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EMPLOYEE BENEFITS

12 Months Ended

Jan. 31, 2024

Disclosure Text Block Supplement [Abstract]

Compensation and Employee Benefit Plans [Text Block]

10.

EMPLOYEE BENEFITS

The Company maintains the REX American Resources Corporation 2015 Incentive Plan, approved by its shareholders, which reserved a total of 1,650,000 shares of common stock for issuance pursuant to its terms. The plan provides for the granting of shares of stock, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, and restricted stock unit awards to eligible employees, non-employee directors and consultants. Until 2022, the Company had only granted restricted stock awards. In May 2022, the Company issued restricted stock units to certain officers of the Company which vest based on the Company’s Total Shareholder Return (TSR) compared to the TSRs of companies that comprise the Russell 2000 Index over a three-year performance period. The Company measures share-based compensation grants at fair value on the grant date, adjusted for estimated forfeitures. The Company records noncash compensation expense related to equity awards in its consolidated financial statements over the requisite service period on a straight-line basis. At January 31, 2024, 1,229,116 shares remain available for issuance under the Plan, excluding the impact of the 67,500 restricted stock units that may vest between zero and 135,000 shares of stock depending on certain performance metrics being achieved.

Restricted Stock Awards

As a component of their compensation, restricted stock has been granted to directors and certain employees at the market price of REX common stock on the date of the grant. In addition, one-quarter (one-third prior to 2022) of executives’ incentive compensation is payable by an award of restricted stock based on the then market price of REX common stock. The Company’s board of directors has determined that the grant date will be June 15^th, or the next business day, for all grants of restricted stock.

At January 31, 2024 and 2023, unrecognized compensation cost related to nonvested restricted stock was approximately $453,000 and $450,000, related to shares not considered vested for accounting purposes due to retirement eligibility. Based on retirement eligibility provisions, a portion of restricted stock grants are expensed at grant date, based on grant date fair value. At January 31, 2024, 21,778 shares were unvested for accounting purposes.

The following table summarizes legally non-vested restricted stock award activity for fiscal years 2023, 2022, and 2021:

			2023
			Non-Vested Shares				Weighted Average Grant Date Fair Value (000’s)				Weighted Average Remaining VestingTerm (in years)

	Non-Vested at January 31, 2023			81,264			$	2,320				2
	Granted			113,726				3,945
	Forfeited			-				-
	Vested			32,135				896

	Non-Vested at January 31, 2024			162,855			$	5,369				2

			2022
			Non-Vested Shares				Weighted Average Grant Date Fair Value (000’s)				Weighted Average Remaining VestingTerm (in years)

	Non-Vested at January 31, 2022			30,167			$	773				1
	Granted			70,689				2,032
	Forfeited			450				13
	Vested			19,142				472

	Non-Vested at January 31, 2023			81,264			$	2,320				2

			2021
			Non-Vested Shares				Weighted Average Grant Date Fair Value (000’s)				Weighted Average Remaining Vesting Term (in years)


	Non-Vested at January 31, 2021			59,102			$	1,398				1
	Granted			8,409				275
	Forfeited			-				-
	Vested			37,344				900

	Non-Vested at January 31, 2022			30,167			$	773				1

Restricted Stock Units (RSUs)

In May 2022, the Company issued a total of 67,500 RSUs to certain officers. The number of RSUs eligible to vest will be determined based on how the Company’s TSR compares to the TSR of companies that comprise the Russell 2000 Index during the three-year performance period ending December 31, 2024. The number of RSUs eligible to vest ranges from zero percent to two hundred percent, depending on actual performance during the performance period. At grant date, the fair value of the RSUs was approximately $2.7 million based on a Monte-Carlo simulation model.

For the years ended January 31, 2024 and 2023, the Company recognized compensation cost of approximately $1.1 million and $0.7 million, respectively, related to RSUs. Unrecognized compensation cost related to nonvested RSUs was approximately $0.9 million and $2.0 million at January 31, 2024 and 2023, respectively.

The Company determined there to be no dilutive impact on earnings per shares for January 31, 2023 and 2022. At January 31, 2024, we calculated the diluted weighted average shares as follows (amounts in thousands):

	Weighted average shares - basic			17,482
	Dilutive effect of RSUs			94
	Weighted average shares - diluted			17,576