Annual report pursuant to Section 13 and 15(d)

Note 15 - Stock-based Compensation

v3.21.4
Note 15 - Stock-based Compensation
12 Months Ended
Oct. 31, 2021
Notes to Financial Statements  
Share-based Payment Arrangement [Text Block]

Note 15. Stock-Based Compensation

 

The Company rolled forward certain vested options from CPH (see discussion below) to 2,783,479 equivalent vested options in the Successor. No incremental compensation costs were recognized on conversion as the fair value of the options issued were equivalent to the fair value of the vested options of CPH. Exercise prices for those options range from $0.87 to $6.09.

 

During 2019, pursuant to the Concrete Pumping Holdings, Inc. 2018 Omnibus Incentive Plan, the Company granted stock-based awards to certain employees in the U.S. and U.K. All awards in the U.S. are restricted stock awards while awards granted to employees in the U.K. are stock options with exercise prices of $0.01. Regardless of where the awards were granted, the awards vested pursuant to one of the following four conditions:

 

 

(1)

Time-based only – Awards vest in equal installments over a five-year period.

 

(2)

$13 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $13.00 for 30 consecutive days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

 

(3)

$16 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $16.00 for 30 consecutive days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

 

(4)

$19 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $19.00 for 30 consecutive days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

 

On October 29, 2020 almost all of the then-outstanding stock awards were modified as follows:

 

 

(1)

113 awards for 113 employees accepted a modification to their restricted stock awards (if U.S. employees) or stock options (if U.K. employees) with market-based vesting conditions as follows:

 

o

The price vesting targets of $13.00 per share, $16.00 per share or $19.00 per share were reduced to $6.00 per share, $8.00 per share or $10.00 per share, respectively

 

o

The market-based awards were exchanged on a 2-for-1 exchange ratio.  In total 3,816,450 market-based awards were exchanged for 1,908,165 market-based awards

 

(2)

18 awards for 18 employees had their restricted stock awards (if U.S. employees) or stock options (if U.K. employees) with market-based vesting conditions (the same $13/$16/$19 price targets outlined above) modified as follows:

 

o

Each individual's total award was split into the following: (a) 46% of time vesting shares that vested on December 6, 2020, (b) 15% of time vesting shares which will vest ratably 1/3 each year on December 6, 2021, 2022 and 2023, and (c) the remaining 39% will initially vest based on reduced price vesting targets of $6.00 per share, $8.00 per share or $10.00 per share. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

 

o

In the aggregate, 1,381,426 stock awards were modified as follows:

 

(a)

635,455 shares vested on December 6, 2020,

 

(b)

207,215 shares will vest ratably 1/3 each year on December 6, 2021, 2022 and 2023, and

 

(c)

538,756 shares will vest based on reduced price vesting targets of $6.00 per share, $8.00 per share or $10.00 per share

 

As a result of the modifications, and in accordance with ASC 718, the Company updated the fair value of each modified award to be equal to the following:

 

 

Unrecognized stock-based compensation expense as of October 29, 2020 immediately before the modification plus

 

The greater of $0 or the difference between fair value of new award immediately after modification less the fair value of old award immediately before modification

 

The fair values for the above awards were calculated using a Monte Carlo simulation model and the updated fair value of the stock award is expensed over the new service period for the new award. As a result of the modifications, the Company recorded $5.9 million of compensation expense on day 1 of the modification as the requisite service period is zero. Outside of the unrecognized compensation expense for all other awards, no incremental costs are expected to be incurred in the future.

 

As of October 31, 2021, the Company had the following outstanding stock-based awards:

 

 

(1)

Time-based only – Awards vest in equal installments over a three or five-year period.

 

 

(2)

$6 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $6.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

 

 

(3)

$8 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $8.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

 

 

(4)

$10 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $10.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest 1/3 annually over a three-year period.

 

Included in the table below is a summary of the awards outstanding at October 31, 2021, following the modification, including the location, type of award, shares outstanding, unrecognized compensation expense, and the date that expense will be recognized through. The total stock compensation expense recognized for restricted stock awards for the years ended  October 31, 2021 and  October 31, 2020 was $5.8 million and $9.8 million, respectively. The total stock compensation expense recognized for stock options for the years ended  October 31, 2021 and  October 31, 2020 was $0.8 million and $1.6 million, respectively. In addition, while the table below provides a date through which expense will be recognized on a straight-line basis, if at such time the market-based stock awards vest earlier than the Monte Carlo simulation derived service period, expense recognition will be accelerated.

 

During fiscal 2021, we granted 99,812 stock awards that have a market-based vesting condition. The assumptions used in the Monte Carlo Simulation for the fiscal 2021 grant were stock price on date of grant, a price target expiration date of December 6, 2023, expected volatility of 73% and a risk-free interest rate of 0.5%.

 

(in thousands, except shares outstanding and fair value amounts)

Location

Type of Award

 

Shares Unvested at October 31, 2021

   

Weighted Average Fair Value

   

Unrecognized Compensation Expense at October 31, 2021

 

Date Expense will be Recognized Through (Straight-Line Basis)

 

U.S.

Time Based Only

    875,632     $ 6.56     $ 3,228,912  

12/6/2023

 

U.S.

$6 Market/Time- Based

    150,697     $ 3.86       -  

10/29/2020

 

U.S.

$6 Market/Time- Based

    191,902     $ 8.65     $ 273,110  

3/29/2022

*

U.S.

$6 Market/Time- Based

    191,902     $ 8.65     $ 630,290  

3/29/2023

*

U.S.

$6 Market/Time- Based

    191,913     $ 8.65     $ 833,930  

3/29/2024

*

U.S.

$8 Market/Time- Based

    150,697     $ 3.46       -  

10/29/2020

 

U.S.

$8 Market/Time- Based

    191,903     $ 7.45     $ 423,243  

8/23/2022

**

U.S.

$8 Market/Time- Based

    191,903     $ 7.45     $ 641,359  

8/23/2023

**

U.S.

$8 Market/Time- Based

    191,912     $ 7.45     $ 780,270  

8/23/2024

**

U.S.

$10 Market/Time- Based

    150,706     $ 3.15       -  

10/29/2020

 

U.S.

$10 Market/Time- Based

    191,471     $ 6.46     $ 444,144  

7/9/2023

 

U.S.

$10 Market/Time- Based

    191,467     $ 6.46     $ 599,208  

7/9/2024

 

U.S.

$10 Market/Time- Based

    191,482     $ 6.46     $ 704,994  

7/9/2025

 

U.S.

$13 Market/Time- Based

    433     $ 4.47     $ 317  

5/4/2022

 

U.S.

$13 Market/Time- Based

    433     $ 4.47     $ 714  

5/4/2023

 

U.S.

$13 Market/Time- Based

    434     $ 4.47     $ 957  

5/4/2024

 

U.S.

$16 Market/Time- Based

    433     $ 3.85     $ 403  

8/27/2022

 

U.S.

$16 Market/Time- Based

    433     $ 3.85     $ 691  

8/27/2023

 

U.S.

$16 Market/Time- Based

    434     $ 3.85     $ 874  

8/27/2024

 

U.S.

$19 Market/Time- Based

    433     $ 3.34     $ 420  

11/19/2022

 

U.S.

$19 Market/Time- Based

    433     $ 3.34     $ 642  

11/19/2023

 

U.S.

$19 Market/Time- Based

    434     $ 3.34     $ 787  

11/19/2024

 

U.S.

$10 Market/Time- Based

    4,635     $ 7.28     $ 29,202  

1/31/2023

 

U.S.

$10 Market/Time- Based

    4,635     $ 7.28     $ 31,061  

1/31/2024

 

U.S.

$10 Market/Time- Based

    4,634     $ 7.28     $ 31,831  

1/31/2025

 

U.K.

Time Based Only

    132,259     $ 6.52     $ 443,536  

12/6/2023

 

U.K.

$6 Market/Time- Based

    28,885     $ 3.85       -  

10/29/2020

 

U.K.

$6 Market/Time- Based

    27,892     $ 8.36     $ 39,250  

3/29/2022

*

U.K.

$6 Market/Time- Based

    27,892     $ 8.36     $ 89,849  

3/29/2023

*

U.K.

$6 Market/Time- Based

    27,901     $ 8.36     $ 118,514  

3/29/2024

*

U.K.

$8 Market/Time- Based

    28,885     $ 3.45       -  

10/29/2020

 

U.K.

$8 Market/Time- Based

    27,892     $ 7.20     $ 60,581  

8/23/2022

**

U.K.

$8 Market/Time- Based

    27,892     $ 7.20     $ 91,259  

8/23/2023

**

U.K.

$8 Market/Time- Based

    27,901     $ 7.20     $ 110,756  

8/23/2024

**

U.K.

$10 Market/Time- Based

    28,886     $ 3.14       -  

10/29/2020

 

U.K.

$10 Market/Time- Based

    27,902     $ 6.24     $ 63,479  

7/9/2023

 

U.K.

$10 Market/Time- Based

    27,892     $ 6.24     $ 85,174  

7/9/2024

 

U.K.

$10 Market/Time- Based

    27,901     $ 6.24     $ 100,005  

7/9/2025

 

Total

    3,541,371             $ 9,859,764      

 

Note: The $13/$16/$19 Market/Time Based shares noted above relate to the shares not exchanged in the October 29, 2020 modification discussed above.

 

* The $6.00 market condition price target was achieved on March 29, 2021, and on such date, the remaining unrecognized expense for these awards will be accelerated over the new requisite service period.

** The $8.00 market condition price target was achieved on August 23, 2021, and on such date, the remaining unrecognized expense for these awards will be accelerated over the new requisite service period.

 

Stock Options 

 

The following tables summarize stock option activity for the year ended October 31, 2021:

 

   

Options

    Weighted average grant date fair value    

Weighted average exercise price

 
Outstanding stock options, October 31, 2019     2,069,398     $ 5.81     $ 1.33  
Granted     7,250     $ 4.58     $ 0.01  
Forfeited     (25,888 )   $ 4.47     $ 0.01  
Exercised     (27,660 )   $ 6.67     $ 0.01  
Expired     (500 )   $ 6.67     $ 0.01  
Modified     (231,284 )   $ 5.04     $ 0.01  

Outstanding stock options, October 31, 2020

    1,791,316     $ 6.80     $ 1.54  

Granted

    30,000     $ 2.48     $ 0.01  

Forfeited

    (3,807 )   $ 7.46     $ 0.01  

Exercised

    (133,316 )   $ 5.24     $ 0.01  

Outstanding stock options, October 31, 2021

    1,684,193     $

6.85

    $ 1.63  

The total intrinsic value of stock options exercised for the years ended October 31, 2021 and October 31, 2020 was $0.9 million and $0.1 million, respectively. The Company realized $0.2 million and $0.0 million in tax benefits related to exercised stock options for the years ended October 31, 2021 and October 31, 2020, respectively.

The following table summarizes information about stock options outstanding at October 31, 2021:

 

       

Options Outstanding

   

Options Exercisable

 

Exercise price

   

Number of options

   

Weighted average exercise price

   

Weighted average remaining contractual life (yrs)

   

Aggregate Intrinsic Value

   

Number of options

   

Weighted average exercise price

   

Weighted average remaining contractual life (yrs)

   

Aggregate Intrinsic Value

 
  $0.01       473,738     $ 0.01       8.7     $ 4,069       3,758     $ 0.01       7.4     $ 32  
  $0.87       886,382     $ 0.87       3.3       6,852       886,382     $ 0.87       3.3     $ 6,852  
  $6.09       324,073     $ 6.09       4.4       -       324,073     $ 6.09       4.4       -  

Total

      1,684,193     $ 1.63       5.0     $ 10,921       1,214,213     $ 2.26       3.6     $ 6,884  

 

As of October 31, 2021, there was $1.2 million of total unrecognized compensation cost related to stock options that is expected to be realized as an expense by the Company over 1.8 weighted average years.

 

Restricted Stock Awards

 

The following table is a summary of Restricted Stock Awards activity for the years ended October 31, 2021 and  October 31, 2020:

 

   

Units

   

Weighted average grant-date fair value

 

Unvested as of October 31, 2019

    5,755,459     $ 4.44  

Granted

    -     $ -  

Vested

    (229,011 )   $ 6.61  

Forfeited

    (111,656 )   $ 4.49  

Modified

    (1,677,001 )   $ 3.89  

Unvested as of October 31, 2020

    3,737,791     $ 5.39  

Granted

    112,349     $ 3.80  

Vested

    (757,215 )   $ 5.34  

Forfeited

    (21,534 )   $ 5.00  

Unvested as of October 31, 2021

    3,071,391     $ 4.98  

 

As of October 31, 2021, there was $8.7 million of unrecognized compensation expense related to non-vested restricted stock awards that is expected to be realized as an expense by the Company over 1.8 weighted average years.

 

The Company realized $0.7 million and $0.3 million in tax benefits related to restricted stock award vestings for the years ended October 31, 2021 and  October 31, 2020, respectively.