Note 7 - Stock-based Compensation and Equity Transactions

9 Months Ended

Jul. 31, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 7 – Stock-based compensation and equity transactions

On January 12, 2021, we granted a total of 33,500 shares of restricted stock and 67,000 incentive stock options to one manager and three officers. The shares of restricted stock and incentive stock options vest over four years as follows: (i) one-quarter of the restricted shares and options shall vest on January 12, 2022; and (ii) the remaining restricted shares and options shall vest in twelve equal quarterly installments over the next three years. All incentive stock options expire ten years from the date of grant.

On July 16, 2021, we granted our Chief Executive Officer incentive stock options to purchase 50,000 shares. These options immediately vested on the date of grant, and expire ten years from the date of grant.

On January 10, 2022, we granted a total of 39,666 shares of restricted stock and 106,001 incentive stock options to one manager and three officers. The shares of restricted stock and incentive stock options vest over four years as follows: (i) one-quarter of the restricted shares and options shall vest on January 10, 2023; and (ii) the remaining restricted shares and options shall vest in twelve equal quarterly installments over the next three years. All incentive stock options expire ten years from the date of grant.

On May 2, 2022, we granted a total of 39,000 incentive stock options to the following:

● One employee was granted 12,000 incentive stock options. These options vested with respesct to 3,000 shares on the date of grant, and the remaining shares vests in equal installments thereafter on each of the next three anniversaries of May 2, 2022. The options expire ten years from the date of grant.

● Three employees were each granted 5,000 incentive stock options. These options will vest in two equal installments on the first two anniversaries of May 2, 2022, and expire ten years from the date of grant.

● Two employees were each granted 6,000 incentive stock options. These options will vest in three equal installments on the first three anniversaries of May 2, 2022, and expire ten years from the date of grant.

No other shares or options were granted to Company employees during the three and nine months ended July 31, 2022 and 2021.

The weighted average fair value of employee stock options that were granted during the nine months ended July 31, 2022 and 2021 was estimated to be $3.77 and $3.38, respectively, per share, using the Black-Scholes option pricing model with the following assumptions:

	Nine Months Ended July 31,
	2022			2021
Risk-free interest rate		1.47	%		0.58	%
Dividend yield		0.00	%		0.00	%
Expected life of the option (years)		7.00			7.00
Volatility factor		53.36	%		52.34	%

Expected volatilities are based on historical volatility of our stock price and other factors. We used the historical method to calculate the expected life of the 2022 and 2021 option grants. The expected life represents the period of time that options granted are expected to be outstanding. The risk-free rate is based on the U.S. Treasury rate with a maturity date corresponding to the options’ expected life. The dividend yield is based upon the historical dividend yield.

Company stock option plans

Descriptions of our stock option plans are included in Note 9 of our Annual Report on Form 10-K for the year ended October 31, 2021. A summary of the status of the options granted under our stock option plans as of July 31, 2022 and the changes in options outstanding during the nine months then ended is presented in the table that follows:

				Weighted
				Average
	Shares			Exercise Price
Outstanding at November 1, 2021		618,858		$	5.31
Options granted		145,001		$	6.94
Options exercised		(60,854	)	$	2.45
Options cancelled		(12,000	)	$	7.58
Options outstanding at July 31, 2022		691,005		$	5.87
Options exercisable at July 31, 2022		357,715		$	6.14
Options vested and expected to vest at July 31, 2022		685,154		$	5.88

Weighted average remaining contractual life of options outstanding as of July 31, 2022: 6.86 years

Weighted average remaining contractual life of options exercisable as of July 31, 2022: 6.12 years

Weighted average remaining contractual life of options vested and expected to vest as of July 31, 2022: 6.87 years

Aggregate intrinsic value of options outstanding at July 31, 2022: $992,000

Aggregate intrinsic value of options exercisable at July 31, 2022: $497,000

Aggregate intrinsic value of options vested and expected to vest at July 31, 2022: $984,000

As of July 31, 2022, $778,000 and $442,000 of expenses with respect to nonvested stock options and restricted shares, respectively, has yet to be recognized but is expected to be recognized over a weighted average period of 2.39 and 1.32 years, respectively.

Under the compensation policies adopted by the Compensation Committee, directors who also are officers and/or employees of the Company do not receive any compensation for serving on the Board. For their service as directors beginning in 2020 until the annual meeting of stockholders held in 2021, non-employee directors (i.e., directors who are not employed by the Company as officers or employees) were awarded $50,000 as Board fees, which amount was payable (a) one-half in cash ($25,000), with payments made on a quarterly basis, and (b) one-half through the grant of restricted shares that vest on a quarterly basis. In addition, the Chairman of the Board of Directors and the Chair of each committee of the Board of Directors received an annual retainer of $15,000, also payable in restricted shares, that vests in four equal quarterly installments commencing on September 15, 2020 and ending on the earlier of September 15, 2021 or the next annual meeting of stockholders. In each case, the equity portion of the award was calculated based on the 20-day average trailing closing price of the Company's common stock from the date of grant ($4.34); and cash and stock payments were pro-rated for board members who served less than the entire service period during fiscal 2021.

On September 8, 2021, the Board of Directors determined that the compensation payable to directors as Board fees for the next year ending with the 2022 annual meeting of stockholders was the same as they received in 2021 (i.e., $50,000). In addition, effective September 8, 2021, the Board determined that both Board fees and additional chair fees would be paid half in cash and half in restricted stock, and, in light of the additional work required by the chairs, revised the chair fees as follows, $25,000 for the Chairman of the Board, $25,000 for the Audit Committee Chair, $20,000 for the Compensation Committee Chair, $20,000 for the Strategic Planning and Capital Allocation Chair, and $10,000 for the Nominating & Governance Chair. The cash and restricted stock fees vest in four equal quarterly installments commencing on December 8, 2021, with the restricted stock portion determined by dividing the amount of the fee by the 20-day average trailing closing price of the Company’s common stock from the date of grant ($8.21). Accordingly, on September 8, 2021, Mr. Holdsworth was granted 5,785 shares of restricted stock; Ms. Cefali, 4,871 shares; Mr. Garland, 4,567 shares; and Mr. Fink, 3,044 shares.

Stock option expense

During the three months ended July 31, 2022 and 2021, stock-based compensation expense totaled $191,000 and $374,000, respectively, and was classified in selling and general expenses. During the nine months ended July 31, 2022 and 2021, stock-based compensation expense totaled $498,000 and $634,000, respectively, and was classified in selling and general expenses.