I. STOCK OPTIONS, RESTRCTED STOCK UNITS AND STOCK BASED COMPENSATION | The Company has two incentive plans, the 2005 Long-Term Incentive Plan (the “2005 Plan”) and the 2014 Long-Term Incentive Plan (the “2014 Plan”), together the “Plans”. The 2005 Plan and the 2014 Plan cover 2,500,000 and 2,300,000 shares of the Company’s common stock, respectively. Both Plans provide for the grant of incentive and non-qualified options, stock grants, stock appreciation rights and other equity-based incentives to employees, including officers, consultants and directors for a period of ten years. The 2005 Plan expired in October 2015, accordingly no further grants have been issued under this plan. The Plans are to be administered by a committee of independent directors. In the absence of a committee, the plans are administered by the board of directors. Options intended to be incentive stock options must be granted at an exercise price per share which is not less than the fair market value of the common stock on the date of grant and may have a term which is not longer than ten years. If the option holder holds at least 10% of the Company’s common stock, the exercise price must be at least 110% of the fair market value on the date of grant and the term of the option cannot exceed five years. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which generally represents the vesting period, and includes an estimate of awards that will be forfeited. The fair value of stock-based awards to employees is calculated using the Black-Scholes option pricing model. The Black-Scholes model requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of the option has been estimated using the “simplified” method as provided in Securities Exchange Commission (“SEC”) Staff Accounting Bulletin No. 107, for plans with insufficient exercise experience. Under this method, the expected term equals the arithmetic average of the vesting term and the contractual term of the option. The risk-free rate is based on the U.S. Treasury rates in effect during the corresponding period of grant. The expected volatility is based on the historical volatility of the Company’s stock price. These factors could change in the future, which would affect fair values of stock options granted in such future periods, and could cause volatility in the total amount of the stock-based compensation expense reported in future periods. The 2005 Plan stock options activity and status for the years ended October 31, 2016 and 2015 was as follows: Year ended October 31, 2016 2015 Weighted- Weighted- Number of Average Option Number of Average Option Shares Exercise Price Shares Exercise Price Outstanding at beginning of year 900,000 $ 0.8779 1,100,000 $ 0.7985 Granted - $ 0.000 80,000 $ 1.2800 Exercised (45,000 ) $ 0.4167 (255,000 ) 0.6763 Expired and/or forfeited (40,000 ) $ 0.7300 (25,000 ) $ 0.7300 Total outstanding at end of year 815,000 $ 0.9106 900,000 $ 0.8779 Outstanding exercisable stock options at end of year 815,000 $ 0.9106 860,000 $ 0.8592 October 31, 2016 October 31, 2015 Weighted average remaining years in contractual life for: Total outstanding options 0.8 years 1.7 years Outstanding exercisable options 0.8 years 1.6 years Shares of common stock available for issuance pursuant to future stock option grants - - The following weighted average assumptions were used to estimate the fair value of stock options granted under the 2005 Plan for the year ended October 31, 2015: Year ended October 31, 2015 Expected dividend yield 0.0 % Expected stock price volatility 61.8 % Risk free interest rate 1.0 % Expected life of options 3.2 years Weighted average fair value of options granted $ 0.5465 The 2014 Plan stock options activity and status for the years ended October 31, 2016 and 2015 was as follows: Year ended October 31, 2016 2015 Weighted- Weighted- Number of Average Option Number of Average Option Shares Exercise Price Shares Exercise Price Outstanding at beginning of year - $ - - $ - Granted 430,000 $ 0.8860 - $ - Exercised - $ - - $ - Expired and/or forfeited - $ - - $ - Total outstanding at end of year 430,000 $ 0.8860 - $ - Outstanding exercisable stock options at end of year 40,000 $ 0.9500 - $ - October 31, 2016 October 31, 2015 Weighted average remaining years in contractual life for: Total outstanding options 4.1 years 0.0 years Outstanding exercisable options 4.2 years 0.0 years Shares of common stock available for issuance pursuant to future stock option grants 1,870,000 2,300,000 The following weighted average assumptions were used to estimate the fair value of stock options granted under the 2014 Plan for the year ended October 31, 2016: Year ended October 31, 2016 Expected dividend yield 0.0 % Expected stock price volatility 68.6 % Risk free interest rate 1.3 % Expected life of options 3.4 years Weighted average fair value of options granted $ 0.4307 As of October 31, 2016, estimated stock based compensation expense to be recognized in future periods for granted nonvested stock options is attributable to stock options granted under the 2014 Plan. The nonvested stock options compensation expense in the amount of $87,900 will be recognized in a weighted average period of approximately 1.1 years. As of October 31, 2016, the aggregate intrinsic value of options outstanding under the 2014 Plan was approximately $27,500. The aggregate intrinsic value of options outstanding under the 2005 Plan at October 31, 2016 and 2015 was approximately $147,000 and $165,000, respectively. The aggregate intrinsic value represents the difference between the Company’s stock price at year end and the exercise price, multiplied by the number of in-the money options had all option holders exercised their options. This amount changes based on the fair market value of the Company’s stock. During the years ended October 31, 2016 and 2015, 45,000 and 255,000 stock options issued under the 2005 Plan were exercised on a cashless basis, resulting on the net issuance of 23,846 and 120,066 common shares, respectively. No stock options granted under the 2014 Plan have been exercised. During the year ended October 31, 2014, some employees were awarded 49,391 restricted stock units for the aggregate amount at grant date of $100,000. The restricted stock units are subject to future service and vest approximately one third per year. The average grant date fair values of these restricted stock units was $2.02 per share unit. Stock based compensation expense related to these restricted stock units was approximately $33,300 for each of the years ended October 31, 2016 and 2015. During the years ended October 31, 2016 and 2015, pursuant to the restricted units agreements, common shares were issued for an aggregate amount of 16,447 shares for each year. As of October 31, 2016, there were approximately $5,600 of unrecognized compensation costs related to nonvested restricted stock units, which are expected to be recognized over a weighted average period of 0.2 years. The following table presents the total stock-based compensation included in the Company’s consolidated statement of income and the effect in earnings per share: Year ended October 31, 2016 2015 Stock-based compensation expense: Cost of services $ - $ 2,482 Selling, general and administrative 88,884 84,637 Stock-based compensation before tax 88,884 87,119 Income tax benefit - - Net stock-based compensation expense $ 88,884 $ 87,119 Effect on earnings per share: Basic earnings per share $ (0.004 ) $ (0.004 ) Diluted earnings per share $ (0.004 ) $ (0.004 ) |