Share-Based Compensation | L. SHARE-BASED COMPENSATION The Gordmans Stores, Inc. 2010 Omnibus Incentive Compensation Plan (the “2010 Plan”) provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and other share-based awards. Directors, officers and other associates of the Company and its subsidiaries, as well as others performing consulting or advisory services, are eligible for grants under the 2010 Plan. On May 28, 2014, the number of shares available under the 2010 Plan was increased by 2,000,000 shares to 4,573,086 shares. The exercise price of an option granted under the 2010 Plan will not be less than 100% of the fair value of a share of the Company’s common stock on the date of grant, provided the exercise price of an incentive stock option granted to a person holding greater than 10% of the Company’s voting power may not be less than 110% of such fair value on such date. The term of each option may not exceed ten years or, in the case of an incentive stock option granted to a ten percent stockholder, five years. Under the 2010 Plan, in the event of a dividend or other distribution other than regular cash dividends, recapitalization, or other transactions or events affecting the Company’s common stock, the Company must equitably adjust the number of shares of common stock subject to outstanding stock options and restricted stock and must adjust the exercise price of any outstanding stock options. On August 26, 2013, the Company declared a special cash dividend of $69.9 million, or $3.60 per share of common stock, of which $69.7 million was paid during fiscal 2013. The remaining $0.2 million is being paid as the non-vested restricted stock eligible to receive the dividend becomes vested or the participant terminates prior to vesting. Pursuant to the anti-dilution provisions of the 2010 Plan, the Company modified the exercise price of all outstanding stock options on the dividend date by reducing the exercise price of each non-qualified stock option by the dividend per share of $3.60 and the incentive stock options by $2.82 per share. In addition, pursuant to the 2010 Plan, the Company granted 77,195 shares of additional incentive stock options on September 24, 2013 to the existing holders of the incentive stock options to maintain the same intrinsic value of the awards both before and after the dividend payment, with the additional incentive stock options adopting the same vesting schedule as the original incentive stock options awarded. The Company compared the fair value of the original stock options immediately before the modifications to the fair value of the modified stock options immediately after the modifications to the awards and, as a result, no additional share-based compensation expense is required to be recognized over the remaining vesting periods of the stock options. There were no modifications to the restricted stock awards outstanding on the dividend date. There were 1,526,620 shares of common stock available for future grants under the 2010 Plan at January 30, 2016. Restricted Stock Shares of Weighted Non-vested, January 31, 2015 209,770 $ 6.21 Granted 150,250 5.66 Forfeited (50,450 ) 5.87 Vested (55,340 ) 6.39 Non-vested, January 30, 2016 254,230 $ 5.91 Restricted stock vests at rates of 20% per year over five years, 25% per year over four years or 33 1 3 Performance Shares A summary of performance share activity during fiscal year 2015 is set forth in the table below: Number Non-vested, January 31, 2015 — Granted 103,900 Forfeited (14,300 ) Non-vested, January 30, 2016 89,600 The Company used the Monte Carlo valuation model to estimate the fair value of the performance shares on the date of the grant. The weighted average assumptions used by the Company in applying the Monte Carlo valuation model for option grants during fiscal year 2015 are illustrated in the following table: Year Risk-free interest rate 0.9 % Dividend yield 0.0 % Expected volatility 51.0 % The Monte Carlo valuation also estimated the number of performance shares that would be awarded which is reflected in the fair value on the grant date. The Monte Carlo valuation assumed 159.9% of the performance shares granted would be awarded at the end of fiscal year 2017 based upon the estimated Company’s total shareholder return relative to peer performance. Accordingly, stock compensation expense of $1.0 million, excluding forfeitures, will be recognized over the vesting period of these performance share awards. Unrecognized compensation expense on the performance shares was $0.6 million at January 30, 2016, which is expected to be recognized over a period of 2.0 years. Stock Options Number Weighted Weighted Aggregate (1) Outstanding, January 31, 2015 1,326,143 $ 7.50 Granted 703,000 5.64 Exercised (5,825 ) 5.22 Forfeited (324,780 ) 7.17 Outstanding, January 30, 2016 1,698,538 6.90 8.1 $ — Exercisable, January 30, 2016 505,103 9.79 6.7 — Exercisable or expected to vest as of January 30, 2016 1,346,206 7.12 8.1 — (1) The aggregate intrinsic value for stock options is the difference between the current market value of the Company’s stock as of January 30, 2016 and the option strike price. The stock price at January 30, 2016 was $2.51, which was below the weighted average exercise price for options outstanding, exercisable, and vested or expected to vest at January 30, 2016. The stock options outstanding and exercisable as of January 30, 2016 were in the following exercise price ranges: Options Outstanding Options Exercisable Exercise Price Number Weighted Weighted Number Weighted $2.63 to $5.49 661,025 $ 3.82 5.7 141,206 $ 3.80 $5.86 to $11.02 711,313 6.56 8.6 118,137 8.57 $13.04 to $16.11 326,200 13.91 5.9 245,760 13.82 1,698,538 6.90 7.0 505,103 9.79 The following table summarizes information regarding non-vested outstanding stock options for fiscal year 2014: Number Weighted Non-vested at January 31, 2015 867,092 $ 5.34 Granted 703,000 5.64 Vested (270,279 ) 7.52 Forfeited (324,780 ) 7.17 Non-vested at January 30, 2016 975,033 4.34 The Company recorded a $0.3 million reduction to additional paid-in capital during both fiscal years 2015 and 2014 for a deferred tax shortfall related to share-based compensation expense as there is sufficient cumulative excess tax benefit in the Company’s additional paid-in capital. The tax shortfall was the result of the tax deduction being less than the cumulative book share-based compensation expense already recognized for such awards. The Company received $31 thousand and $0.1 million of proceeds from the exercise of stock options in fiscal years 2015 and 2013 respectively, which is reflected as a financing cash inflow in the consolidated statement of cash flows. The aggregate intrinsic value of stock options exercised in fiscal year 2015 and 2013 was $10 thousand and $35 thousand. There were no stock options exercised in fiscal year 2014. Options forfeited are immediately available for grant under the 2010 Plan. The Company used the Black-Scholes option valuation model to estimate fair value of the options. This model requires an estimate of the volatility of the Company’s share price. Given the Company’s shares or options have not been publicly traded for a period equal to the option term, the Company determined that it was not practical to use the historical volatility of its share price as the sole estimate of volatility. The Company accounts for equity share options based on the Black-Scholes option valuation model using a weighted-average of the historical volatility of the Company’s share price and the historical volatility of an appropriate industry sector index. The historical volatility was calculated using comparisons to peers in the Company’s market sector, which was chosen due to the proximity of size and industry to the Company over the expected term of the option. In determining the expense to be recorded for options, the significant assumptions utilized in applying the Black-Scholes option valuation model are the risk-free interest rate, expected term, dividend yield and expected volatility. The risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term approximating the expected term used as the assumption in the model. The expected term of the option awards is estimated using the simplified method, or the average of the vesting period and the original contractual term, as it is not practical for the Company to use its historical experience to estimate the expected term because the Company’s shares have not been publicly traded for a significant period of time equal to the option term. The weighted average assumptions used by the Company in applying the Black-Scholes valuation model for option grants during fiscal years 2015, 2014 and 2013 are illustrated in the following table: Year Year Year 2014 Risk-free interest rate 1.7 to 2.0% 2.0% 1.25 to 2.00% Dividend yield 2.0% 2.0% 2.0% Expected volatility 39.0% - 40.0% 36.0% - 40.0% 35.0% - 36.0% Expected life (years) 6.25 6.25 6.25 Weighted average fair value of options granted $1.85 $1.31 $3.43 Stock options have ten-year contractual terms and vest at varying rates of either 20% per year over five years or 25% per year over four years as applicable. None of the stock options outstanding at January 30, 2016 were subject to performance or market-based vesting conditions. As of January 30, 2016, the unrecognized compensation expense on stock options, net of expected forfeitures, was $1.7 million, which is expected to be recognized over a weighted average period of 1.5 years. The total fair value of options vested during the fiscal years ended January 30, 2016, January 31, 2015, and February 1, 2014 was $2.0 million, $0.5 million and $1.4 million, respectively. Share-based compensation expense for fiscal years 2015, 2014 and 2013 was $1.0 million, $0.4 million and $1.3 million, respectively. In fiscal year 2015, the Company recorded a share-based compensation benefit of $0.1 million related to the forfeiture of unvested share-based awards and a $0.2 million benefit resulting from changes in the forfeiture rates used to measure share-based compensation expense based on actual historical and expected future forfeitures. In fiscal year 2014, the Company recorded a share-based compensation benefit of $0.5 million related to the forfeiture of unvested share-based awards and a $0.1 million benefit resulting from changes in the forfeiture rates used to measure share-based compensation expense based on actual historical and expected future forfeitures. Share-based compensation expense is recorded in selling, general and administrative expenses in the consolidated statements of operations. |