, pursuant to this program, the Company acquired 1,587,581 shares of its common stock for an aggregate purchase price of $26.9 million. During fiscal 2022, pursuant to this program, the Company acquired 656,213 shares of its common stock for an aggregate purchase price of $17.3 million. No shares of common stock were acquired pursuant to this program during fiscal 2021. As of January 31, 2023, we had 8,412,419 authorized shares remaining under this program.

Long-Term Incentive Plan

As of January 31, 2023, the Company had 2,214,053 shares available for grant under its long-term incentive plan. The plan provides for the grant of equity and cash awards, including restricted stock awards, stock options and other stock unit awards to directors, officers and employees. Restricted stock units (“RSU’s”) generally (i) cliff vest after three years or (ii) vest over a three year period. Performance based restricted stock units (“PRSU’s”) granted to executives prior to fiscal 2020 include (i) market price performance conditions that provide for the award to vest only after the average closing price of the Company’s stock trades above a predetermined market level and (ii) another performance condition that requires the achievement of an operating performance target. Performance stock units (“PSU’s”) were granted to executives beginning in fiscal 2020 and generally vest after a three year performance period during which certain earnings before interest and taxes and return on invested capital performance standards must be satisfied for vesting to occur. PSU’s granted in fiscal 2020 are also subject to a lock up period that prevents the sale, contract to sell or transfer of shares for two years subsequent to the date of vesting.

Restricted Stock Units and Performance Based Restricted Stock Units

	Restricted Stock Units			Performance Based Restricted Stock Units
		Weighted Average			Weighted Average
	Awards	Grant Date		Awards	Grant Date
	Outstanding	Fair Value		Outstanding	Fair Value
Unvested as of January 31, 2020	242,943	$	37.95	1,058,710	$	36.15
Granted	1,280,664	$	10.25	—	$	—
Vested	(107,917)	$	37.96	(279,053)	$	32.43
Cancelled	(22,422)	$	39.41	(312,827)	$	42.41
Unvested as of January 31, 2021	1,393,268	$	12.47	466,830	$	34.17
Granted	326,791	$	31.52	176,212	$	31.43
Vested	(201,260)	$	20.43	(125,934)	$	30.23
Cancelled	(2,650)	$	33.46	—	$	—
Unvested as of January 31, 2022	1,516,149	$	15.48	517,108	$	34.20
Granted	1,076,509	$	26.88	308,317	$	31.42
Vested	(656,814)	$	29.11	(78,998)	$	35.77
Cancelled	(17,599)	$	31.21	(261,898)	$	35.60
Unvested as of January 31, 2023	1,918,245	$	17.07	484,529	$	31.41

Restricted Stock Units

RSU’s are time based awards that do not have market or performance conditions and (i) cliff vest after three years or (ii) vest over a three year period.  The grant date fair value for RSU’s are based on the quoted market price on the date of grant.  Compensation expense for RSU’s is recognized in the consolidated financial statements on a straight-line basis over the service period based on their grant date fair value.

Performance Based Restricted Stock Units

Performance based restricted stock units consist of both PRSU’s and PSU’s.

PRSU’s were granted to executives prior to fiscal 2020 and included (i) market price performance conditions that provide for the award to vest only after the average closing price of the Company’s stock trades above a predetermined market level and (ii) another performance condition that requires the achievement of an operating performance target. PRSU’s generally vest over a two to five year period. For restricted stock units with market conditions, the Company estimates the grant date fair value using a Monte Carlo simulation model. This valuation methodology utilizes the closing price of the Company’s common stock on grant date and several key assumptions, including expected volatility of the Company’s stock price, and risk-free rates of return. This valuation is performed with the assistance of a third party valuation specialist. PRSU’s are expensed over the service period under the accelerated attribution method.

Performance stock units (“PSU’s”) were granted to executives beginning in fiscal 2020 and vest after a three year performance period during which certain earnings before interest and taxes and return on invested capital performance conditions must be satisfied for vesting to occur. The PSU’s granted to executives in fiscal 2020 are also subject to a lock up period that prevents the sale, contract to sell or transfer shares for two years subsequent to the date of vesting.  PSU’s are expensed over the service period under the accelerated attribution method and based on an estimated percentage of achievement of certain pre-established goals.

The Company accounts for forfeited awards as they occur as permitted by ASC 718. Ultimately, the actual expense recognized over the vesting period will be for those shares that vest.

The Company recognized $32.5 million, $17.4 million and $6.1 million in share-based compensation expense for the years ended January 31, 2023, 2022 and 2021 respectively, related to restricted stock unit grants. At January 31, 2023, 2022 and 2021, unrecognized costs related to the restricted stock units totaled $20.8 million, $21.2 million and $12.9 million, respectively. The total fair value of awards for which restrictions lapsed was $20.4 million, $10.8 million and $5.0 million as of January 31, 2023, 2022 and 2021, respectively.

Stock Options

	2023			2022			2021
		Weighted			Weighted			Weighted
		Average			Average			Average
	Shares	Exercise		Shares	Exercise		Shares	Exercise
Stock options outstanding at beginning of year	10,000	$	18.11	18,245	$	23.63	39,311	$	18.51
Exercised	—	$	—	—	$	—	(21,066)	$	14.07
Granted	—	$	—	—	$	—	—	$	—
Cancelled or forfeited	(10,000)	$	18.11	(8,245)	$	30.32	—	$	—
Stock options outstanding at end of year	—	$	—	10,000	$	18.11	18,245	$	23.63
Exercisable	—	$	—	10,000	$	18.11	18,245	$	23.63

Compensation expense for employee stock options is recognized in the consolidated financial statements over the service period (generally the vesting period) based on their fair value. Stock options are valued using the Black-Scholes option pricing model. The Black-Scholes model requires subjective assumptions regarding dividend yields, expected volatility, expected life of options and risk-free interest rates. These assumptions reflect management’s best estimates. Changes in these inputs and assumptions can materially affect the estimate of fair value and the amount of our compensation expense for stock options. No stock options were granted during the years ended January 31, 2023, January 31, 2022 and January 31, 2021.

The Company accounts for forfeited awards as they occur as permitted by ASC 718. Ultimately, the actual expense recognized over the vesting period will be for those shares that vest.

There were no stock options outstanding at January 31, 2023.

There were no stock options exercised during the years ended January 31, 2023 and January 31, 2022.

The Company did not recognize compensation expense for year ended January 31, 2023 and January 31, 2022 related to stock options. The Company recognized $0.1 million in compensation expense for the year ended January 31, 2021 related to stock options.