XML 41 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Apr. 30, 2024

Apr. 30, 2023

Apr. 30, 2022

Apr. 30, 2021

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE DISCLOSURE

					Value of Initial Fixed $100 investment based on:
Year	Summary Compensation Table Total for CEO	Compensation Actually Paid to CEO	Average Summary Compensation Table Total for non-CEO NEOs	Average Compensation Actually Paid to Non-CEO NEOs	Total Shareholder Return	Peer Group Total Shareholder Return	Net Income ($mm)	Adj. EBITDA ($mm)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)(i)	(j)(k)
2024	$1,855,940	942,317	756,668	444,209	$69	$241	$11.4	$8.5
2023	2,759,911	(24,534)	1,149,249	243,292	78	166	10.4	13.7
2022	3,825,451	2,454,375	1,464,943	1,030,883	108	159	12.8	17.3
2021	2,524,100	4,400,545	1,037,363	1,702,074	129	163	8.1	10.0

(a)	Refers to the Company’s fiscal year.

(b)	Reflects compensation amounts reported in the Summary Compensation Table (“SCT”) in the Fiscal 2024 Executive Compensation Section of this Proxy Statement for our CEO, Mr. Dow, for the respective fiscal years shown.

(c)

“Compensation actually paid” to our CEO in each of 2024, 2023, 2022 and 2021 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. “Compensation Actually Paid” may not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year. Allan Dow was CEO for all years presented. For a complete discussion of the Company’s executive compensation program and the Committee’s philosophy and approach, please refer to the Compensation Discussion and Analysis beginning on page 15.

The following table is part of footnote (c):

Amounts Deducted or Added to CEO Compensation Reported in SCT
			Equity Addition to SCT Total for CEO
Year	SCT Total	Less Equity Deductions from SCT	Value of Current Year Equity Awards at April 30 value	Change in value of unvested prior year awards at April 30	Change in value of prior year awards vested in current year	Total Equity Addition to SCT	Total Compensation Actually Paid
		(1)	(2)	(3)	(4)		(5)
2024	$1,855,940	(1,095,258)	865,302	(496,369)	(187,298)	181,635	942,317
2023	2,759,911	(1,597,060)	790,318	(2,012,501)	34,797	(1,187,385)	(24,534)
2022	3,825,451	(2,135,283)	1,250,894	(1,060,416)	573,729	764,207	2,454,375
2021	2,524,100	(1,189,495)	2,203,851	630,459	231,630	3,065,940	4,400,545

(1)	Represents the grant date fair value of equity-based awards made during each fiscal year.

(2)	Represents the year-end fair value of equity-based awards that were made during the fiscal year.

(3)	Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that were still unvested as of year-end, with such change in fair value reflecting the change in the year-end stock price during each year.

(4)	Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that vested during the year, with such change in fair value reflecting the change in stock price from the prior fiscal year-end until the vesting date.

(5)	The amounts in this column are calculated by subtracting the amounts under “Less Equity Deduction from SCT” from, and adding the amounts under “Total Equity Addition to SCT” to, the amounts under “SCT Total” with respect to our CEO.

(d)	Reflects an average of compensation amounts reported in the “Summary Compensation Table” for our non-CEO named executive officers (“NEOs”), for the respective years shown. Included in the averages for the years shown is compensation for James C. Edenfield and Vincent Klinges.

(e)

Average “compensation actually paid” for our non-CEO NEOs in each of 2024, 2023, 2022 and 2021 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. Average “Compensation Actually Paid” may not reflect the actual amount of compensation earned by or paid to the NEOs during the applicable year.

The following table is part of footnote (e):

Amounts Deducted or Added to Non-CEO NEO Average Compensation Reported in SCT
			Equity Addition to SCT Average for Non-CEO NEOs
Year	SCT Average	Less Equity Deductions from SCT	Value of Current Year Equity Awards at April 30 value	Change in value of unvested prior year awards at April 30	Change in value of prior year awards vested in current year	Total Equity Addition to SCT	Average Compensation Actually Paid
		(1)	(2)	(3)	(4)		(5)
2024	$756,668	(393,814)	323,801	(165,309)	(77,136)	81,356	444,209
2023	1,149,249	(558,971)	276,611	(639,105)	15,508	(346,986)	243,292
2022	1,464,943	(747,349)	437,813	(324,197)	199,674	313,290	1,030,883
2021	1,037,363	(376,673)	697,886	246,220	97,278	1,041,384	1,702,074

(1)	Represents the grant date fair value of equity-based awards made during each fiscal year.

(2)	Represents the year-end fair value of equity-based awards that were made during the fiscal year.

(3)	Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that were still unvested as of year-end, with such change in fair value reflecting the change in the year-end stock price during each year.

(4)	Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that vested during the year, with such change in fair value reflecting the change in stock price from the prior fiscal year-end until the vesting date.

(5)	The amounts in this column are calculated by subtracting the amounts under “Less Equity Deduction from SCT” from, and adding the amounts under “Total Equity Addition to SCT” to, the amounts under “SCT Average” with respect to our Non-CEO NEOs.

(f)	For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of the Company for the measurement periods ending on April 30, 2024, 2023, 2022 and 2021, respectively.

(g)	Based on the NASDAQ Computer Index included in our stock performance graph in our annual report to shareholders.

(h)	Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports for the measurement periods ending on April 30, 2024, 2023, 2022 and 2021, respectively.

(i)	Net Income based on continuing operations.

(j)	The Company-selected measure is Adjusted EBITDA. Adjusted EBITDA represents our GAAP net earnings adjusted for amortization of intangibles, depreciation, interest income & other, net, and income tax expense, and has been further adjusted to exclude acquisition activity during the year.

(k)	Adjusted EBITDA based on continuing operations.

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

(b)	Reflects compensation amounts reported in the Summary Compensation Table (“SCT”) in the Fiscal 2024 Executive Compensation Section of this Proxy Statement for our CEO, Mr. Dow, for the respective fiscal years shown.

(d)	Reflects an average of compensation amounts reported in the “Summary Compensation Table” for our non-CEO named executive officers (“NEOs”), for the respective years shown. Included in the averages for the years shown is compensation for James C. Edenfield and Vincent Klinges.

Peer Group Issuers, Footnote

(g)	Based on the NASDAQ Computer Index included in our stock performance graph in our annual report to shareholders.

PEO Total Compensation Amount

$ 1,855,940

$ 2,759,911

$ 3,825,451

$ 2,524,100

PEO Actually Paid Compensation Amount

$ 942,317

(24,534)

2,454,375

4,400,545

Adjustment To PEO Compensation, Footnote

(c)

The following table is part of footnote (c):

Amounts Deducted or Added to CEO Compensation Reported in SCT
			Equity Addition to SCT Total for CEO
Year	SCT Total	Less Equity Deductions from SCT	Value of Current Year Equity Awards at April 30 value	Change in value of unvested prior year awards at April 30	Change in value of prior year awards vested in current year	Total Equity Addition to SCT	Total Compensation Actually Paid
		(1)	(2)	(3)	(4)		(5)
2024	$1,855,940	(1,095,258)	865,302	(496,369)	(187,298)	181,635	942,317
2023	2,759,911	(1,597,060)	790,318	(2,012,501)	34,797	(1,187,385)	(24,534)
2022	3,825,451	(2,135,283)	1,250,894	(1,060,416)	573,729	764,207	2,454,375
2021	2,524,100	(1,189,495)	2,203,851	630,459	231,630	3,065,940	4,400,545

(1)	Represents the grant date fair value of equity-based awards made during each fiscal year.

(2)	Represents the year-end fair value of equity-based awards that were made during the fiscal year.

(3)	Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that were still unvested as of year-end, with such change in fair value reflecting the change in the year-end stock price during each year.

(4)	Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that vested during the year, with such change in fair value reflecting the change in stock price from the prior fiscal year-end until the vesting date.

(5)	The amounts in this column are calculated by subtracting the amounts under “Less Equity Deduction from SCT” from, and adding the amounts under “Total Equity Addition to SCT” to, the amounts under “SCT Total” with respect to our CEO.

Non-PEO NEO Average Total Compensation Amount

$ 756,668

1,149,249

1,464,943

1,037,363

Non-PEO NEO Average Compensation Actually Paid Amount

$ 444,209

243,292

1,030,883

1,702,074

Adjustment to Non-PEO NEO Compensation Footnote

(e)

The following table is part of footnote (e):

Amounts Deducted or Added to Non-CEO NEO Average Compensation Reported in SCT
			Equity Addition to SCT Average for Non-CEO NEOs
Year	SCT Average	Less Equity Deductions from SCT	Value of Current Year Equity Awards at April 30 value	Change in value of unvested prior year awards at April 30	Change in value of prior year awards vested in current year	Total Equity Addition to SCT	Average Compensation Actually Paid
		(1)	(2)	(3)	(4)		(5)
2024	$756,668	(393,814)	323,801	(165,309)	(77,136)	81,356	444,209
2023	1,149,249	(558,971)	276,611	(639,105)	15,508	(346,986)	243,292
2022	1,464,943	(747,349)	437,813	(324,197)	199,674	313,290	1,030,883
2021	1,037,363	(376,673)	697,886	246,220	97,278	1,041,384	1,702,074

(1)	Represents the grant date fair value of equity-based awards made during each fiscal year.

(2)	Represents the year-end fair value of equity-based awards that were made during the fiscal year.

(3)	Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that were still unvested as of year-end, with such change in fair value reflecting the change in the year-end stock price during each year.

(4)	Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that vested during the year, with such change in fair value reflecting the change in stock price from the prior fiscal year-end until the vesting date.

(5)	The amounts in this column are calculated by subtracting the amounts under “Less Equity Deduction from SCT” from, and adding the amounts under “Total Equity Addition to SCT” to, the amounts under “SCT Average” with respect to our Non-CEO NEOs.

Compensation Actually Paid vs. Total Shareholder Return

Analysis of the Information Presented in the Pay versus Performance Table

As demonstrated by the following table, the amount of Compensation Actually Paid to our CEO is aligned with our cumulative total shareholder return (“TSR”) over the three years presented in the table. The alignment of Compensation Actually Paid with the Company’s cumulative TSR over the period presented is because a significant portion of the Compensation Actually Paid to our CEO is comprised of equity awards.

Relationships between Pay and Performance
	2021	2022	2023	2024
CEO Compensation Actually Paid (in millions)	$4.4	$2.5	($0.0)	$0.9
Average NEO Compensation Actually Paid (in millions)	$1.7	$1.0	$0.2	$0.4

Company Net Income (in millions)	$8.1	$12.8	$10.4	$11.4
% Yearly Change	20%	58%	-19%	10%

Company Adjusted EBITDA (in millions)	$10.0	$17.3	$13.7	$8.5
% Yearly Return	-15%	73%	-21%	-38%

Company Total Shareholder Return	$129	$108	$78	$69
% Yearly Return	29%	-16%	-28%	-12%
3 year CAGR				-31%

Peer Total Shareholder Return	$163	$159	$166	$241
% Yearly Return	63%	-2%	4%	45%
3 year CAGR				80%

Because a majority of total compensation provided to the CEO and the Non-CEO NEOs is through equity-based grants that vest over multi-year periods, the primary driver of changes in “Compensation Actually Paid” totals for the CEO and Non-CEO NEOs is the change in Company stock price. During fiscal 2021, our stock price increased 29% during the year with stock price increases resulting in higher “Compensation Actually Paid” values for the CEO and Non-CEO NEOs. During fiscal 2023 and fiscal 2024, our stock price declined by 28% and 12%, respectively, compared to a return of 4% and 45% for the NASDAQ Computer Index. We closed fiscal 2023 and fiscal 2024 decreasing Adjusted EBITDA when compared to fiscal 2022 so our stock price changes resulted in 2023 and 2024 “Compensation Actually Paid” values for the CEO and average NEO that were lower than those values in 2022.

With the emphasis on annual equity-based grants that vest over multi-year periods for the CEO and our other Non-CEO NEOs, the Compensation Committee believes that compensation value actually realized by the Company’s officers is directly and strongly aligned with shareholder returns over a multi-year period.

Compensation Actually Paid vs. Net Income

Analysis of the Information Presented in the Pay versus Performance Table

Relationships between Pay and Performance
	2021	2022	2023	2024
CEO Compensation Actually Paid (in millions)	$4.4	$2.5	($0.0)	$0.9
Average NEO Compensation Actually Paid (in millions)	$1.7	$1.0	$0.2	$0.4

Company Net Income (in millions)	$8.1	$12.8	$10.4	$11.4
% Yearly Change	20%	58%	-19%	10%

Company Adjusted EBITDA (in millions)	$10.0	$17.3	$13.7	$8.5
% Yearly Return	-15%	73%	-21%	-38%

Company Total Shareholder Return	$129	$108	$78	$69
% Yearly Return	29%	-16%	-28%	-12%
3 year CAGR				-31%

Peer Total Shareholder Return	$163	$159	$166	$241
% Yearly Return	63%	-2%	4%	45%
3 year CAGR				80%

Compensation Actually Paid vs. Company Selected Measure

Analysis of the Information Presented in the Pay versus Performance Table

Relationships between Pay and Performance
	2021	2022	2023	2024
CEO Compensation Actually Paid (in millions)	$4.4	$2.5	($0.0)	$0.9
Average NEO Compensation Actually Paid (in millions)	$1.7	$1.0	$0.2	$0.4

Company Net Income (in millions)	$8.1	$12.8	$10.4	$11.4
% Yearly Change	20%	58%	-19%	10%

Company Adjusted EBITDA (in millions)	$10.0	$17.3	$13.7	$8.5
% Yearly Return	-15%	73%	-21%	-38%

Company Total Shareholder Return	$129	$108	$78	$69
% Yearly Return	29%	-16%	-28%	-12%
3 year CAGR				-31%

Peer Total Shareholder Return	$163	$159	$166	$241
% Yearly Return	63%	-2%	4%	45%
3 year CAGR				80%

Total Shareholder Return Vs Peer Group

Analysis of the Information Presented in the Pay versus Performance Table

Relationships between Pay and Performance
	2021	2022	2023	2024
CEO Compensation Actually Paid (in millions)	$4.4	$2.5	($0.0)	$0.9
Average NEO Compensation Actually Paid (in millions)	$1.7	$1.0	$0.2	$0.4

Company Net Income (in millions)	$8.1	$12.8	$10.4	$11.4
% Yearly Change	20%	58%	-19%	10%

Company Adjusted EBITDA (in millions)	$10.0	$17.3	$13.7	$8.5
% Yearly Return	-15%	73%	-21%	-38%

Company Total Shareholder Return	$129	$108	$78	$69
% Yearly Return	29%	-16%	-28%	-12%
3 year CAGR				-31%

Peer Total Shareholder Return	$163	$159	$166	$241
% Yearly Return	63%	-2%	4%	45%
3 year CAGR				80%

Tabular List, Table

Financial Performance Measures

As further discussed in our Compensation Discussion and Analysis, with performance-based pay comprising the majority of executive compensation, we believe our current executive compensation program directly links compensation to our financial performance and aligns the interests of our executive officers with those of our shareholders. The following table sets forth financial performance measures that we considered to be the most important to link compensation actually paid to Company performance during 2024.

Key Financial Measures

Revenue

Recurring Revenue

Adjusted EBITDA

Total Shareholder Return Amount

$ 69

108

129

Peer Group Total Shareholder Return Amount

241

166

159

163

Net Income (Loss)

$ 11,400,000

$ 10,400,000

$ 12,800,000

$ 8,100,000

Company Selected Measure Amount

8,500,000

13,700,000

17,300,000

10,000,000

PEO Name

Mr. Dow

Measure:: 1

Pay vs Performance Disclosure

Name

Revenue

Measure:: 2

Pay vs Performance Disclosure

Name

Recurring Revenue

Measure:: 3

Pay vs Performance Disclosure

Name

Adjusted EBITDA

Non-GAAP Measure Description

(j)	The Company-selected measure is Adjusted EBITDA. Adjusted EBITDA represents our GAAP net earnings adjusted for amortization of intangibles, depreciation, interest income & other, net, and income tax expense, and has been further adjusted to exclude acquisition activity during the year.

PEO | Equity Deductions from SCT [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (1,095,258)

$ (1,597,060)

$ (2,135,283)

$ (1,189,495)

PEO | Total Equity Addition to SCT [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

181,635

(1,187,385)