STOCKHOLDERS' EQUITY | 12 Months Ended |
31-May-14 |
STOCKHOLDERS' EQUITY | ' |
10 | STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | |
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The authorized capital stock for the Company is 51,000,000, consisting of (i) 50,000,000 shares of common stock, par value $0.0001 and (ii) 1,000,000 shares of preferred stock, par value $0.0001, and (iii) 100,000 shares of class A common stock, par value $0.0001. Of the authorized shares, 25,117,454 and 25,047,086 shares of common stock were outstanding as of May 31, 2014 and 2013, respectively. No shares of preferred stock were outstanding. |
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On May 10, 2013, the Company’s Board of Directors authorized the repurchase of its outstanding common stock in a privately negotiated transaction. 550,000 shares were repurchased for $3.15 per share. |
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Other common stock repurchases during the years ended May 31, 2013 were done in the ordinary course of business. There were no common stock repurchases during the year ended May 31, 2014 and $64 of additions to treasury shares resulting from the settlement of stock based compensation. |
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Stock-Based Compensation |
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In December 2009, the Company adopted the 2009 Stock Option and Compensation Plan (the “Plan”) pursuant to which the Company may grant restricted stock awards, restricted stock units and stock options to aid in recruiting and retaining employees, officers, directors and other consultants. Restricted stock awards accrue dividends that are paid when the shares vest. Restricted stock unit awards do not accrue dividends prior to vesting. Grants are issued at prices determined by the compensation committee, generally equal to the closing price of the stock on the date of the grant, vest over various terms (generally three years), and expire ten years from the date of the grant. The Plan allows vesting based upon performance criteria. Certain option and share awards provide for accelerated vesting if there is a change in control of the Company (as defined in the Plan). The fair value of stock options granted is calculated using the Black-Scholes option pricing model. Share options issued under the Plan may be incentive stock options or nonqualified stock options. At May 31, 2014, all stock options issued have been nonqualified stock options. A total of 1,300,000 shares were authorized by the Plan. Shares forfeited or canceled are eligible for reissuance under the Plan. At May 31, 2014, 801,629 shares of common stock remain available for issuance under the Plan. |
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In April 2013, the Company’s Board of Directors recommended shareholder approval, and approval was obtained at the October 2013 Shareholder Meeting, to establish the 2013 Restricted Stock Unit Plan (the “2013 Plan”) authorizing the issuance of up to 750,000 shares of the Company’s stock to participants in the 2013 Plan. The Company may grant restricted stock awards or restricted stock units to aid in recruiting and retaining employees, officers, directors and other consultants. Restricted stock awards accrue dividends that are paid when the shares vest. Restricted stock unit awards do not accrue dividends prior to vesting. Restricted stock grants are issued at prices determined by the compensation committee, generally equal to the closing price of the stock on the date of the grant and vest over various terms. Shares forfeited or canceled are eligible for reissuance under the Plan. At May 31, 2014, 170,000 shares of common stock remain available for issuance under the 2013 Plan. |
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Restricted stock |
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The fair value of restricted stock awards was calculated using the Company’s stock price as of the associated grant date, and the expense is accrued ratably over the vesting period of the award. |
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During the quarter ended August 31, 2013, the Company issued 750,000 restricted stock units (“RSUs”) with performance based vesting under the 2013 Plan. The number of shares to be earned will be determined by the Company’s profitability and other operating metrics during the year ending May 31, 2015. 446,500 RSUs were issued with a grant date of June 1, 2013 and a grant date fair value of $3.78 per share. The total fair value of these RSU’s will be amortized over the two year service period. |
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The remaining 303,500 RSUs were issued with a grant date of June 1, 2013 to certain holders of time based vesting stock options who surrendered a like number of stock options in exchange. This grant was accounted for as a modification of the original option awards. The incremental fair value at the time of the exchange of $890, calculated using the restricted stock unit grant date fair value of $3.78 per share, plus the remaining unamortized fair value associated with the options surrendered of $420, will be amortized over the two year service period of the RSUs. |
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During the quarter ended November 30, 2013, the Company also awarded 30,729 restricted stock awards with time based vesting at a grant date fair value of $3.54 per share to the members of the board of directors. Shares vest one year from the grant date and require board service for the entire year. |
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During the year ended May 31, 2014, 170,000 RSUs granted under the 2013 Plan were cancelled. For the year ended May 31, 2014, no additional restricted shares were issued under the 2013 Plan. |
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During the quarter ended August 31, 2012, the Company issued 46,088 RSUs with performance based vesting at a grant date fair value of $4.60 per share. The number of shares to be earned was determined by the Company’s profitability during the year ended May 31, 2013. During the year ended May 31, 2013, the performance criteria required for vesting of 11,869 RSUs was attained; the remaining 34,219 RSUs issued were cancelled. |
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During the quarter ended August 31, 2012, the Company also awarded 13,044 restricted stock awards with time based vesting at a grant date fair value of $4.60 per share to the members of the board of directors. Shares vest one year from the grant date and require board service for the entire year. During the quarter ended November 30, 2012, the Company awarded 3,659 restricted stock awards with time based vesting at a grant date fair value of $4.10 per share to director Jeffrey Berzina and cancelled 3,261 restricted stock awards with a grant date fair value of $4.60 per share issued to John Reynolds. Mr. Berzina was elected to the board of directors to replaced Mr. Reynolds who resigned his position. |
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Compensation expenses associated with restricted stock awards and restricted stock unit awards, respectively, totaled $82 and $1,170 for the year ended May 31, 2014, totaled $48 and $55 for the year ended May 31, 2013, and $237 and $0 for the year ended May 31, 2012. In addition, federal and state payroll taxes totaling $0, $0, and $140 related to these awards were also included in compensation expense for the years ended May 31, 2014, 2013, and 2012, respectively. At May 31, 2014, unamortized compensation cost of restricted stock and restricted stock unit awards totaled $1,212. The unamortized cost is expected to be recognized over a weighted-average period of 1.0 years as of May 31, 2014. |
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A summary of restricted shares activity under the Plan as of May 31, 2014 and 2013, and changes during the year then ended is presented below: |
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Restricted Shares | | Shares | | | Weighted Average | | | | | | | | | |
Grant Date Fair | | | | | | | | |
Value | | | | | | | | |
Non-vested shares at May 31, 2012 | | | 1,416 | | | $ | 10.59 | | | | | | | | | |
Granted | | | 62,791 | | | | 4.57 | | | | | | | | | |
Vested | | | (13,285 | ) | | | 5.24 | | | | | | | | | |
Forfeited | | | (37,480 | ) | | | 4.6 | | | | | | | | | |
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Non-vested shares at May 31, 2013 | | | 13,442 | | | $ | 4.46 | | | | | | | | | |
Granted | | | 477,229 | | | | 3.76 | | | | | | | | | |
Modified | | | 303,500 | | | | 4.31 | | | | | | | | | |
Vested | | | (16,001 | ) | | | 4.3 | | | | | | | | | |
Forfeited | | | (170,000 | ) | | | 3.87 | | | | | | | | | |
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Non-vested shares at May 31, 2014 | | | 608,170 | | | $ | 4.01 | | | | | | | | | |
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Stock options |
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The Company accounts for stock option-based compensation by estimating the fair value of options granted using a Black-Scholes option valuation model. The Company recognizes the expense for grants of stock options on a straight-line basis in the consolidated statements of income as operating expense based on their fair value over the requisite service period. |
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For stock options issued during the years ended May 31, 2014 and 2013, the following assumptions were used to determine fair value: |
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Assumptions used: | | 2013 | | 2012 | | | | | | | | | | | | |
Expected term (in years) | | 5.75 | | 5.99 | | | | | | | | | | | | |
Expected volatility | | 56.14% | | 61.20% | | | | | | | | | | | | |
Weighted average risk free interest rate | | 1.92% | | 0.85% | | | | | | | | | | | | |
Weighted average risk free interest rate range | | 1.90-1.96% | | 0.80-0.85% | | | | | | | | | | | | |
Weighted average expected dividend | | 4.97% | | 2.87% | | | | | | | | | | | | |
Weighted average expected dividend range | | 4.91-5.06% | | 2.87% | | | | | | | | | | | | |
Weighted average fair value | | $1.24 | | $2.01 | | | | | | | | | | | | |
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Expected volatilities are based on historic volatilities from the traded shares of NAUH. The Company has limited historical data to estimate forfeitures. The expected term of options granted is the safe harbor period. The risk-free interest rate for periods matching the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend is based on the historic dividend of the Company. |
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A summary of option activity under the Plan as of May 31, 2014 and 2013, and changes during the years then ended is presented below: |
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Stock Options | | Shares | | | Weighted | | | Weighted | | | Aggregate | |
average | average | intrinsic |
exercise | remaining | value |
price | contractual | |
| life (in | |
| years) | |
Outstanding at May 31, 2012 | | | 223,950 | | | $ | 9.92 | | | | 8.7 | | | | | |
Granted | | | 156,800 | | | | 4.6 | | | | | | | | | |
Exercised | | | — | | | | — | | | | | | | | | |
Forfeited or canceled | | | (12,750 | ) | | | 9.35 | | | | — | | | | — | |
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Outstanding at May 31, 2013 | | | 368,000 | | | $ | 7.67 | | | | 8.4 | | | $ | — | |
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Exercisable at May 31, 2013 | | | 133,031 | | | $ | 9.58 | | | | 7.5 | | | $ | — | |
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Outstanding at May 31, 2013 | | | 368,000 | | | $ | 7.67 | | | | | | | | | |
Granted | | | 25,000 | | | | 3.63 | | | | | | | | | |
Exercised | | | — | | | | — | | | | | | | | | |
Modified | | | (303,500 | ) | | | 7.46 | | | | | | | | | |
Forfeited or canceled | | | (13,750 | ) | | | 7.8 | | | | | | | | | |
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Outstanding at May 31, 2014 | | | 75,750 | | | $ | 7.17 | | | | 7.6 | | | $ | — | |
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Exercisable at May 31, 2014 | | | 49,500 | | | $ | 9.02 | | | | 6.5 | | | $ | — | |
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The Company recorded compensation expense for stock options of $22, $275 and $323 for the years ended May 31, 2014, 2013, and 2012, respectively, in the statements of operations. As of May 31, 2014 there was $16 of total unrecognized compensation cost related to unvested stock option based compensation arrangements granted under the Plan. The unamortized cost is expected to be recognized over a weighted-average period of 1.0 years as of May 31, 2014. |
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The Company plans to issue new shares as settlement of options that are exercised. There were no options exercised during the year ended May 31, 2014 or 2013. |
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On May 31, 2013, 303,500 options with a weighted average exercise price of $7.46 were surrendered and canceled in exchange for restricted stock units with a grant date of June 1, 2013. |
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Dividends |
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The following table presents details of the Company’s fiscal 2014, 2013 and 2012 dividend payments: |
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Date declared | | Record date | | | Payment date | | | Per share | | | | | |
29-Aug-11 | | | September 30, 2011 | | | | October 7, 2011 | | | $ | 0.03 | | | | | |
4-Nov-11 | | | December 31, 2011 | | | | 9-Jan-12 | | | $ | 0.0325 | | | | | |
30-Jan-12 | | | 30-Mar-12 | | | | 6-Apr-12 | | | $ | 0.0325 | | | | | |
30-Apr-12 | | | 30-Jun-12 | | | | 9-Jul-12 | | | $ | 0.0325 | | | | | |
27-Aug-12 | | | September 30, 2012 | | | | 5-Oct-12 | | | $ | 0.04 | | | | | |
29-Oct-12 | | | December 14, 2012 | | | | December 28, 2012 | | | $ | 0.04 | | | | | |
28-Jan-13 | | | March 29, 2013 | | | | 12-Apr-13 | | | $ | 0.04 | | | | | |
29-Apr-13 | | | 28-Jun-13 | | | | 12-Jul-13 | | | $ | 0.04 | | | | | |
26-Aug-13 | | | September 30, 2013 | | | | 11-Oct-13 | | | $ | 0.045 | | | | | |
28-Oct-13 | | | December 30, 2013 | | | | 10-Jan-14 | | | $ | 0.045 | | | | | |
25-Jan-14 | | | March 28, 2014 | | | | 11-Apr-14 | | | $ | 0.045 | | | | | |
7-Apr-14 | | | 30-Jun-14 | | | | 11-Jul-14 | | | $ | 0.045 | | | | | |