Annual report pursuant to Section 13 and 15(d)

Note 16 - Stock-based Compensation

v3.22.4
Note 16 - Stock-based Compensation
12 Months Ended
Oct. 31, 2022
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

Note 16. Stock-Based Compensation

 

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 generally vest pursuant to one of the following four conditions:

 

 

(1)

Time-based only – Awards vest in equal installments over a specified 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 unvested awards outstanding at October 31, 2022, including the location, type of award, shares outstanding, unrecognized compensation expense, and the date through which the expense will be recognized. The total stock compensation expense recognized for restricted stock awards for the years ended  October 31, 2022 and October 31, 2021 was $4.4 million and $5.8 million, respectively. The total stock compensation expense recognized for stock options for the years ended  October 31, 2022 and October 31, 2021 was $0.6 million and $0.8 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 the first quarter of fiscal 2022, the Company granted 69,491 stock awards that have a market-based vesting condition. The assumptions used in the Monte Carlo Simulation for these grants 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%. No equity-based awards were granted during the remainder of fiscal 2022.

 

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

 

Location

 

Type of Award

 

Shares Unvested at October 31, 2022

   

Weighted Average Fair Value

   

Unrecognized Compensation Expense at October 31, 2022

 

Date Expense Recognized Through (Straight-Line Basis)

 

U.S.

 

Time Based Only

    630,465       6.48     $ 1,867,799  

12/6/2023

 

U.S.

 

$6 Market/Time- Based

    100,462       1.74       -  

10/29/2020

 

U.S.

 

$6 Market/Time- Based

    186,786       8.68       175,812  

3/29/2023

*

U.S.

 

$6 Market/Time- Based

    186,798       8.68       470,139  

3/29/2024

*

U.S.

 

$8 Market/Time- Based

    100,462       1.61       -  

10/29/2020

 

U.S.

 

$8 Market/Time- Based

    186,786       7.48       276,524  

8/23/2023

**

U.S.

 

$8 Market/Time- Based

    186,798       7.48       484,641  

8/23/2024

**

U.S.

 

$10 Market/Time- Based

    150,706       1.51       -  

10/29/2020

 

U.S.

 

$10 Market/Time- Based

    184,169       6.48       174,175  

7/9/2023

 

U.S.

 

$10 Market/Time- Based

    184,165       6.48       362,699  

7/9/2024

 

U.S.

 

$10 Market/Time- Based

    184,181       6.48       495,377  

7/9/2025

 

U.S.

 

$13 Market/Time- Based

    433       4.47       -  

5/4/2022

 

U.S.

 

$13 Market/Time- Based

    433       4.47       208  

5/4/2023

 

U.S.

 

$13 Market/Time- Based

    434       4.47       561  

5/4/2024

 

U.S.

 

$16 Market/Time- Based

    433       3.85       -  

8/27/2022

 

U.S.

 

$16 Market/Time- Based

    433       3.85       309  

8/27/2023

 

U.S.

 

$16 Market/Time- Based

    434       3.85       563  

8/27/2024

 

U.S.

 

$19 Market/Time- Based

    433       3.34       169  

11/19/2022

 

U.S.

 

$19 Market/Time- Based

    433       3.34       402  

11/19/2023

 

U.S.

 

$19 Market/Time- Based

    434       3.34       572  

11/19/2024

 

U.S.

 

$10 Market/Time- Based

    4,635       7.28       5,866  

1/31/2023

 

U.S.

 

$10 Market/Time- Based

    4,635       7.28       17,248  

1/31/2024

 

U.S.

 

$10 Market/Time- Based

    4,634       7.28       22,033  

1/31/2025

 

U.S.

 

$10 Market/Time- Based

    17,954       6.83       52,060  

6/30/2023

 

U.S.

 

$10 Market/Time- Based

    17,961       6.83       79,594  

6/30/2024

 

U.S.

 

$10 Market/Time- Based

    17,963       6.83       91,649  

6/30/2025

 

U.K.

 

Time Based Only

    90,431       6.38       249,774  

12/6/2023

 

U.K.

 

$6 Market/Time- Based

    19,257       5.23       -  

10/29/2020

 

U.K.

 

$6 Market/Time- Based

    27,892       8.36       25,995  

3/29/2023

*

U.K.

 

$6 Market/Time- Based

    27,901       8.36       69,279  

3/29/2024

*

U.K.

 

$8 Market/Time- Based

    19,257       1.61       -  

10/29/2020

 

U.K.

 

$8 Market/Time- Based

    27,892       7.20       40,805  

8/23/2023

**

U.K.

 

$8 Market/Time- Based

    27,901       7.20       71,324  

8/23/2024

**

U.K.

 

$10 Market/Time- Based

    28,886       1.51       -  

10/29/2020

 

U.K.

 

$10 Market/Time- Based

    27,902       6.24       25,824  

7/9/2023

 

U.K.

 

$10 Market/Time- Based

    27,892       6.24       53,461  

7/9/2024

 

U.K.

 

$10 Market/Time- Based

    27,901       6.24       72,852  

7/9/2025

 

U.K.

 

$10 Market/Time- Based

    750       6.83       2,175  

6/30/2023

 

U.K.

 

$10 Market/Time- Based

    750       6.83       3,324  

6/30/2024

 

U.K.

 

$10 Market/Time- Based

    750       6.83       3,827  

6/30/2025

 

Total

    2,708,822             $ 5,197,040      

 

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, 2022:

 

   

Options

   

Weighted average grant date fair value

   

Weighted average exercise price

 

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  

Granted

    4,500     $ 7.43     $ 0.01  

Forfeited

    (1,586 )   $ 6.67     $ 0.01  

Exercised

    (197,779 )   $ 6.70     $ 0.44  

Outstanding stock options, October 31, 2022

    1,489,328     $ 6.42     $ 1.79  

 

The total intrinsic value of stock options exercised for the years ended  October 31, 2022 and 2021 was $1.3 million and $0.9 million, respectively. The Company realized $0.2 million in tax benefits related to exercised stock options for both years ended October 31, 2022 and 2021.

 

The following table summarizes information about stock options outstanding at October 31, 2022:

 

       

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       378,298     $ 0.01       6.9     $ 2,419       22,936     $ 0.01       7.1     $ 147  
$ 0.87       786,957     $ 0.87       2.3       4,356       786,957     $ 0.87       2.3     $ 4,356  
$ 6.09       324,073     $ 6.09       3.4       -       324,073     $ 6.09       3.4     $ 102  

Total

      1,489,328     $ 1.79       3.7     $ 6,775       1,133,966     $ 2.34       2.7     $ 4,605  

 

As of October 31, 2022, there was $0.6 million of total unrecognized compensation cost related to stock options that is expected to be realized as an expense by the Company over 1.4 weighted average years.

 

Restricted Stock Awards

 

The following table is a summary of Restricted Stock Awards activity for the years ended October 31, 2022 and October 31, 2021:

 

   

Units

   

Weighted average grant-date fair value

 

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  

Granted

    134,481       7.43  

Vested

    (768,330 )     4.86  

Forfeited

    (84,082 )     5.81  

Unvested as of October 31, 2022

    2,353,460       5.14  

 

As of October 31, 2022, there was $4.6 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 1.4 weighted average years.

 

The Company realized $1.4 million and $0.7 million in tax benefits related to restricted stock award vestings for the years ended October 31, 2022 and October 31, 2021, respectively.