STOCKHOLDERS' EQUITY | The authorized capital stock for the Company is 51,100,000 shares, 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, 25,191,414 and 25,117,454 shares of common stock were outstanding as of May 31, 2015 and 2014, respectively. No shares of preferred stock were outstanding at May 31, 2015 and 2014. During the years ended May 31, 2015 and 2014, respectively, $32 and $64 of additions to treasury stock resulted from the settlement of stock-based compensation. Stock-Based Compensation 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, 2015, 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, 2015, 712,730 shares of common stock remain available for issuance under the Plan. 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, 2015, 750,000 shares of common stock remain available for issuance under the 2013 Plan. Restricted stock 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. 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 was 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 was to be amortized over the two year service period. 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, was to be amortized over the two year service period of the RSUs. During the year ended May 31, 2014, 170,000 RSUs granted under the 2013 Plan were cancelled. During the year ended May 31, 2015, the remaining 580,000 RSUs granted under the 2013 Plan were cancelled and the related compensation expense previously recorded of $1,170 was reversed as the performance criteria was not attained. During the year ended May 31, 2015, the Company awarded 42,155 restricted stock awards with time based vesting at a grant date fair value of $3.11 per share to members of the board of directors. Shares vest one year from the grant date and require board service for the entire year. During the year ended May 31, 2014, the Company awarded 30,729 restricted stock awards with time based vesting at a grant date fair value of $3.54 per share to members of the board of directors. Shares vest one year from the grant date and require board service for the entire year. Compensation expenses associated with restricted stock awards and restricted stock unit awards, respectively, totaled $122 and a reversal of $1,170 for the year ended May 31, 2015, $82 and $1,170 for the year ended May 31, 2014, and $48 and $55 for the year ended May 31, 2013. At May 31, 2015, unamortized compensation cost of restricted stock and restricted stock unit awards totaled $51. The unamortized cost is expected to be recognized over a weighted-average period of 0.4 years as of May 31, 2015. A summary of restricted shares activity as of May 31, 2015 and 2014, and changes during the years then ended is presented below: Restricted Shares Shares Weighted Average Grant Date Fair Value Non-vested shares at May 31, 2013 13,442 $ 4.46 Granted 477,229 3.76 Modified 303,500 4.31 Vested (16,001 ) 4.30 Forfeited (170,000 ) 3.87 Non-vested shares at May 31, 2014 608,170 $ 4.01 Granted 42,155 3.11 Vested (28,170 ) 3.55 Forfeited (580,000 ) 4.03 Non-vested shares at May 31, 2015 42,155 $ 3.11 Stock options 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 and comprehensive income as selling, general and administrative expense based on their fair value over the requisite service period. For stock options issued during the years ended May 31, 2015 and 2014, the following assumptions were used to determine fair value: Assumptions used: 2015 2014 Expected term (in years) 5.50 5.75 Expected volatility 51.40 % 56.14 % Weighted average risk free interest rate 1.52 % 1.92 % Weighted average risk free interest rate range 1.52-1.52 % 1.90-1.96 % Weighted average expected dividend 5.79 % 4.97 % Weighted average expected dividend range 5.79-5.79 % 4.91-5.06 % Weighted average fair value $ 0.88 $ 1.24 Expected volatilities are based on historic volatilities from the traded shares of NAUH. 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. A summary of option activity under the Plan as of May 31, 2015 and 2014, and changes during the years then ended is presented below: Stock Options Shares Weighted average exercise price Weighted average remaining contractual life (in years) Aggregate intrinsic value Outstanding at May 31, 2013 368,000 $ 7.67 8.4 Granted 25,000 3.63 Exercised 0 0 Modified (303,500 ) 7.46 Forfeited or canceled (13,750 ) 7.80 Outstanding at May 31, 2014 75,750 $ 7.17 7.6 $ 0 Exercisable at May 31, 2014 49,500 $ 9.02 6.5 $ 0 Outstanding at May 31, 2014 75,750 $ 7.17 Granted 12,500 3.11 Exercised 0 0 Forfeited or canceled (9,500 ) 8.70 Outstanding at May 31, 2015 78,750 $ 6.34 7.1 $ 0 Exercisable at May 31, 2015 66,250 $ 6.85 6.8 $ 0 The Company recorded compensation expense for stock options of $27, $22 and $275 for the years ended May 31, 2015, 2014 and 2013, respectively, in the consolidated statements of operations. As of May 31, 2015, there was no unrecognized compensation cost related to unvested stock option based compensation arrangements granted under the Plan. The Company plans to issue new shares as settlement of options exercised. There were no options exercised during the years ended May 31, 2015 or 2014. 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. Dividends The following table presents details of the Company’s fiscal 2015, 2014 and 2013 dividend payments: Date declared Record date Payment date Per share April 30, 2012 June 30, 2012 July 9, 2012 $ 0.0325 August 27, 2012 September 30, 2012 October 5, 2012 $ 0.0400 October 29, 2012 December 14, 2012 December 28, 2012 $ 0.0400 January 28, 2013 March 29, 2013 April 12, 2013 $ 0.0400 April 29, 2013 June 28, 2013 July 12, 2013 $ 0.0400 August 26, 2013 September 30, 2013 October 11, 2013 $ 0.0450 October 28, 2013 December 30, 2013 January 10, 2014 $ 0.0450 January 25, 2014 March 28, 2014 April 11, 2014 $ 0.0450 April 7, 2014 June 30, 2014 July 11, 2014 $ 0.0450 August 11, 2014 September 30, 2014 October 10, 2014 $ 0.0450 October 6, 2014 December 31, 2014 January 16, 2015 $ 0.0450 January 24, 2015 March 31, 2015 April 17, 2015 $ 0.0450 April 13, 2015 June 30, 2015 July 10, 2015 $ 0.0450 |