Stockholders' Equity | The 2017 Stock Plan On June 21, 2017, the stockholders of the Company approved the Lakeland Industries, Inc. 2017 Equity Incentive Plan (the “2017 Plan”) at the Annual Meeting of Stockholders. The executive officers and all other employees and directors of the Company, including its subsidiaries, are eligible to participate in the 2017 Plan. The 2017 Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”), except that with respect to all non-employee directors, the Committee shall be deemed to include the full Board. The 2017 Plan provides for the grant of equity-based compensation in the form of stock options, restricted stock, restricted stock units, performance shares, performance units, or stock appreciation rights (“SARS”). The Committee has the authority to determine the type of award, as well as the amount, terms and conditions of each award, under the 2017 Plan, subject to the limitations and other provisions of the 2017 Plan. An aggregate of 360,000 shares of the Company’s common stock are authorized for issuance under the 2017 Plan, subject to adjustment as provided in the 2017 Plan for stock splits, dividends, distributions, recapitalizations and other similar transactions or events. If any shares subject to an award are forfeited, expire, lapse or otherwise terminate without issuance of such shares, such shares shall, to the extent of such forfeiture, expiration, lapse or termination, again be available for issuance under the 2017 Plan. The following table summarizes the unvested shares granted on September 12, 2017 and June 7, 2018, which have been made under the 2017 Plan. Number of shares awarded total Minimum Target Maximum Cap Employees 42,061 63,095 84,126 101,001 Non-employee Directors 14,414 21,622 28,829 34,595 Total 56,475 84,717 112,955 135,596 Value at grant date (numbers below are rounded to the nearest $100) Minimum Target Maximum Cap Employees $ 583,600 $ 875,400 $ 1,167,200 $ 1,401,300 Non-employee Directors 200,000 300,000 400,000 480,000 Total $ 783,600 $ 1,175,400 $ 1,567,200 $ 1,881,300 Of the total number of shares awarded at Maximum, there are an aggregate of 112,995 shares underlying restricted stock awards and in addition in the 2017 Plan there are 6,376 shares underlying awards of stock appreciation rights with a base price of $13.80 per share. These stock appreciation rights are classified as liability awards and are remeasured at fair value each reporting period until the award is settled. As of April 30, 2019, and January 31, 2019 the Company has recorded a liability in the amount of $25,438, and $25,559, respectively related to these stock appreciation rights. The actual number of shares of common stock of the Company, if any, to be earned by the award recipients is determined over a full three fiscal year performance period commencing on February 1, 2017 and ending on January 31, 2020 in the case of the 2017 grants, and commencing on February 1, 2018 and ending on January 31, 2021 in the case of the 2018 grants, based on the level of earnings before interest, taxes, depreciation and amortization (“EBITDA”) achieved by the Company over this period. The EBITDA targets have been set for each of the Minimum, Target, Maximum and Cap levels, at higher amounts for each of the higher levels. The actual EBITDA amount achieved is determined by the Committee and may be adjusted for items determined to be unusual in nature or infrequent in occurrence, which items may include, without limitation, the charges or costs associated with restructurings of the Company or any subsidiary, discontinued operations, and the cumulative effects of accounting changes. Under the 2017 Plan, as described above, the Company awarded performance-based restricted stock and stock appreciation rights to eligible employees and directors. Such awards were at either Minimum, Target, Maximum or Cap levels, based on three year EBITDA targets. The Company recognizes expense related to performance-based restricted share awards over the requisite performance period using the straight-line attribution method based on the most probable outcome (Minimum, Target, Maximum, Cap or Zero) at the end of the performance period and the price of the Company’s common stock price at the date of grant. The Company is recognizing expense related to awards under the 2017 Plan at Maximum, including SARS. As of April 30, 2019, unrecognized stock-based compensation expense totaled $795,641 pursuant to the 2017 Plan based on the maximum performance award level. Such unrecognized stock-based compensation expense totaled $425,767 for the 2017 Plan at the minimum performance award level. The cost of these non-vested awards is expected to be recognized over a weighted-average period of three years for the 2017 Plan. The Company recognized total stock-based compensation costs, which are reflected in operating expenses: Three Months Ended April 30, 2019 2018 2017 Plan $ 201,829 $ 121,153 Stock appreciation rights (2017 Plan) (121 ) (1,913 ) Total stock-based compensation $ 201,708 $ 119,240 Shares issued under 2017 Stock Plan Outstanding Unvested Grants at Maximum at Beginning of FY20 Granted during FY20 Becoming Vested during FY20 Forfeited during FY20 Outstanding Unvested Grants at Maximum at End of April 30, 2019 Restricted stock grants – employees 84,126 ----- ----- ----- 84,126 Restricted stock grants – non-employee directors 28,829 ----- ----- ----- 28,829 Retainer in stock – non-employee directors 25,044 3,341 ----- ----- 28,385 Total restricted stock 137,999 3,341 ----- ----- 141,340 Weighted average grant date fair value $ 13.77 $ 12.69 $ ----- $ ----- $ 13.75 Other Compensation Plans/Programs Pursuant to the Company’s restrictive stock program, all directors are eligible to elect to receive any director fees in shares of restricted stock in lieu of cash. Such restricted shares are subject to a two-year vesting period. The valuation is based on the stock price at the grant date and is amortized to expense over the two-year period, which approximates the performance period. Since the director is giving up cash for unvested shares, and is subject to a vesting requirement, the amount of shares awarded is 133% of the cash amount based on the grant date stock price. As of April 30, 2019, unrecognized stock-based compensation expense related to these restricted stock awards totaled $55,920 for the 2017 Plan. The cost of these non-vested awards is expected to be recognized over a two-year weighted-average period. In addition, as of April 30, 2019, the Company granted awards for up to an aggregate of 28,385 shares for the 2017 Plan. Stock Repurchase Program On July 19, 2016, the Company’s board of directors approved a stock repurchase program under which the Company may repurchase up to $2,500,000 of its outstanding common stock. The Company has repurchased 105,648 shares of stock under this program as of the date of this filing which amounted to $1,164,915, inclusive of commissions. No shares were repurchased during the three month period ended April 30, 2019. Warrant In October 2014, the Company issued a five-year warrant that is immediately exercisable to purchase up to 55,500 shares of the Company’s common stock at an exercise price of $11.00 per share. As of April 30, 2019 and January 31, 2019, the warrant to purchase up to 55,500 shares remains outstanding. Authorized Shares On June 27, 2018, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Restated Certificate of Incorporation, increasing the number of authorized shares from 11,500,000 to 21,500,000, of which 20,000,000 shares are of the Company’s common stock and 1,500,000 shares are of the Company’s preferred stock. The Certificate of Amendment was deemed effective as of June 25, 2018. The increase effected solely the number of authorized shares of common stock. |