Quarterly report pursuant to Section 13 or 15(d)

Note 15 - Stock-based Compensation

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Note 15 - Stock-based Compensation
9 Months Ended
Jul. 31, 2020
Notes to Financial Statements  
Share-based Payment Arrangement [Text Block]

Note 15. Stock-Based Compensation

Successor

 

The Company rolled forward certain vested options from the Predecessor (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 the Predecessor. 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 vest 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.

 

Included in the table below is a summary of the awards granted, including the location, type of award, fair value of awards, and the date that expense will be recognized through. In accordance with ASC 718, the market-based awards were assigned the fair values in the table below using a Monte Carlo simulation model.  In addition, while the table below provides a date through which expense will be recognized on a straight-line basis, if at such time these market-based stock awards vest under both vesting conditions, expense recognition will be accelerated. Stock-based compensation expense for the three and nine-month periods ended July 31, 2020 was $1.4 million and $4.2 million, respectively. Stock-based compensation expense for the three-month period ending July 31, 2019 and the Successor period from December 6, 2018 through July 31, 2019 was $1.6 million and $2.0 million, respectively.

 

Location

 

Type of Award

 

Shares Awarded

    Fair Value of Awards Per Share     Total Fair Value of Awards   Date Expense will be Recognized Through (Straight-Line Basis)

U.S.

 

Time Based Only

    1,156,630     $ 6.67     $ 7,714,722  

12/6/2023

U.S.

 

$13 Market/Time- Based

    1,543,044     $ 4.47     $ 6,904,032  

5/4/2024

U.S.

 

$16 Market/Time- Based

    1,543,044     $ 3.85     $ 5,940,038  

8/27/2024

U.S.

 

$19 Market/Time- Based

    1,543,091     $ 3.34     $ 5,149,194  

11/19/2024

U.S.

 

Time Based Only

    25,000     $ 4.05     $ 101,250  

12/6/2023

U.S.

 

$13 Market/Time- Based

    25,000     $ 2.72     $ 67,919  

5/4/2024

U.S.

 

$16 Market/Time- Based

    25,000     $ 2.34     $ 58,436  

8/27/2024

U.S.

 

$19 Market/Time- Based

    25,000     $ 2.03     $ 50,654  

11/19/2024

U.K.

 

Time Based Only

    164,744     $ 6.67     $ 1,098,842  

12/6/2023

U.K.

 

$13 Market/Time- Based

    238,808     $ 4.46     $ 1,066,272  

5/4/2024

U.K.

 

$16 Market/Time- Based

    238,808     $ 3.84     $ 917,096  

8/27/2024

U.K.

 

$19 Market/Time- Based

    238,833     $ 3.33     $ 794,772  

11/19/2024

Total

    6,767,002           $ 29,863,227    

 

Predecessor

 

The Predecessor accounted for share-based awards in accordance with ASC Topic 718 Compensation–Stock Compensation (“ASC 718”), which requires the fair value of stock-based compensation awards to be amortized as an expense over the vesting period. Stock-based compensation awards are valued at fair value on the date of grant. As a result of the Business Combination, the acceleration clause within the original award agreements was triggered and all unvested awards immediately vested, resulting in an amount of $0.6 million of stock-based compensation expense presented “on the line” (see Note 4 - Business Combinations). Stock-based compensation for the Predecessor period from November 1, 2018 to December 5, 2018 totaled $0.1 million, and has been included in general and administrative expenses on the accompanying consolidated statements of operations.