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 grants are made by 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 35,863 53,796 71,728 86,125 Non-employee Directors 14,414 21,622 28,829 34,595 Total 50,277 75,418 100,557 120,720 Value at grant date (numbers below are rounded to the nearest $100) Minimum Target Maximum Cap Employees $ 497,600 $ 746,400 $ 995,200 $ 1,194,900 Non-employee Directors 200,000 300,000 400,000 480,000 Total $ 697,600 $ 1,046,400 $ 1,395,200 $ 1,674,900 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. 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 began recognizing expense, except as set forth below, related to awards under the 2017 Plan at Maximum award level, including SARS. During the period ended October 31, 2019, the Company revised its estimate of the 2017 and 2018 grants that will be earned for the designated performance period. Based on actual EBITDA achieved by the Company to date, it was deemed improbable that such performance would meet even the Minimum level required for such grants to vest, including SARS. As a result, stock-based compensation expense was adjusted to account for the change in estimate. The total amount of previously recognized stock-based compensation attributable to the 2017 and 2018 grants that has been reversed is approximately $806,000, of which approximately $25,000 related to the SARS. The Company recognized total stock-based compensation costs, net of the above change in estimate, which are reflected in operating expenses (in 000’s): Three Months Ended Nine Months Ended October 31, October 31 2019 2018 2019 2018 2017 Plan $ (345 ) $ 189 $ (596 ) $ 491 Total stock-based compensation $ (345 ) $ 189 $ (596 ) $ 491 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 October 31, 2019 Restricted stock grants – employees 84,126 ----- ----- 12,397 71,729 Restricted stock grants – non-employee directors 28,829 ----- ----- ----- 28,829 Retainer in stock – non-employee directors 25,044 7,292 2,675 ----- 29,661 Total restricted stock 137,999 7,292 2,675 12,397 130,219 Weighted average grant date fair value $ 13.77 $ 11.63 $ 15.85 $ 13.87 $ 13.66 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 October 31, 2019, unrecognized stock-based compensation expense related to these restricted stock awards totaled $41,766 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 October 31, 2019, the Company granted awards for up to an aggregate of 32,336 shares from the 2017 Plan. Stock Options During the third quarter ending October 31, 2019 a stock option was granted pursuant to the Company’s 2017 Equity Incentive Plan in the amount of 24,900 shares at a a weighted-average exercise price of $11.17 per share. Such shares will vest at 8,300 shares on each of August 12, 2020, August 12, 2021 and August 12, 2022. The following table represents stock options granted, exercised and forfeited during third quarter of FY20. Stock Options Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at July 31, 2019 ----- $ ----- ----- $ ----- Granted during the quarter ended October 31, 2019 24,900 $ 11.17 ----- ----- Outstanding at October 31, 2019 24,900 $ 11.17 9.79 ----- Exercisable at October 31, 2019 ----- $ ----- ----- $ ----- The Company recognized approximately $13,000 of stock-based compensation expense during the three and nine months ended October 31, 2019 associated with the grant of the stock option. As of October 31, 2019 there is approximately $162,000 of unrecognized stock-based compensation expense, to be expensed over approximately three years. The Company estimates the fair value of each stock option award on the grant date using the Black-Scholes option-pricing model. The assumptions used to calculate the fair value of the options granted during the period ended October 31, 2019 are as follows: FY20 Expected volatility 53 % Expected life in years 10 Expected dividend yield 0.00 % Risk-free interest rate 1.65 % 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 114,848 shares of stock under this program as of the date of this filing which amounted to $1,261,656, inclusive of commissions. During the three month period ended October 31, 2019 the Company repurchased zero shares. At October 31, 2019, the dollar value of remaining shares that may by repurchased under the share repurchase program was $1,238,344. Warrant In October 2014, the Company issued a five-year warrant that was 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 October 31, 2019, such warrant has expired. 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. |