v3.20.4
Stock-Based Compensation
9 Months Ended
Oct. 31, 2020
Equity [Abstract]  
Stock-Based Compensation

NOTE 4. Stock-Based Compensation

The Company’s 2015 Equity Incentive Plan (the “Plan”) was approved by stockholders in June 2015. The Plan is an omnibus plan that allows for grants of stock options, stock appreciation rights, stock awards, restricted stock, stock units and performance units.  As of October 31, 2020, options to purchase 180,000 shares and 3,000 unvested restricted shares were outstanding under the 2015 Plan and 263,000 shares were available for future grant.

 

During the nine months ended September 30, 2019, the Company made stock grants to directors and employees in an aggregate amount of 60,000 shares valued at $1,560,000.  In addition, restricted stock grants on 10,000 shares valued at $260,000 were made to employees with annual vesting over 2 years from the date of grant.  In June 2019, in connection with the Company’s termination of its then chief financial officer, the Company accelerated the vesting on 2,667 restricted shares valued at $69,000 and paid a portion of his severance using 5,357 shares valued at $108,000.  Total stock-based compensation expense during the nine months ended September 30, 2019 amounted to $1,774,000.

 

No equity grants were made during the transition period from January 1, 2020 to February 1, 2020.  However, stock-based compensation expense of $7,000 was recorded during the period relating to vesting of restricted shares issued to employees in June 2019.

During the 39-week period ended October 31, 2020, the Company made grants of unregistered shares to advisors associated with the March 2020 debt restructuring in the aggregate amount of 300,000 shares, and a corresponding reduction of warrants on 300,000 shares previously issued to the advisors.  On a combined basis, the shares issued were valued at $216,000, and the warrant reductions were valued at $89,000, resulting in a net compensation expense of $127,000.  Also during the period, the Company made stock grants under the Plan in an aggregate amount of 295,000 shares to its board of directors.  The stock was valued at $390,000 based on the closing market price on the date of grant.

Additional expense for restricted shares vesting during the 39-week period ended October 31, 2020 amounted to $77,000.

Also during the 39-week period ended October 31, 2020, the Company granted stock options to purchase an aggregate of 180,000 shares to employees.  The fair value of the option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: stated life of 5 years; risk-free interest rate of 0.2% to 0.3% based on the U.S. Treasury yields in effect at the time of grant; expected dividend yield of 0% as the Company has not, and does not intend to, declare dividends; and an expected life of 2.5 years for options having immediate vesting and 3.29 years for graded vested options. The expected annualized volatility of the Company’s common stock used in the calculation was 95%.  Determination of the volatility rate began with the fully-observed historical volatility of the Company’s common stock dating back to March 2018, immediately following the announcement of completion of the Cooltech merger and related stock split.  It was noted that the Company did not have any exchange-traded options since the Cooltech merger from which to obtain an implied volatility.  Certain adjustments were then applied to the fully‑observed historical volatility through June 2020 by excluding the effects of the Company’s extraordinarily-significant announcements and events during the period. Stock option expense for the period amounted to $79,000.

A summary of option activity under the 2015 Plan as of October 31, 2020 and changes during the 39 weeks then ended is presented in the table below (shares in thousands):

 

 

Shares

 

 

Wtd. Avg. Exercise Price

 

 

Wtd. Avg. Remaining Contractual Life in Years

 

Outstanding at February 1, 2020

 

 

 

 

$

345.400

 

 

 

2.29

 

Granted

 

 

180

 

 

$

1.320

 

 

 

4.84

 

Exercised

 

 

 

 

 

 

 

 

 

Expired/Forfeited

 

 

 

 

 

 

 

 

 

Outstanding at October 31, 2020

 

 

180

 

 

$

1.690

 

 

 

4.58

 

Vested and expected to vest

 

 

180

 

 

$

1.690

 

 

 

4.58

 

Exercisable at October 31, 2020

 

 

108

 

 

$

1.937

 

 

 

4.58

 

Non-vested at October 31, 2020 (a)

 

 

72

 

 

$

1.320

 

 

 

4.58

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Weighted average grant-date fair value is $0.81 per share.

 

 

 

 

 

 

 

 

 

 

 

 

 

Total stock-based compensation expense during the 39 weeks ended October 31, 2020 amounted to $673,000.