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, 24,140,972 and 25,191,414 shares of common stock were outstanding as of May 31, 2016 and 2015, respectively. No shares of preferred stock or Class A common stock were outstanding at May 31, 2016 and 2015. Stock Repurchase Plan On August 6, 2015, the Companys Board of Directors authorized the repurchase of up to 350,000 shares, for aggregate consideration not to exceed $1.25 million, of the Companys outstanding common stock in both open market and privately negotiated transactions. The plan is authorized for a period of one year from August 10, 2015. The timing and actual number of shares purchased depends on a variety of factors such as price, corporate and regulatory requirements, and other prevailing market conditions. During the year ended May 31, 2016, the Company repurchased 353,581 shares for $868 under this authorization. In addition, the Company repurchased 853,073 shares of its outstanding common stock for $2,039 from a single unrelated shareholder. This repurchase was approved by the Companys Board of Directors and was separate from the August 6, 2015 repurchase authorization. On February 12, 2016, the Company announced that its Board of Directors authorized the Company to repurchase up to $500 worth of shares of its common stock in open market or privately negotiated transactions, at a price of $1.75 or less per share, for aggregate consideration not to exceed $500, to be implemented during a period of one year from the date the stock repurchase plan is announced to the public. During the year ended May 31, 2016, the Company repurchased 30,440 shares for $50 under this authorization. During the years ended May 31, 2016 and 2015, respectively, $65 and $32 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, 2016, 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, 2016, 431,397 shares of common stock remain available for issuance under the Plan. In October 2013, the Companys Board of Directors adopted the 2013 Restricted Stock Unit Plan (the 2013 Plan) authorizing the issuance of up to 750,000 shares of the Companys 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, 2016, 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 Companys stock price as of the associated grant date, and the expense is accrued ratably over the vesting period of the award. 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. These shares vested on October 20, 2015. During the year ended May 31, 2015, 580,000 RSUs granted June 1, 2013 under the 2013 Plan were canceled and the related compensation expense previously recorded of $1,170 was reversed as the performance criteria was not attained. During the quarter ended November 30, 2015, the Company issued 187,500 restricted stock units (RSUs) with performance based vesting under the 2013 Plan. The number of shares to be earned was determined by the Companys profitability and other operating metrics during the year ended May 31, 2016. The grant date fair value of the RSUs was $3.06 per share. No expense was recorded as targeted profitability and operating metrics were not attained and all shares were canceled on May 31, 2016. During the year ended May 31, 2016, the Company awarded 40,485 restricted stock awards with time based vesting at a grant date fair value of $2.47 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 expense associated with restricted stock awards, totaled $116 for the year ended May 31, 2016. For the year ended May 31, 2015 compensation expense for restricted stock awards totaled $122, and a reversal of $1,170 associated with the performance based restricted stock units canceled was recorded. For the year ended May 31, 2014, compensation totaled $82 for restricted stock awards and $1,170 for performance based restricted stock units. At May 31, 2016, unamortized compensation cost of restricted stock awards totaled $35. The unamortized cost is expected to be recognized over a weighted-average period of 0.4 years as of May 31, 2016. A summary of restricted share awards activity as of May 31, 2016 and 2015, and the changes during the years then ended is presented below: Restricted Shares Shares Weighted Average Grant Date Fair Value 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 Granted 40,485 2.47 Vested (42,155 ) 3.11 Forfeited 0 0 Non-vested shares at May 31, 2016 40,485 $ 2.47 Unrestricted stock Unrestricted stock is issued to certain employees in settlement of a portion of their salaries and bonuses. Compensation expense in the consolidated statements of operations and comprehensive income associated with these unrestricted stock issuances totaled $320, $166 and $261, respectively, for the years ended May 31, 2016, 2015, and 2014. 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 operations 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, 2016 and 2015, the following assumptions were used to determine fair value: Assumptions used: 2016 2015 Expected term (in years) 5.75 5.50 Expected volatility 50.40 % 51.40 % Weighted average risk free interest rate 1.54 % 1.52 % Weighted average risk free interest rate range 1.54-1.54 % 1.52-1.52 % Weighted average expected dividend 5.92 5.79 % Weighted average expected dividend range 5.92-5.92 % 5.79-5.79 % Weighted average fair value $ 0.84 $ 0.88 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, 2016 and 2015, 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, 2014 75,750 $ 7.17 7.6 $ 0 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 Outstanding at May 31, 2015 78,750 $ 6.34 7.1 $ 0 Granted 148,475 3.06 Exercised 0 0 Forfeited or canceled (34,875) 4.67 Outstanding at May 31, 2016 192,350 $ 4.11 8.4 $ 0 Exercisable at May 31, 2016 192,350 $ 4.11 8.4 $ 0 The Company recorded compensation expense for stock options of $121, $27 and $22, for the years ended May 31, 2016, 2015 and 2014, respectively, in the consolidated statements of operations. As of May 31, 2016, 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, 2016 or 2015. Dividends The following table presents details of the Companys fiscal 2016 and 2015 dividend payments: Date declared Record date Payment date Per share 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 August 10, 2015 September 30, 2015 October 9, 2015 $ 0.0450 October 5, 2015 December 31, 2015 January 15, 2016 $ 0.0450 January 23, 2016 March 31, 2016 April 8, 2016 $ 0.0450 April 4, 2016 June 30, 2016 July 8, 2016 $ 0.0450 |