Note I - Stock-based Compensation

6 Months Ended

Oct. 31, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

I – Stock-Based Compensation

The Company has stock-based compensation plans available to grant non-qualified stock options, incentive stock options and restricted stock to employees, directors and certain advisors of the Company. The stock-based compensation plans being utilized at October 31, 2024 are the Amended and Restated Stock Option Plan, the Amended and Restated Stock Incentive Plan, and the 2024 Equity Incentive Plan. The 2024 Equity Incentive Plan was approved by the Company’s shareholders and became effective on August 27, 2024. This plan governs all new equity-based awards granted on or after its effective date. The 2024 Equity Incentive Plan includes a reserve of 500,000 shares authorized for issuance of awards under the plan. At October 31, 2024, a total of 449,085 shares remained available for future awards under the 2024 Equity Incentive Plan. The Company recorded total stock-based compensation expense for all plans of approximately $2.7 million ($1.9 million after tax effects) and $1.7 million ($1.3 million after tax effects) for the six months ended October 31, 2024 and 2023, respectively. Tax benefits were recognized for these costs at the Company’s overall effective tax rate, excluding discrete income tax benefits related to excess benefits on share-based compensation.

Stock Option Awards

The Company has options outstanding under the Amended and Restated Stock Option Plan. The shareholders of the Company approved the Amended and Restated Stock Option Plan (the “Restated Option Plan”) on August 5, 2015, which extended the term of the Stock Option Plan to June 10, 2025 and increased the number of shares of common stock reserved for issuance under the plan by an additional 300,000 shares to 1,800,000 shares. On August 29, 2018, August 26, 2020, and August 30, 2022, the shareholders of the Company approved amendments to the Restated Option Plan increasing the number of shares of common stock reserved for issuance under the plan by an additional 200,000, 200,000, and 185,000 shares, respectively. At October 31, 2024, a total of 408,734 shares of common stock are reserved for issuance of outstanding stock options under the Restated Option plan. Options outstanding under the Restated Option Plan expire in the calendar years 2025 through 2034. As of October 31, 2024, there were 285,433 unvested options under the Company’s Restated Option Plan. No further awards may be granted under the Restated Option Plan.

The 2024 Equity Incentive Plan, which replaced the Restated Option Plan, provides for the grant of options to purchase shares of the Company’s common stock to employees, directors and certain advisors of the Company at a price not less than the fair market value of the stock on the date of grant and for periods not to exceed ten years. As of October 31, 2024, no stock options had been issued under the 2024 Equity Incentive Plan.

	Restated Option Plan		2024 Equity Incentive Plan
Minimum exercise price as a percentage of fair market value at date of grant		100%		100%
Last expiration date for outstanding options	May 9, 2034			N/A
Shares available for grant at October 31, 2024		-		449,085

The fair value of options granted is estimated on the date of grant using the Black-Scholes option pricing model based on the assumptions in the table below.

	Six Months Ended October 31,
	2024			2023
Expected terms (years)		4.9			5.5
Risk-free interest rate		5.13	%		3.66	%
Volatility		60	%		58	%
Dividend yield		-			-

The expected term of the options is based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Volatility is based on historical volatility of the Company’s common stock. The Company has not historically issued any dividends and does not expect to do so in the foreseeable future.

There were 22,281 and 35,000 options granted during the six months ended October 31, 2024 and 2023 under the Restated Option Plan, respectively. The grant-date fair value of options granted during the six months ended October 31, 2024 and 2023 was $350,000 and $1.5 million, respectively. The options were granted at fair market value on the date of grant.

Stock option compensation expense was $558,000 ($389,000 after tax effects) and $947,000 ($727,000 after tax effects) for the six months ended October 31, 2024 and 2023, respectively. As of October 31, 2024, the Company had approximately $1.5 million of total unrecognized compensation cost related to unvested options that are expected to vest. These unvested outstanding options have a weighted-average remaining vesting period of 1.7 years.

The Company had the following options exercised for the periods indicated. The impact of these cash receipts is included in financing activities in the accompanying Condensed Consolidated Statements of Cash Flows.

	Six Months Ended October 31,
(Dollars in thousands)	2024		2023
Options exercised		-		30,000
Cash received from option exercises	$	-	$	-
Intrinsic value of options exercised	$	-	$	1,036

There were no options exercised through net settlements during the six months ended October 31, 2024. During the six months ended October 31, 2023, there were 30,000 options exercised through net settlements in accordance with plan provisions, wherein the shares issued were reduced by 23,507 shares to satisfy the exercise price and applicable withholding taxes to acquire 6,493 shares.

The aggregate intrinsic value of outstanding options at October 31, 2024 and 2023 was $270,000 and $4.1 million, respectively. As of October 31, 2024, there were 408,734 vested and exercisable stock options outstanding with an aggregate intrinsic value of $270,000, a weighted average remaining contractual life of 4.7 years, and a weighted average exercise price of $77.74.

Restricted Stock Awards

On August 5, 2015, the shareholders of the Company approved the Amended and Restated Stock Incentive Plan (the “Restated Incentive Plan”), which extended the term of the Company’s Stock Incentive Plan to June 10, 2025. On August 29, 2018, the shareholders of the Company approved an amendment to the Restated Stock Incentive Plan that increased the number of shares of common stock that may be issued under the Restated Incentive Plan by 100,000 shares to 450,000 shares. The 2024 Equity Incentive Plan replaced the Restated Incentive Plan. As of August 27, 2024, no further awards may be granted under the Restated Incentive Plan. For shares issued under the Restated Incentive Plan and the 2024 Equity Incentive Plan, the associated compensation expense is generally recognized equally over the vesting periods established at the award date and is subject to the employee’s continued employment by the Company.

There were 67,279 restricted shares granted during the six months ended October 31, 2024 and 5,033 restricted shares granted during the six months ended October 31, 2023. An aggregate of 248,003 unvested restricted shares were outstanding under these incentive plans as of October 31, 2024, with a weighted average grant date fair value of $61.76.

As of October 31, 2024, the Company had approximately $5.6 million of total unrecognized compensation cost related to unvested awards granted under the Restated Incentive Plan and 2024 Equity Incentive Plan, which the Company expects to recognize over a weighted-average remaining period of 2.4 years. The Company recorded compensation cost of approximately $2.2 million ($1.5 million after tax effects) and $767,000 ($589,000 after tax effects) related to the 2024 Equity Incentive Plan and Restated Incentive Plan during the six months ended October 31, 2024 and 2023, respectively.

There were no modifications to any of the Company’s outstanding share-based payment awards during fiscal 2024 or during the first six months of fiscal 2025.