National American University (NAUH) 10-Q 29 Sep 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Aug. 31, 2017	Sep. 22, 2017
Document And Entity Information [Abstract]
Entity Registrant Name	National American University Holdings, Inc.
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Aug. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Trading Symbol	NAUH
Entity Central Index Key	1,399,855
Current Fiscal Year End Date	--05-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		24,232,895

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands	Aug. 31, 2017	May 31, 2017
CURRENT ASSETS:
Cash and cash equivalents	$ 7,017	$ 11,974
Available for sale investments	4,185	4,183
Student receivables — net of allowance of $1,068 and $1,195 at August 31, 2017 and May 31, 2017, respectively	3,336	2,895
Other receivables	217	458
Income taxes receivable	2,300	2,301
Prepaid and other current assets	1,167	1,649
Total current assets	18,222	23,460
Total property and equipment - net	30,586	31,318
OTHER ASSETS:
Condominium inventory	385	621
Land held for future development	229	229
Course development — net of accumulated amortization of $3,388 and $3,322 at August 31, 2017 and May 31, 2017, respectively	1,114	1,111
Deferred income taxes	47	0
Other	802	853
Total other assets	2,577	2,814
TOTAL	51,385	57,592
CURRENT LIABILITIES:
Current portion of capital lease payable	342	331
Accounts payable	3,098	3,076
Dividends payable	1,097	1,094
Income taxes payable	120	113
Deferred income	1,884	1,691
Accrued and other liabilities	5,323	5,906
Total current liabilities	11,864	12,211
DEFERRED INCOME TAXES	0	194
OTHER LONG-TERM LIABILITIES	3,293	4,010
CAPITAL LEASE PAYABLE, NET OF CURRENT PORTION	11,148	11,237
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS' EQUITY:
Common stock, $0.0001 par value (50,000,000 authorized; 28,568,855 issued and 24,232,895 outstanding as of August 31, 2017; 28,557,968 issued and 24,224,924 outstanding as of May 31, 2017)	3	3
Additional paid-in capital	59,117	59,060
Accumulated deficit	(11,540)	(6,622)
Treasury stock, at cost (4,335,960 shares at August 31, 2017 and 4,333,044 shares at May 31, 2017)	(22,488)	(22,481)
Accumulated other comprehensive loss, net of taxes - unrealized loss on available for sale securities	(10)	(4)
Total National American University Holdings, Inc. stockholders' equity	25,082	29,956
Non-controlling interest	(2)	(16)
Total stockholders' equity	25,080	29,940
TOTAL	$ 51,385	$ 57,592

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands	Aug. 31, 2017	May 31, 2017
Statement of Financial Position [Abstract]
Allowance for student receivables	$ 1,068	$ 1,195
Accumulated amortization of course development	$ 3,388	$ 3,322
Common stock, par value	$ 0.0001	$ .0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	28,568,855	28,557,968
Common stock, shares outstanding	24,232,895	24,224,924
Treasury stock, shares	4,335,960	4,333,044

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
REVENUE:
Academic revenue	$ 18,190	$ 19,438
Auxiliary revenue	1,044	1,394
Rental income - apartments	342	298
Condominium sales	220	0
Total revenue	19,796	21,130
OPERATING EXPENSES:
Cost of educational services	6,900	6,468
Selling, general and administrative	15,508	16,482
Auxiliary expense	741	1,049
Cost of condominium sales	236	0
Loss on lease termination	362	0
(Gain) loss on disposition of property	(41)	6
Total operating expenses	23,706	24,005
OPERATING LOSS	(3,910)	(2,875)
OTHER INCOME (EXPENSE):
Interest income	20	22
Interest expense	(209)	(214)
Other income - net	44	37
Total other expense	(145)	(155)
LOSS BEFORE INCOME TAXES	(4,055)	(3,030)
INCOME TAX BENEFIT	241	991
NET LOSS	(3,814)	(2,039)
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST	(14)	(17)
NET LOSS ATTRIBUTABLE TO NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. AND SUBSIDIARIES	(3,828)	(2,056)
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX - Unrealized (losses) gains on investments, net of tax benefit (expense)	(6)	4
COMPREHENSIVE LOSS ATTRIBUTABLE TO NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.	$ (3,834)	$ (2,052)
Basic net loss per share attributable to National American University Holdings, Inc.	$ (0.16)	$ (0.09)
Diluted net loss per share attributable to National American University Holdings, Inc.	$ (0.16)	$ (0.09)
Basic weighted average shares outstanding	24,181,440	24,114,294
Diluted weighted average shares outstanding	24,181,440	24,114,294

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Income / Loss	Noncontrolling Interest	Total
Beginning Balance at May. 31, 2016	$ 3	$ 58,893	$ 4,012	$ (22,477)	$ (2)	$ (64)	$ 40,365
Purchase of shares common stock for the treasury				(2)			(2)
Share based compensation expense		116					116
Dividends declared			(1,087)				(1,087)
Net (loss) income			(2,056)			17	(2,039)
Other comprehensive loss, net of tax					4		4
Ending Balance at Aug. 31, 2016	3	59,009	869	(22,479)	2	(47)	37,357
Beginning Balance at May. 31, 2017	3	59,060	(6,622)	(22,481)	(4)	(16)	29,940
Purchase of shares common stock for the treasury				(7)			(7)
Share based compensation expense		57					57
Dividends declared			(1,090)				(1,090)
Net (loss) income			(3,828)			14	(3,814)
Other comprehensive loss, net of tax					(6)		(6)
Ending Balance at Aug. 31, 2017	$ 3	$ 59,117	$ (11,540)	$ (22,488)	$ (10)	$ (2)	$ 25,080

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Statement of Stockholders' Equity [Abstract]
Number of common shares for treasury	2,916	991
Dividends declared, per share	$ 0.045	$ 0.045

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (3,814)	$ (2,039)
Adjustments to reconcile net (loss) income to net cash flows provided by operating activities:
Depreciation and amortization	1,206	1,306
Loss on lease termination	362	0
(Gain) loss on disposition of property and equipment	(41)	6
Provision for uncollectable tuition	610	1,028
Noncash compensation expense	57	116
Deferred income taxes	(241)	9
Changes in assets and liabilities:
Student and other receivables	(810)	(1,614)
Prepaid and other current assets	482	476
Condominium inventory	236
Other assets	49	95
Income tax receivable/payable	8	(958)
Accounts payable	461	(524)
Deferred income	193	(221)
Accrued and other liabilities	(654)	(526)
Other long-term liabilities	(1,008)	(201)
Net cash flows used in operating activities	(2,904)	(3,047)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available for sale investments	(496)	(2,244)
Proceeds from sale of available for sale investments	488	248
Purchases of property and equipment	(1,017)	(634)
Proceeds from sale of property and equipment	210	0
Course development	(68)	(203)
Payments received on contract for deed	2	1
Other	0	(1)
Net cash flows used in investing activities	(881)	(2,833)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of capital lease payable	(78)	(66)
Purchase of treasury stock	(7)	(2)
Dividends paid	(1,087)	(1,085)
Net cash flows used in financing activities	(1,172)	(1,153)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(4,957)	(7,033)
CASH AND CASH EQUIVALENTS - Beginning of year	11,974	21,713
CASH AND CASH EQUIVALENTS - End of period	7,017	14,680
SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION:
Cash received for income taxes	(7)	(42)
Cash paid for interest	209	215
Property and equipment purchases included in accounts payable	11	447
Dividends declared and unpaid at August 31, 2017 and 2016	$ 1,097	$ 1,092

1. STATEMENT PRESENTATION AND B

1. STATEMENT PRESENTATION AND BASIS OF CONSOLIDATION	3 Months Ended
	Aug. 31, 2017
Accounting Policies [Abstract]
STATEMENT PRESENTATION AND BASIS OF CONSOLIDATION	The accompanying unaudited condensed financial statements are presented on a consolidated basis. The accompanying financial statements include the accounts of National American University Holdings, Inc. (the “Company”), its subsidiary, Dlorah, Inc. (“Dlorah”), and its divisions, National American University (“NAU” or the “University”), Fairway Hills, the Fairway Hills Park and Recreational Association, the Park West Owners’ Association, the Vista Park Owners’ Association, and the Company’s interest in Fairway Hills Section III Partnership (the “Partnership”). The accompanying unaudited condensed consolidated financial statements have been prepared on a basis substantially consistent with the Company’s audited financial statements and in accordance with the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under these rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States (“U.S. GAAP”) can be condensed or omitted. The information in the condensed consolidated balance sheet as of May 31, 2017 was derived from the audited consolidated financial statements of the Company for the year then ended. Accordingly, these financial statements should be read in conjunction with the Company’s annual financial statements which were included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2017, filed on August 4, 2017. Furthermore, the results of operations and cash flows for the three month periods ended August 31, 2017 and 2016 are not necessarily indicative of the results that may be expected for the full year. These financial statements include consideration of subsequent events through issuance. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair presentation as prescribed by U.S. GAAP. Unless the context otherwise requires, the terms “we”, “us”, “our” and the “Company” used throughout this document refer to National American University Holdings, Inc. and its wholly owned subsidiary, Dlorah, Inc., which owns and operates National American University and Fairway Hills. Estimates

2. NATURE OF OPERATIONS

2. NATURE OF OPERATIONS	3 Months Ended
	Aug. 31, 2017
Accounting Policies [Abstract]
NATURE OF OPERATIONS	The Company owns and operates National American University. NAU is a regionally accredited, proprietary, multi-campus institution of higher learning, offering associate, baccalaureate, master’s and doctoral degree programs in business-related disciplines, such as accounting, management, business administration, and information technology; in healthcare-related disciplines, such as occupational therapy, medical assisting, nursing, surgical technology, and healthcare information and management; in legal-related disciplines, such as paralegal, criminal justice, and professional legal studies; and in higher education. In addition to the university operations, the Company owns and operates a real estate business known as Fairway Hills Developments, or Fairway Hills. The real estate business rents apartment units and develops and sells condominium units in the Fairway Hills Planned Residential Development area of Rapid City, South Dakota.

3. RECENTLY ADOPTED AND NEW ACC

3. RECENTLY ADOPTED AND NEW ACCOUNTING PRONOUNCEMENTS	3 Months Ended
	Aug. 31, 2017
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
RECENTLY ADOPTED AND NEW ACCOUNTING PRONOUNCEMENTS	In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), Leases In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting

4. IMPAIRMENT OF LONG-LIVED ASS

4. IMPAIRMENT OF LONG-LIVED ASSETS	3 Months Ended
	Aug. 31, 2017
Impairment Of Long-lived Assets
IMPAIRMENT OF LONG-LIVED ASSETS	Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable. For assets that are to be held and used impairment exists when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows, or internal and external appraisals, as applicable. Assets to be held for sale are carried at the lower of carrying value or fair value, less cost to sell. During the quarter ended August 31, 2017, we concluded that there was one location that had a triggering event that would require additional analysis. Due to the length of time necessary to complete the impairment analysis, our impairment analysis is not complete for the quarter ended August 31, 2017. We expect to complete our analysis prior to reporting our financial results for the second quarter of fiscal year 2018 and will record an impairment charge at that time, if deemed necessary. The maximum value of the impairment would be $0.5 million. During the period ended August 31, 2016, there were no impairment charges.

5. STOCKHOLDERS' EQUITY

5. STOCKHOLDERS' EQUITY	3 Months Ended
	Aug. 31, 2017
Equity [Abstract]
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, 24,232,895 and 24,224,924 shares of common stock were outstanding as of August 31, 2017 and May 31, 2017, respectively. No shares of preferred stock or Class A common stock were outstanding at August 31, 2017 and May 31, 2017. Stock-Based Compensation At August 31, 2017, the Company had 806,672 shares available for future grants under its stock-based compensation plans. 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. In addition, the Company settles a portion of the compensation of the Chief Executive Officer in stock, which totaled $31 for the quarter ended August 31, 2017. These issuances reduce the shares available for future grants. Restricted stock The Company has 46,945 non-vested restricted stock shares with a weighted average grant date fair value of $1.96 per share outstanding at August 31, 2017. Unrecognized compensation expense associated with these shares totals $10 with a remaining amortization of 0.1 year. There were no restricted stock awards granted nor any restricted stock shares vested during the quarter ended August 31, 2017. Stock compensation expense totaling $26 was recorded in the condensed consolidated statements of operations and comprehensive income during the quarter ended August 31, 2017. Performance-based restricted stock units During the quarter ended August 31, 2017, the Company issued 281,250 performance based restricted stock units (“RSUs”) with a weighted average grant date fair value of $2.38 per share. All RSUs issued remain outstanding at August 31, 2017. Up to 100% of the RSUs issued will vest on October 20, 2018, based on the annual operating income attained during the 2018 fiscal year. Unrecognized compensation expense associated with these shares totals $669 with a remaining amortization life of 1.1 years. Stock compensation expense was not recorded in the condensed consolidated statements of operations and comprehensive income during the quarter ended August 31, 2017. Based on the Company’s financial performance for the quarter ended August 31, 2017, management did not believe the performance metrics would be met. Stock options The Company accounts for stock option-based compensation by estimating the fair value of options granted using a Black-Scholes option pricing 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 operating expense based on their fair value over the requisite service period. There were no stock options issued or exercised during the quarter ended August 31, 2017. Stock options for 1,750 shares of common stock with a weighted average exercise price of $9.35 were forfeited during the quarter ended August 31, 2017. At August 31, 2017, stock options for 189,100 shares were outstanding and exercisable with a weighted average exercise price of $3.79 and a weighted average remaining useful life of 7.4 years. The intrinsic value associated with the stock options at August 31, 2017 totaled $2.50. There was no unamortized compensation associated with stock options at August 31, 2017. Dividends The following table presents details of the Company’s fiscal 2017 and 2016 dividend payments: Date declared Record date Payment date Per share April 4, 2016 June 30, 2016 July 8, 2016 $ 0.0450 August 8, 2016 September 30, 2016 October 7, 2016 $ 0.0450 October 3, 2016 December 31, 2016 January 13, 2017 $ 0.0450 January 28, 2017 March 31, 2017 April 7, 2017 $ 0.0450 April 13, 2017 June 30, 2017 July 7, 2017 $ 0.0450 August 4, 2017 September 30, 2017 (est) Oct 6, 2017 $ 0.0450

6. INCOME TAXES

6. INCOME TAXES	3 Months Ended
	Aug. 31, 2017
Income Taxes
INCOME TAXES	The total net loss in the quarter ended August 31, 2017 created a deferred tax asset; however, the Company has determined that it is more likely than not that it will not realize this asset. As such, an additional valuation allowance totaling $1,189 was recorded at August 31, 2017 and is netted against the deferred tax asset in the accompanying condensed consolidated balance sheet. Similarly, a valuation allowance totaling $1,222 was recorded at May 31, 2017 and was included in deferred income taxes liability in the accompanying condensed consolidated balance sheets. A primary factor in the assessment of this non-cash charge is that the Company continued to be in a cumulative loss position over the prior three-year period. The Company’s effective tax rate was 5.9% for the three months ended August 31, 2017 as compared to 32.7% for the corresponding period in 2016. The effective rate varies from the statutory rate primarily due to the deferred tax asset valuation allowance. In addition, there is a fluctuation in state income taxes as a result of the Company’s net loss position, as well as nondeductible meals.

7. EARNINGS PER SHARE

7. EARNINGS PER SHARE	3 Months Ended
	Aug. 31, 2017
Earnings Per Share [Abstract]
EARNINGS PER SHARE	Basic earnings per share (“EPS”) is computed by dividing net income attributable to the Company by the weighted average number of shares of common stock outstanding during the applicable period. Diluted earnings per share reflect the potential dilution that could occur assuming vesting, conversion or exercise of all dilutive unexercised options and restricted stock. The following is a reconciliation of the numerator and denominator for the basic and diluted EPS computations: Three months ended August 31, 2017 2016 Numerator: Net loss attributable to National American University Holdings, Inc. $ (3,828 ) $ (2,056 ) Denominator: Weighted average shares outstanding used to compute basic net income per common share 24,181,440 24,114,294 Incremental shares issuable upon the assumed exercise of stock options - - Incremental shares issuable upon the assumed vesting of restricted shares - - Common shares used to compute diluted net income per share $ 24,181,440 $ 24,114,294 Basic loss income per common share $ (0.16 ) $ (0.09 ) Diluted net loss per common share $ (0.16 ) $ (0.09 ) A total of 189,100 and 179,350 shares of common stock subject to issuance upon exercise of stock options for the three months ended August 31, 2017 and 2016, respectively, have been excluded from the calculation of diluted EPS as the effect would have been anti-dilutive. A total of 46,945 and 181,110 shares of common stock subject to vesting and issuance upon exercise of restricted stock for the three months ended August 31, 2017 and 2016, respectively, have been excluded from the calculation of diluted EPS as the effect would have been anti-dilutive.

8. COMMITMENTS AND CONTINGENCIE

8. COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Aug. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	From time to time, the Company is a party to various claims, lawsuits or other proceedings relating to the conduct of its business. Although the outcome of litigation cannot be predicted with certainty and some claims, lawsuits or other proceedings may be disposed of unfavorably, management believes, based on facts presently known, that the outcome of such legal proceedings and claims, lawsuits or other proceedings will not have a material effect on the Company’s consolidated financial position, cash flows or future results of operations. On July 21, 2017, we entered into an agreement to acquire substantially all of the assets of Henley-Putnam University, a for-profit post-secondary educational institution that offers 100% online programs focused in the field of strategic security, for a cash payment of $1.5 million plus or minus a contingent obligation calculated principally based on Henley-Putnam’s working capital at the time of closing. The transaction is subject to various closing conditions, the satisfaction of which is uncertain at this time. If the closing conditions are satisfied, the transaction is expected to close during the third quarter of fiscal year 2018. On June 1, 2017, the Company entered into a lease termination agreement for the Allen, TX service center location. Cash in the amount of $190 was paid as satisfaction for future lease payments totaling $285, which were accelerated and reported on the condensed consolidated balance sheet for the period ended May 31, 2017 within accrued and other liabilities and other long-term liabilities. The difference between the amount of cash paid and amounts accrued of $95 was recorded as a contra expense within loss on termination of lease during the quarter ended August 31, 2017. On August 1, 2017, the Company entered into an additional agreement to terminate the existing lease in Tigard, Oregon. Cash in the amount of $795 was paid as satisfaction of future lease payments totaling $1,206. Expense of $457 was reported in loss on termination of lease during the quarter ended August 31, 2017. During the quarter ended August 31, 2017, we received notice that the state of New Mexico will require a surety bond or alternative surety in an amount set by the New Mexico Department of Higher Education payable to the New Mexico Department of Higher Education. This regulation will require us to restrict $1.0 million of our cash balance to the state of New Mexico. We anticipate this restriction will be in place during the second quarter of fiscal year 2018.

9. FAIR VALUE MEASUREMENTS

9. FAIR VALUE MEASUREMENTS	3 Months Ended
	Aug. 31, 2017
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	The following table summarizes certain information for assets and liabilities measured at fair value on a recurring basis: Quoted prices in active markets (level 1) Other observable inputs (level 2) Unobservable inputs (level 3) Fair Value August 31, 2017 Investments: Certificates of deposit $ 0 $ 4,185 $ 0 $ 4,185 Money market accounts included in cash equivalents 9 - - 9 Total assets at fair value $ 9 $ 4,185 $ 0 $ 4,194 May 31, 2017 Investments: Certificates of deposit $ 0 $ 4,183 $ 0 $ 4,183 Money market accounts included in cash equivalents 9 - - 9 Total assets at fair value $ 9 $ 4,183 $ 0 $ 4,192 Following is a summary of the valuation techniques for assets and liabilities recorded in the consolidated balance sheets at fair value on a recurring basis: Certificates of Deposit (“CD’s”) and money market accounts: Fair value of financial instruments:

10. SEGMENT REPORTING

10. SEGMENT REPORTING	3 Months Ended
	Aug. 31, 2017
Segment Reporting [Abstract]
SEGMENT REPORTING	Operating segments are defined as business areas or lines of an enterprise about which financial information is available and evaluated on a regular basis by the chief operating decision makers, or decision-making groups, in deciding how to allocate capital and other resources to such lines of business. The Company operates two operating and reportable segments: NAU and Other. The NAU segment contains the revenues and expenses associated with the University operations. The Company considers each campus location to be an operating segment, and they are aggregated into the NAU segment for financial reporting purposes. The Other segment contains primarily real estate. General administrative costs of the Company are allocated to specific divisions of the Company. The following table presents the reportable segment financial information, in thousands: Three months ended August 31, Three months ended August 31, 2017 2016 Consolidated Consolidated NAU Other Total NAU Other Total Revenue: Academic $ 18,190 $ - $ 18,190 $ 19,438 $ - $ 19,438 Auxiliary 1,044 - 1,044 1,394 - 1,394 Rental income - apartments - 342 342 - 298 298 Condominium sales - 220 220 - - - Total revenue 19,234 562 19,796 20,832 298 21,130 Operating expenses: Cost of educational services 6,900 - 6,900 6,468 - 6,468 Selling, general & administrative 14,999 509 15,508 16,118 364 16,482 Auxiliary 741 - 741 1,049 - 1,049 Cost of condominium sales - 236 236 - - - Loss on lease termination 362 - 362 - - - (Gain) loss on disposition of property - (41 ) (41 ) 6 - 6 Total operating expenses 23,002 704 23,706 23,641 364 24,005 Loss from operations (3,768 ) (142 ) (3,910 ) (2,809 ) (66 ) (2,875 ) Other income (expense): Interest income 17 3 20 21 1 22 Interest expense (209 ) - (209 ) (214 ) - (214 ) Other (loss) income - net (5 ) 49 44 (10 ) 47 37 Total other (expense) income (197 ) 52 (145 ) (203 ) 48 (155 ) Loss before taxes $ (3,965 ) $ (90 ) $ (4,055 ) $ (3,012 ) $ (18 ) $ (3,030 ) As of August 31, 2017 As of August 31, 2016 Consolidated Consolidated NAU Other Total NAU Other Total Total assets $ 40,406 $ 10,979 $ 51,385 $ 55,694 $ 8,688 $ 64,382

11. SUBSEQUENT EVENTS

11. SUBSEQUENT EVENTS	3 Months Ended
	Aug. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	We evaluated subsequent events after the balance sheet date through the date the condensed consolidated financial statements were available to be issued. We did not identify any additional material events or transactions occurring during this subsequent event reporting period that required further recognition or disclosure in these condensed consolidated financial statements.

5. STOCKHOLDERS' EQUITY (Tables

5. STOCKHOLDERS' EQUITY (Tables)	3 Months Ended
	Aug. 31, 2017
Equity [Abstract]
Summary of Dividend Payments	Date declared Record date Payment date Per share April 4, 2016 June 30, 2016 July 8, 2016 $ 0.0450 August 8, 2016 September 30, 2016 October 7, 2016 $ 0.0450 October 3, 2016 December 31, 2016 January 13, 2017 $ 0.0450 January 28, 2017 March 31, 2017 April 7, 2017 $ 0.0450 April 13, 2017 June 30, 2017 July 7, 2017 $ 0.0450 August 4, 2017 September 30, 2017 (est) Oct 6, 2017 $ 0.0450

7. EARNINGS PER SHARE (Tables)

7. EARNINGS PER SHARE (Tables)	3 Months Ended
	Aug. 31, 2017
Earnings Per Share [Abstract]
Reconciliation of Numerator and Denominator for Basic and Diluted EPS Computations	Three months ended August 31, 2017 2016 Numerator: Net loss attributable to National American University Holdings, Inc. $ (3,828 ) $ (2,056 ) Denominator: Weighted average shares outstanding used to compute basic net income per common share 24,181,440 24,114,294 Incremental shares issuable upon the assumed exercise of stock options - - Incremental shares issuable upon the assumed vesting of restricted shares - - Common shares used to compute diluted net income per share $ 24,181,440 $ 24,114,294 Basic loss income per common share $ (0.16 ) $ (0.09 ) Diluted net loss per common share $ (0.16 ) $ (0.09 )

9. FAIR VALUE MEASUREMENTS (Tab

9. FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Aug. 31, 2017
Fair Value Disclosures [Abstract]
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis	Quoted prices in active markets (level 1) Other observable inputs (level 2) Unobservable inputs (level 3) Fair Value August 31, 2017 Investments: Certificates of deposit $ 0 $ 4,185 $ 0 $ 4,185 Money market accounts included in cash equivalents 9 - - 9 Total assets at fair value $ 9 $ 4,185 $ 0 $ 4,194 May 31, 2017 Investments: Certificates of deposit $ 0 $ 4,183 $ 0 $ 4,183 Money market accounts included in cash equivalents 9 - - 9 Total assets at fair value $ 9 $ 4,183 $ 0 $ 4,192

10. SEGMENT REPORTING (Tables)

10. SEGMENT REPORTING (Tables)	3 Months Ended
	Aug. 31, 2017
Segment Reporting [Abstract]
Financial Information of Reportable Segment	Three months ended August 31, Three months ended August 31, 2017 2016 Consolidated Consolidated NAU Other Total NAU Other Total Revenue: Academic $ 18,190 $ - $ 18,190 $ 19,438 $ - $ 19,438 Auxiliary 1,044 - 1,044 1,394 - 1,394 Rental income - apartments - 342 342 - 298 298 Condominium sales - 220 220 - - - Total revenue 19,234 562 19,796 20,832 298 21,130 Operating expenses: Cost of educational services 6,900 - 6,900 6,468 - 6,468 Selling, general & administrative 14,999 509 15,508 16,118 364 16,482 Auxiliary 741 - 741 1,049 - 1,049 Cost of condominium sales - 236 236 - - - Loss on lease termination 362 - 362 - - - (Gain) loss on disposition of property - (41 ) (41 ) 6 - 6 Total operating expenses 23,002 704 23,706 23,641 364 24,005 Loss from operations (3,768 ) (142 ) (3,910 ) (2,809 ) (66 ) (2,875 ) Other income (expense): Interest income 17 3 20 21 1 22 Interest expense (209 ) - (209 ) (214 ) - (214 ) Other (loss) income - net (5 ) 49 44 (10 ) 47 37 Total other (expense) income (197 ) 52 (145 ) (203 ) 48 (155 ) Loss before taxes $ (3,965 ) $ (90 ) $ (4,055 ) $ (3,012 ) $ (18 ) $ (3,030 )

4. IMPAIRMENT OF LONG-LIVED A23

4. IMPAIRMENT OF LONG-LIVED ASSETS (Details Narrative) $ in Thousands	3 Months Ended
	Aug. 31, 2017USD ($)
Impairment Of Long-lived Assets Details Narrative
Maximum impairment value	$ 500

5. STOCKHOLDERS EQUITY (Details

5. STOCKHOLDERS EQUITY (Details)	3 Months Ended
	Aug. 31, 2017$ / shares
Period 1 [Member]
Dividends Payable [Line Items]
Date declared	Apr. 4, 2016
Record date	Jun. 30, 2016
Payment date	Jul. 8, 2016
Per share	$ 0.0450
Period 2 [Member]
Dividends Payable [Line Items]
Date declared	Aug. 8, 2016
Record date	Sep. 30, 2016
Payment date	Oct. 7, 2016
Per share	$ 0.0450
Period 3 [Member]
Dividends Payable [Line Items]
Date declared	Oct. 3, 2016
Record date	Dec. 31, 2016
Payment date	Jan. 13, 2017
Per share	$ 0.0450
Period 4 [Member]
Dividends Payable [Line Items]
Date declared	Jan. 28, 2017
Record date	Mar. 31, 2017
Payment date	Apr. 7, 2017
Per share	$ 0.0450
Period 5 [Member]
Dividends Payable [Line Items]
Date declared	Apr. 13, 2017
Record date	Jun. 30, 2017
Payment date	Jul. 7, 2017
Per share	$ 0.0450
Period 6 [Member]
Dividends Payable [Line Items]
Date declared	Aug. 4, 2017
Record date	Sep. 30, 2017
Payment date	Oct. 6, 2017	[1]
Per share	$ 0.0450
[1]	Estimated

5. STOCKHOLDERS EQUITY (Detai25

5. STOCKHOLDERS EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Aug. 31, 2017	May 31, 2017
Total Authorized Capital Stock	51,100,000	51,100,000
Common Stock Authorized	50,000,000	50,000,000
Common Stock Par Value	$ 0.0001	$ .0001
Common stock, shares outstanding	24,232,895	24,224,924
Preferred Stock Authorized	1,000,000	1,000,000
Preferred Stock Par Value	$ .0001	$ 0.0001
Preferred stock, shares outstanding	0	0
Shares available for future grants under its stock-based compensation plans	806,672
Unrecognized compensation expense	$ 10
Non-vested restricted stock shares, remaining amortization life	1 month 6 days
Chief Executive Officer [Member]
Share based compensation	$ 31
Class A Common Stock [Member]
Common Stock Authorized	100,000	100,000
Common Stock Par Value	$ 0.0001	$ 0.0001
Common stock, shares outstanding	0	0
Equity Option [Member]
Stock options forfeited	1,750
Stock options forfeited, weighted average exercise price	$ 9.35
Stock options outstanding	189,100
Stock options exercisable	189,100
Weighted average exercise price	$ 3.79
Weighted average remaining life	7 years 4 months 24 days
Intrinsic value of stock options	$ 2.50
Restricted Stock [Member]
Non-vested restricted stock shares	46,945
Non-vested restricted stock shares, weighted average grant date fair value	$ 1.96
Performance-Based RSU's [Member]
RSUs issued	281,250
RSUs, weighted average grant date fair value	$ 2.38
RSUs, unrecognized compensation expense	$ 669
RSUs, remaining amortization life	1 year 1 month 6 days

6. INCOME TAXES (Details Narrat

6. INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	May 31, 2017
Income Taxes Details Narrative
Effective tax rate	5.90%	32.70%
Valuation allowance	$ 1,189		$ 1,222

7. EARNINGS PER SHARE (Details)

7. EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Numerator:
Net (loss) income attributable to National American University Holdings, Inc.	$ (3,828)	$ (2,056)
Denominator:
Weighted average shares outstanding used to compute basic net income per common share	24,181,440	24,114,294
Incremental shares issuable upon the assumed exercise of stock options	0	0
Incremental shares issuable upon the assumed vesting of restricted shares	0	0
Common shares used to compute diluted net income per share	24,181,440	24,114,294
Basic net (loss) income per common share	$ (0.16)	$ (0.09)
Diluted net (loss) income per common share	$ (0.16)	$ (0.09)

7. EARNINGS PER SHARE (Details

7. EARNINGS PER SHARE (Details Narrative) - shares	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Equity Option [Member]
Computation Of Earnings Per Share Line Items [Line Items]
Number of shares excluded from calculation of diluted EPS	189,100	179,350
Restricted Stock [Member]
Computation Of Earnings Per Share Line Items [Line Items]
Number of shares with potentially diluted impact	46,945	181,110

8. COMMITMENTS AND CONTINGENC29

8. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Jul. 21, 2017	Aug. 31, 2017	Aug. 01, 2017	Jun. 01, 2017
Cash restricted to New Mexico		$ 1,000
Allen, TX service center
Operating lease cash settlement paid		190
Future lease payments				$ 285
Loss on termination of lease		95
Tigard, Oregon
Operating lease cash settlement paid		795
Future lease payments			$ 1,206
Lease termination expense		$ 457
Henley-Putnam University
Initial cash payment for acquisition	$ 1,500

9. FAIR VALUE MEASUREMENTS (Det

9. FAIR VALUE MEASUREMENTS (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands	Aug. 31, 2017	May 31, 2017
Investments
Total assets at fair value	$ 4,194	$ 4,192
Fair Value, Inputs, Level 1 [Member]
Investments
Total assets at fair value	9	9
Fair Value, Inputs, Level 2 [Member]
Investments
Total assets at fair value	4,185	4,183
Fair Value, Inputs, Level 3 [Member]
Investments
Total assets at fair value	0	0
Certificate of Deposit [Member]
Investments
Total assets at fair value	4,185	4,183
Certificate of Deposit [Member] | Fair Value, Inputs, Level 1 [Member]
Investments
Total assets at fair value	0	0
Certificate of Deposit [Member] | Fair Value, Inputs, Level 2 [Member]
Investments
Total assets at fair value	4,185	4,183
Certificate of Deposit [Member] | Fair Value, Inputs, Level 3 [Member]
Investments
Total assets at fair value	0	0
Money Market Funds [Member]
Investments
Total assets at fair value	9	9
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Investments
Total assets at fair value	9	9
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Investments
Total assets at fair value	0	0
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Investments
Total assets at fair value	$ 0	$ 0

9. FAIR VALUE MEASUREMENTS (D31

9. FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) $ in Thousands	Aug. 31, 2017	May 31, 2017
Fair Value Measurements Details Narrative
Estimated fair value of capital lease obligations	$ 11,490	$ 11,568

10. SEGMENT REPORTING (Details)

10. SEGMENT REPORTING (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	May 31, 2017
REVENUE:
Academic revenue	$ 18,190	$ 19,438
Auxiliary revenue	1,044	1,394
Rental income - apartments	342	298
Condominium sales	220	0
Total revenue	19,796	21,130
OPERATING EXPENSES:
Cost of educational services	6,900	6,468
Selling, general & administrative	15,508	16,482
Auxiliary expense	741	1,049
Cost of condominium sales	236	0
Loss on lease termination	362	0
(Gain) loss on disposition of property	(41)	6
Total operating expenses	23,706	24,005
Loss from operations	(3,910)	(2,875)
OTHER INCOME (EXPENSE):
Interest income	20	22
Interest expense	(209)	(214)
Other (loss) income - net	44	37
Total other (expense) income	(145)	(155)
Loss before taxes	(4,055)	(3,030)
Total assets	51,385	64,382	$ 57,592
Nau [Member]
REVENUE:
Academic revenue	18,190	19,438
Auxiliary revenue	1,044	1,394
Rental income - apartments	0	0
Condominium sales	0	0
Total revenue	19,234	20,832
OPERATING EXPENSES:
Cost of educational services	6,900	6,468
Selling, general & administrative	14,999	16,118
Auxiliary expense	741	1,049
Cost of condominium sales	0	0
Loss on lease termination	362	0
(Gain) loss on disposition of property	0	6
Total operating expenses	23,002	23,641
Loss from operations	(3,768)	(2,809)
OTHER INCOME (EXPENSE):
Interest income	17	21
Interest expense	(209)	(214)
Other (loss) income - net	(5)	(10)
Total other (expense) income	(197)	(203)
Loss before taxes	(3,965)	(3,012)
Total assets	40,406	55,694
Other Segments [Member]
REVENUE:
Academic revenue	0	0
Auxiliary revenue	0	0
Rental income - apartments	342	298
Condominium sales	220	0
Total revenue	562	298
OPERATING EXPENSES:
Cost of educational services	0	0
Selling, general & administrative	509	364
Auxiliary expense	0	0
Cost of condominium sales	236	0
Loss on lease termination	0	0
(Gain) loss on disposition of property	(41)	0
Total operating expenses	704	364
Loss from operations	(142)	(66)
OTHER INCOME (EXPENSE):
Interest income	3	1
Interest expense	0	0
Other (loss) income - net	49	47
Total other (expense) income	52	48
Loss before taxes	(90)	(18)
Total assets	$ 10,979	$ 8,688