Stock-Based Compensation | Stock-Based Compensation Under the provisions of ASC 718, all forms of share-based payment to employees and directors, including stock options, must be treated as compensation and recognized in the statement of operations. On May 8, 2014, the Board unanimously approved the 2014 Omnibus Incentive Plan (the “Omnibus Plan”), which is an amendment and restatement of our Second Amended and Restated 2002 Long-Term Incentive Plan, as amended (the “2002 Plan”). The Omnibus Plan became effective upon stockholder approval at the Annual Meeting of Stockholders on June 30, 2014. Stock-based compensation awarded after June 30, 2014 is awarded under the Omnibus Plan. Shares issued as a result of stock-based compensation transactions have been funded with the issuance of new shares of the Company's common stock. Restricted Stock Units Beginning in fiscal 2013, certain of our employees have been awarded restricted stock units, pursuant to restricted stock unit agreements. The restricted stock units awarded to employees cliff vest at varying times, most typically following between one and three years of continuous service from the award date. Certain shares awarded may also vest upon a qualified retirement at or following age 65 , or upon a qualified early retirement under the provisions adopted in 2012 whereby the awardee completes 10 years of service, attains age 55 and retires. All restricted stock units awarded under the 2002 Plan immediately vest upon a change in control of the Company. The following table summarizes restricted stock units outstanding as of April 30, 2016 : Shares Weighted Average Grant-Date Fair Value (In thousands) Outstanding as of January 30, 2016 631 $ 3.28 Granted 2,226 0.24 Vested (25 ) 7.14 Cancelled (84 ) 2.18 Outstanding as of April 30, 2016 2,748 $ 0.82 Total compensation expense is being amortized over the shorter of the achievement of retirement or early retirement status, or the vesting period. Compensation expense related to restricted stock unit activity was $0.2 million for the first quarter of 2016 and $0.6 million for the first quarter of 2015 . As of April 30, 2016 , there was $1.2 million of unrecognized compensation cost related to restricted stock units that is expected to be recognized over the weighted average period of 1.3 years. The total fair value of restricted stock units vested was $0.2 million during the first quarter of 2016 . The total fair value of units vested was $0.8 million during the first quarter of 2015. Additionally, beginning in the first quarter of fiscal 2014, certain of our employees have been awarded cash-settled restricted stock units, pursuant to cash-settled restricted stock unit agreements. The cash-settled restricted stock units awarded to employees cliff vest at varying times up to approximately three years of continuous service. Certain shares awarded may also vest upon a qualified retirement at or following age 65 , or upon a qualified early retirement under the provisions adopted in 2012 whereby the awardee completes 10 years of service, attains age 55 and retires. All cash-settled restricted stock units immediately vest upon a change in control of the Company. We may, in our sole discretion, at any time during the term, convert the cash-settled restricted stock units into stock-settled restricted stock units. The cash-settled restricted stock units are treated as liability awards in accordance with ASC 718. During January 2015, we converted 262,000 shares of cash-settled restricted stock units to stock-settled restricted stock units. The following table summarizes cash-settled restricted stock units outstanding as of April 30, 2016 : Shares Weighted Average Grant-Date Fair Value (In thousands) Outstanding as of January 30, 2016 468 $ 0.26 Granted — — Vested (8 ) 0.18 Cancelled (37 ) 0.18 Outstanding as of April 30, 2016 423 $ 0.04 Total compensation expense is being amortized over the shorter of the achievement of retirement or early retirement status, or the vesting period. Compensation expense related to restricted shares activity was a benefit of $0.1 million for the first quarter of 2016 and an expense of $0.5 million for the first quarter of 2015 . As of April 30, 2016 , there was no unrecognized compensation cost related to cash-settled restricted stock units that is expected to be recognized over the weighted average period of 0.92 years. Restricted Shares Certain of our employees and all of our directors have been awarded non-vested common stock (restricted shares), pursuant to non-vested stock agreements. The restricted shares awarded to employees generally cliff vest after up to three years of continuous service. Certain shares awarded may also vest upon a qualified retirement at or following age 65 , or upon a qualified early retirement under the provisions adopted in 2012 whereby an awardee completes 10 years of service, attains age 55 and retires. All restricted shares immediately vest upon a change in control of the Company. Grants of restricted shares awarded to directors vest in full after one year after the date of the grant. The following table summarizes non-vested shares of stock outstanding as of April 30, 2016 : Shares Weighted Average Grant-Date Fair Value (In thousands) Outstanding as of January 30, 2016 717 $ 7.72 Granted — — Vested (609 ) 3.08 Cancelled (95 ) 8.36 Outstanding as of April 30, 2016 13 $ 11.70 Total compensation expense is being amortized over the shorter of the achievement of retirement or early retirement status, or the vesting period. Compensation expense related to restricted shares activity was $0.2 million for the first quarter of 2016 and $1.5 million for the first quarter of 2015 . As of April 30, 2016 , the unrecognized compensation expense related to restricted share awards that is expected to be recognized over the weighted average period of less than one year is immaterial. The total fair value of shares vested was $5.1 million during the first quarter of 2016 and $1.3 million during the first quarter of 2015 . In connection with the GoJane acquisition, we granted restricted shares based on the stock price on the date granted to the two individual stockholders of GoJane, with compensation expense recognized over the three year cliff vesting period. If the aggregate dollar value of the restricted shares on the vesting date is less than $8.0 million , then we shall pay to the two individual stockholders an amount in cash equal to the difference between $8.0 million and the fair market value of the restricted shares on the vesting date. During the first quarter of 2016 , we paid out the balance due of $7.6 million that was recorded as of January 30, 2016. For the first quarter of 2015 , we recorded compensation expense of $0.2 million and had a corresponding liability of $5.0 million based on the Company's stock price as of May 2, 2015 . Performance Shares Certain of our executives have been awarded performance shares, pursuant to performance share agreements. The performance shares cliff vest at the end of three years of continuous service with us and are contingent upon meeting various separate performance conditions based upon consolidated earnings targets or market conditions based upon total shareholder return targets. All performance shares immediately vest upon a change in control of the Company (as communicated to the executives awarded performance shares). Compensation cost for the performance shares with performance conditions related to consolidated earnings targets is periodically reviewed and adjusted based upon the probability of achieving certain performance targets. If the probability of achieving targets changes, compensation cost will be adjusted in the period that the probability of achievement changes. The fair value of performance based awards is based upon the fair value of the Company's common stock on the date of grant. For market based awards that vest based upon total shareholder return targets, the effect of the market conditions is reflected in the fair value of the awards on the date of grant using a Monte-Carlo simulation model. A Monte-Carlo simulation model estimates the fair value of the market based award based upon the expected term, risk-free interest rate, expected dividend yield and expected volatility measure for the Company and its peer group. Compensation expense for market based awards is recognized over the vesting period regardless of whether the market conditions are expected to be achieved. The following table summarizes performance shares of stock outstanding as of April 30, 2016 : Performance-based Market-based Performance Shares Performance Shares Shares Weighted Average Grant-Date Fair Value Shares Weighted Average Grant-Date Fair Value (In thousands) (In thousands) Outstanding as of January 30, 2016 — $ — 220 $ 9.65 Granted — — — — Vested — — — — Cancelled — — (69 ) 19.18 Outstanding as of April 30, 2016 — $ — 151 $ 5.34 Total compensation expense is being amortized over the vesting period. During the first quarter of 2016, we recorded compensation expense of $0.1 million related to the market-based performance shares which we granted, and $0.3 million related to market-based performance shares for the first quarter of 2015 . No compensation expense related to performance-based shares was recognized during the first quarters of fiscal 2016 and 2015. The following table summarizes unrecognized compensation cost and the weighted-average years expected to be recognized related to performance share awards outstanding as of April 30, 2016 : Performance-based Market-based Performance Shares Performance Shares Total unrecognized compensation (in thousands) $ — $ 245 Weighted-average years expected to recognize compensation cost (years) 0 1 Cash-Settled Stock Appreciation Rights ("CSARs") In conjunction with the execution of the employment agreement with Mr. Johnson, our former CEO, on May 3, 2013, we granted him an award of CSARs, with an award date value of $5.6 million . The number of CSARs granted was determined in accordance with the agreement by dividing $5.6 million by the Black Scholes value of the closing price of a share of the Company's common stock on the award date. As of April 30, 2016 , there was no unrecognized compensation cost related to CSARs. As a result of the departure of Mr. Johnson after the end of the second quarter of 2014, 2/3 of these CSARs were forfeited. The remaining vested shares expired on August 29, 2015. For the first quarter of 2015 we did not record any expense or benefit related to this incentive award. Performance Based Bonus The Employment Agreement with Julian R. Geiger, our Chief Executive Officer, provides for a special performance based bonus. If, during any consecutive 90 calendar day period during the third year of the term of the Employment Agreement the average closing price per share of the Company’s common stock is $15.93 or higher, Mr. Geiger will be entitled to a performance-based cash bonus equal to 2% of the amount, if any, by which the Company’s average market capitalization during the period with the highest 90 day average stock price during the third year of the term of the Employment Agreement exceeds $255.4 million (the “Effective Date Market Cap”). If prior to the achievement of such performance metric, Mr. Geiger’s employment is terminated by the Company without Cause, by Mr. Geiger for Good Reason, upon Mr. Geiger’s death or by the Company due to his Disability, or there is a Change of Control (each a “Qualifying Event”), and as of the date of such Qualifying Event the common stock price exceeds $3.24 , then, the amount of the performance-based cash bonus will instead be 2% of the amount, if any, by which the Company’s average market capitalization over the 30 calendar day period immediately preceding the Qualifying Event exceeds the Effective Date Market Cap. We have recorded a liability for this award that was immaterial to the unaudited condensed financial statements as of April 30, 2016 . Stock Options We have an Omnibus Incentive Plan under which we may grant qualified and non-qualified stock options to purchase shares of our common stock to executives, consultants, directors, or other key employees. Stock options may not be granted at less than the fair market value at the date of grant. Stock options generally vest over four years on a pro-rata basis and expire after eight years. Compensation expense is recognized on a straight-line basis over the term. All outstanding stock options immediately vest upon (i) a change in control of the company (as defined in the plan) and (ii) termination of the employee within one year of such change of control. For the first quarter of fiscal 2016 , the weighted average assumptions used in our Black-Scholes option pricing model were expected volatility of 64.4% , expected term of 4.16 years, a risk-free interest rate of 1.32% , and an expected forfeiture rate of 0% . The following table summarizes stock option transactions for common stock during the first quarter of 2016 : Number of Shares Weighted Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (In thousands) (In years) (In millions) Outstanding as of January 30, 2016 2,554 $ 3.34 Granted — — Exercised — — Cancelled 1 (24 ) 11.54 Outstanding as of April 30, 2016 2,530 $ 3.26 5.58 $ — Options vested as of April 30, 2016 and expected to vest 2,530 $ 3.26 5.58 $ — Exercisable as of April 30, 2016 1,182 $ 3.33 5.55 $ — 1 The number of options cancelled includes approximately 24,000 expired shares. In accordance with his employment agreement, Mr. Geiger was granted an award of options to purchase 1.5 million shares of our common stock during the first quarter of 2015. These stock options have a strike price of $3.17 per share, vest over two years on a pro-rata basis, and have a seven year life. During fiscal 2014, and also in accordance with his employment agreement, Mr. Geiger was granted an award of options to purchase 2.0 million shares that had a strike price of $3.24 and vest over three years on a pro-rata basis with a seven year life. During the fourth quarter of 2015 Mr. Geiger voluntarily relinquished 1.0 million in stock options previously granted. We recognized $0.4 million in compensation expense related to stock options during the first quarter of 2016 and $0.5 million during the first quarter of 2015 . The following table summarizes information regarding non-vested outstanding stock options as of April 30, 2016 : Shares Weighted Average Grant-Date Fair Value (In thousands) Non-vested as of January 30, 2016 1,360 $ 1.57 Granted — — Vested (2 ) 6.39 Canceled (10 ) 0.71 Non-vested as of April 30, 2016 1,348 $ 1.56 As of April 30, 2016 , there was $0.8 million of total unrecognized compensation cost related to non-vested options that we expect will be recognized over the remaining weighted-average vesting period of 1 year. |