National American University (NAUH) 10-Q 5 Jan 18 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Nov. 30, 2017	Dec. 28, 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	Nov. 30, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2
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		24,310,482

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Nov. 30, 2017	May 31, 2017
CURRENT ASSETS:
Cash and cash equivalents	$ 5,123	$ 11,974
Available for sale investments	3,566	4,183
Student receivables — net of allowance of $843 and $1,195 at November 30, 2017 and May 31, 2017, respectively	2,934	2,895
Other receivables	253	458
Income taxes receivable	2,303	2,301
Prepaid and other current assets	1,298	1,649
Total current assets	15,477	23,460
Total property and equipment - net	28,929	31,318
OTHER ASSETS:
Condominium inventory	190	621
Land held for future development	229	229
Course development — net of accumulated amortization of $3,454 and $3,322 at November 30, 2017 and May 31, 2017, respectively	1,086	1,111
Deferred income taxes	9	0
Other	730	853
Total other assets	2,244	2,814
TOTAL	46,650	57,592
CURRENT LIABILITIES:
Current portion of capital lease payable	355	331
Accounts payable	3,305	3,076
Dividends payable	0	1,094
Income taxes payable	131	113
Deferred income	1,975	1,691
Accrued and other liabilities	5,355	5,906
Total current liabilities	11,121	12,211
DEFERRED INCOME TAXES	0	194
OTHER LONG-TERM LIABILITIES	3,081	4,010
CAPITAL LEASE PAYABLE, NET OF CURRENT PORTION	11,056	11,237
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS' EQUITY:
Common stock, $0.0001 par value (50,000,000 authorized; 28,649,663 issued and 24,310,482 outstanding as of November 30, 2017; 28,557,968 issued and 24,224,924 outstanding as of May 31, 2017)	3	3
Additional paid-in capital	59,206	59,060
Accumulated deficit	(15,317)	(6,622)
Treasury stock, at cost (4,339,181 shares at November 30, 2017 and 4,333,044 shares at May 31, 2017)	(22,494)	(22,481)
Accumulated other comprehensive loss, net of taxes - unrealized loss on available for sale securities	(9)	(4)
Total National American University Holdings, Inc. stockholders' equity	21,389	29,956
Non-controlling interest	3	(16)
Total stockholders' equity	21,392	29,940
TOTAL	$ 46,650	$ 57,592

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Nov. 30, 2017	May 31, 2017
Statement of Financial Position [Abstract]
Allowance for student receivables	$ 843	$ 1,195
Accumulated amortization of course development	$ 3,454	$ 3,322
Common stock, par value	$ 0.0001	$ .0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	28,649,663	28,557,968
Common stock, shares outstanding	24,310,482	24,224,924
Treasury stock, shares	4,339,181	4,333,044

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 30, 2017	Nov. 30, 2016	Nov. 30, 2017	Nov. 30, 2016
REVENUE:
Academic revenue	$ 18,494	$ 20,276	$ 36,684	$ 39,714
Auxiliary revenue	931	1,414	1,975	2,808
Rental income - apartments	358	293	700	591
Condominium sales	235	0	455	0
Total revenue	20,018	21,983	39,814	43,113
OPERATING EXPENSES:
Cost of educational services	6,411	6,497	13,311	12,965
Selling, general and administrative	15,308	15,425	30,816	31,907
Auxiliary expense	652	1,054	1,393	2,103
Cost of condominium sales	191	0	427	0
Loss on lease termination	0	0	362	0
Loss on disposition of property and equipment	1,036	0	995	6
Total operating expenses	23,598	22,976	47,304	46,981
OPERATING LOSS	(3,580)	(993)	(7,490)	(3,868)
OTHER INCOME (EXPENSE):
Interest income	29	27	49	49
Interest expense	(208)	(214)	(417)	(428)
Other income - net	43	32	87	69
Total other expense	(136)	(155)	(281)	(310)
LOSS BEFORE INCOME TAXES	(3,716)	(1,148)	(7,771)	(4,178)
INCOME TAX BENEFIT (EXPENSE)	(56)	406	185	1,397
NET LOSS	(3,772)	(742)	(7,586)	(2,781)
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST	(5)	(10)	(19)	(27)
NET LOSS ATTRIBUTABLE TO NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. AND SUBSIDIARIES	(3,777)	(752)	(7,605)	(2,808)
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX - Unrealized (losses) gains on investments, net of tax benefit (expense)	1	(9)	(5)	(5)
COMPREHENSIVE LOSS ATTRIBUTABLE TO NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.	$ (3,776)	$ (761)	$ (7,610)	$ (2,813)
Basic net loss per share attributable to National American University Holdings, Inc.	$ (0.16)	$ (0.03)	$ (0.31)	$ (0.12)
Diluted net loss per share attributable to National American University Holdings, Inc.	$ (0.16)	$ (0.03)	$ (0.31)	$ (0.12)
Basic weighted average shares outstanding	24,219,884	24,148,355	24,200,096	24,131,231
Diluted weighted average shares outstanding	24,219,884	24,148,355	24,200,096	24,131,231

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				(4)			(4)
Share based compensation expense		119					119
Dividends declared			(2,180)				(2,180)
Net (loss) income			(2,808)			27	(2,781)
Other comprehensive loss, net of tax					(5)		(5)
Ending Balance at Nov. 30, 2016	3	59,012	(976)	(22,481)	(7)	(37)	35,514
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				(13)			(13)
Share based compensation expense		146					146
Dividends declared			(1,090)				(1,090)
Net (loss) income			(7,605)			19	(7,586)
Other comprehensive loss, net of tax					(5)		(5)
Ending Balance at Nov. 30, 2017	$ 3	$ 59,206	$ (15,317)	$ (22,494)	$ (9)	$ 3	$ 21,392

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares	6 Months Ended
	Nov. 30, 2017	Nov. 30, 2016
Statement of Stockholders' Equity [Abstract]
Number of common shares for treasury	1,887	6,137
Dividends declared, per share	$ .045	$ .045

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Nov. 30, 2017	Nov. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (7,586)	$ (2,781)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation and amortization	2,440	2,597
Loss on lease termination	362	0
Loss on disposition of property and equipment	995	6
Provision for uncollectable tuition	1,279	1,888
Noncash compensation expense	146	119
Deferred income taxes	(203)	471
Changes in assets and liabilities:
Student and other receivables	(1,113)	(1,664)
Prepaid and other current assets	351	(213)
Condominiums held for sale	431	0
Other assets	93	195
Income tax receivable/payable	16	(1,831)
Accounts payable	679	171
Deferred income	284	(736)
Accrued and other liabilities	(622)	480
Other long-term liabilities	(1,220)	(390)
Net cash flows used in operating activities	(3,668)	(1,688)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available for sale investments	(497)	(5,984)
Proceeds from sale of available for sale investments	1,109	992
Purchases of property and equipment	(1,570)	(1,775)
Proceeds from sale of property and equipment	210	0
Course development	(107)	(390)
Payments received on contract for deed	3	3
Other	23	47
Net cash flows used in investing activities	(829)	(7,107)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of capital lease payable	(157)	(135)
Purchase of treasury stock	(13)	(4)
Dividends paid	(2,184)	(2,180)
Net cash flows used in financing activities	(2,354)	(2,319)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(6,851)	(11,114)
CASH AND CASH EQUIVALENTS - Beginning of year	11,974	21,713
CASH AND CASH EQUIVALENTS - End of period	5,123	10,599
SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION:
Cash paid (received) for income taxes	2	(37)
Cash paid for interest	418	428
Property and equipment purchases included in accounts payable	0	561
Dividends declared and unpaid at Novemeber 30, 2017 and 2016	$ 0	$ 1,090

1. STATEMENT PRESENTATION AND B

1. STATEMENT PRESENTATION AND BASIS OF CONSOLIDATION	6 Months Ended
	Nov. 30, 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., 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”), collectively the “Company”. 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 six month periods ended November 30, 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	6 Months Ended
	Nov. 30, 2017
Accounting Policies [Abstract]
NATURE OF OPERATIONS	The Company, through Dlorah, owns and operates National American University. NAU is a regionally accredited, proprietary, multi-campus institution of higher learning, offering associate, bachelors, 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 Development area of Rapid City, South Dakota.

3. RECENTLY ADOPTED AND NEW ACC

3. RECENTLY ADOPTED AND NEW ACCOUNTING PRONOUNCEMENTS	6 Months Ended
	Nov. 30, 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) Revenue Recognition 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	6 Months Ended
	Nov. 30, 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 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 November 30, 2017, upon our review of our assets for impairment, we determined the estimated future undiscounted cash flows associated with the assets of the Houston, Minnetonka, Bloomington, Brooklyn Center and Burnsville campuses are not sufficient to recover their carrying value. Accordingly, the carrying values of the assets, primarily leasehold improvements, were reduced to their fair value, which the Company believes to be minimal. An impairment charge of $1,009 related to these five locations was recorded. The impairment charge is included in loss on disposition of property, within the NAU segment, in the condensed consolidated financial statements. During the six months ended November 30, 2016, there were no impairment charges.

5. STOCKHOLDERS' EQUITY

5. STOCKHOLDERS' EQUITY	6 Months Ended
	Nov. 30, 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, 24,310,482 and 24,224,924 shares of common stock were outstanding as of November 30, 2017 and May 31, 2017, respectively. No shares of preferred stock or Class A common stock were outstanding at November 30, 2017 and May 31, 2017. Stock-Based Compensation At November 30, 2017, the Company had 714,364 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. The Company recorded stock compensation of $46 and $78 for the three and six months ended November 30, 2017. These issuances reduce the shares available for future grants. Restricted stock During the three months ended November 30, 2017, the Company awarded 47,615 restricted stock awards with time based vesting at a grant date fair value of $2.10 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. In addition, the Company awarded 5,000 restricted stock awards that vested immediately with a fair value of $2.10 per share to members of the board of directors. Compensation expense in the condensed consolidated statements of operations and comprehensive income associated with restricted stock awards totaled $36 and $62 for the three and six month periods ended November 30, 2017, respectively. At November 30, 2017, the unamortized compensation cost of these restricted stock awards totaled $84. The unamortized cost is expected to be recognized over a weighted-average period of 0.8 years as of November 30, 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 November 30, 2017. Up to 100% of the RSUs issued will vest on May 31, 2018, based on the annual operating income attained during the 2018 fiscal year. No expense was recorded during the three and six months ended November 30, 2017 as management believes the targeted annual operating income will not be attained. Stock options During the three months ended November 30, 2017, the Company granted stock options to purchase 12,500 shares of stock at an exercise price of $1.72 per share. 50% of the stock options vested on the issuance date and the remaining 50% vests at the end of the current fiscal year. The following assumptions were used to determine fair value of the stock options awarded: Assumptions used: For the three and six months ended November 30, 2017 Expected term (in years) 5.75 Expected volatility 49.17 % Weighted average risk free interest rate 2.11 % Weighted average expected dividend 0.00 % Weighted average fair value $ 0.82 The Company recorded compensation expense for the stock options of $6 for the three and six months ended November 30, 2017, in the condensed consolidated statements of operations and comprehensive income. As of November 30, 2017, there was $4 of unrecognized compensation cost related to unvested stock option based compensation arrangements under the Plan to be amortized over 0.5 years. Dividends The following table presents details of the Company’s fiscal 2018 and 2017 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 October 6, 2017 $0.0450

6. INCOME TAXES

6. INCOME TAXES	6 Months Ended
	Nov. 30, 2017
Income Taxes
INCOME TAXES	As a result of cumulative losses in recent years, the Company determined that it is not more likely than not that it would realize its deferred tax assets. Accordingly, the Company established a full valuation allowance on its deferred tax assets, which totaled $3,772 and $1,222 as of November 30, 2017 and May 31, 2017, respectively. As a result, the Company has not recognized any deferred tax benefits for its losses for periods subsequent to May 31, 2017. The Company’s effective tax rate was 2.6% for the six months ended November 30, 2017 as compared to 33.4% 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	6 Months Ended
	Nov. 30, 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: Six Months Ended Three Months Ended November 30, November 30, 2017 2016 2017 2016 Numerator: Net loss attributable to National American University Holdings, Inc. $ (7,605 ) $ (2,808 ) $ (3,777 ) $ (752 ) Denominator: Weighted average shares outstanding used to compute basic net income per common share 24,200,096 24,131,231 24,219,884 24,148,355 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 24,200,096 24,131,231 24,219,884 24,148,355 Basic net loss per common share $ (0.31 ) $ (0.12 ) $ (0.16 ) $ (0.03 ) Diluted net loss per common share $ (0.31 ) $ (0.12 ) $ (0.16 ) $ (0.03 ) A total of 200,600 and 190,850 shares of common stock subject to issuance upon exercise of stock options for the three and six months ended November 30, 2017 and November 30, 2016, respectively, have been excluded from the calculation of diluted EPS as the effect would have been anti-dilutive. A total of 47,615 and 328,195 shares of common stock subject to issuance upon vesting of restricted shares for the three and six months ended November 30, 2017 and November 30, 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	6 Months Ended
	Nov. 30, 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, the Company 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 $1,500 plus a $400 working capital calculation less payments made in advance 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.

9. FAIR VALUE MEASUREMENTS

9. FAIR VALUE MEASUREMENTS	6 Months Ended
	Nov. 30, 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 November 30, 2017 Investments: Certificates of deposit $ 0 $ 3,566 $ 0 $ 3,566 Money market accounts included in cash equivalents 648 - - 648 Total assets at fair value $ 648 $ 3,566 $ 0 $ 4,214 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 condensed 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	6 Months Ended
	Nov. 30, 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 has two 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, as the campuses have similar economic and other conditions. 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: Six months ended November 30, 2017 Six months ended November 30, 2016 Consolidated Consolidated NAU Other Total NAU Other Total Revenue: Academic revenue $ 36,684 $ - $ 36,684 $ 39,714 $ - $ 39,714 Auxiliary revenue 1,975 - 1,975 2,808 - 2,808 Rental income -- apartments - 700 700 - 591 591 Condominium sales - 455 455 - - - Total revenue 38,659 1,155 39,814 42,522 591 43,113 Operating expenses: Cost of educational services 13,311 - 13,311 12,965 - 12,965 Selling, general &administrative 29,780 1,036 30,816 31,175 732 31,907 Auxiliary expense 1,393 - 1,393 2,103 - 2,103 Cost of condominium sales - 427 427 - - - Loss on lease termination 362 - 362 - - - Loss (gain) loss on disposition of property 1,036 (41 ) 995 6 - 6 Total operating expenses 45,882 1,422 47,304 46,249 732 46,981 Loss from operations (7,223 ) (267 ) (7,490 ) (3,727 ) (141 ) (3,868 ) Other income (expense): Interest income 44 5 49 36 13 49 Interest expense (417 ) - (417 ) (428 ) - (428 ) Other (expense) income - net (9 ) 96 87 (25 ) 94 69 Total other (expense) income (382 ) 101 (281 ) (417 ) 107 (310 ) Loss before taxes $ (7,605 ) $ (166 ) $ (7,771 ) $ (4,144 ) $ (34 ) $ (4,178 ) As of November 30, 2017 As of November 30, 2016 Consolidated Consolidated NAU Other Total NAU Other Total Total assets $ 36,567 $ 10,083 $ 46,650 $ 52,140 $ 11,447 $ 63,587 Three months ended November 30, 2017 Three months ended November 30, 2016 Consolidated Consolidated NAU Other Total NAU Other Total Revenue: Academic revenue $ 18,494 $ - $ 18,494 $ 20,276 $ - $ 20,276 Auxiliary revenue 931 - 931 1,414 - 1,414 Rental income — apartments - 358 358 - 293 293 Condominium sales - 235 235 - - - Total revenue 19,425 593 20,018 21,690 293 21,983 Operating expenses: Cost of educational services 6,411 - 6,411 6,497 - 6,497 Selling, general &administrative 14,781 527 15,308 15,057 368 15,425 Auxiliary expense 652 - 652 1,054 - 1,054 Cost of condominium sales - 191 191 - - - Loss on lease termination - - - - - - Loss on disposition of property 1,036 - 1,036 - - - Total operating expenses 22,880 718 23,598 22,608 368 22,976 Loss from operations (3,455 ) (125 ) (3,580 ) (918 ) (75 ) (993 ) Other income (expense): Interest income 27 2 29 15 12 27 Interest expense (208 ) - (208 ) (214 ) - (214 ) Other (expense) income - net (4 ) 47 43 (15 ) 47 32 Total other (expense) income (185 ) 49 (136 ) (214 ) 59 (155 ) Loss before taxes $ (3,640 ) $ (76 ) $ (3,716 ) $ (1,132 ) $ (16 ) $ (1,148 )

11. SUBSEQUENT EVENTS

11. SUBSEQUENT EVENTS	6 Months Ended
	Nov. 30, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	We evaluated subsequent events after the balance sheet date through the date the consolidated financial statements were issued. 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 requires us to restrict $1.0 million of our cash balance to the state of New Mexico. The Company established an irrevocable letter of credit, secured by an equal amount of the Company’s cash equivalents, to meet this requirement on December 21, 2017. On December 22, 2017, President Trump signed into law the tax legislation commonly known as the Tax Cuts and Jobs Act (the “Act”). The Company does not expect the tax effects of the Act will have a material impact on the Company’s quarterly and annual consolidated financial statements for fiscal year ending May 31, 2018.

5. STOCKHOLDERS' EQUITY (Tables

5. STOCKHOLDERS' EQUITY (Tables)	6 Months Ended
	Nov. 30, 2017
Equity [Abstract]
Assumptions used to determine fair value of the stock options awarded	Assumptions used: For the three and six months ended November 30, 2017 Expected term (in years) 5.75 Expected volatility 49.17 % Weighted average risk free interest rate 2.11 % Weighted average expected dividend 0.00 % Weighted average fair value $ 0.82
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 October 6, 2017 $0.0450

7. EARNINGS PER SHARE (Tables)

7. EARNINGS PER SHARE (Tables)	6 Months Ended
	Nov. 30, 2017
Earnings Per Share [Abstract]
Reconciliation of Numerator and Denominator for Basic and Diluted EPS Computations	Six Months Ended Three Months Ended November 30, November 30, 2017 2016 2017 2016 Numerator: Net loss attributable to National American University Holdings, Inc. $ (7,605 ) $ (2,808 ) $ (3,777 ) $ (752 ) Denominator: Weighted average shares outstanding used to compute basic net income per common share 24,200,096 24,131,231 24,219,884 24,148,355 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 24,200,096 24,131,231 24,219,884 24,148,355 Basic net loss per common share $ (0.31 ) $ (0.12 ) $ (0.16 ) $ (0.03 ) Diluted net loss per common share $ (0.31 ) $ (0.12 ) $ (0.16 ) $ (0.03 )

9. FAIR VALUE MEASUREMENTS (Tab

9. FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Nov. 30, 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 November 30, 2017 Investments: Certificates of deposit $ 0 $ 3,566 $ 0 $ 3,566 Money market accounts included in cash equivalents 648 - - 648 Total assets at fair value $ 648 $ 3,566 $ 0 $ 4,214 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)	6 Months Ended
	Nov. 30, 2017
Segment Reporting [Abstract]
Financial Information of Reportable Segment	Six months ended November 30, 2017 Six months ended November 30, 2016 Consolidated Consolidated NAU Other Total NAU Other Total Revenue: Academic revenue $ 36,684 $ - $ 36,684 $ 39,714 $ - $ 39,714 Auxiliary revenue 1,975 - 1,975 2,808 - 2,808 Rental income -- apartments - 700 700 - 591 591 Condominium sales - 455 455 - - - Total revenue 38,659 1,155 39,814 42,522 591 43,113 Operating expenses: Cost of educational services 13,311 - 13,311 12,965 - 12,965 Selling, general &administrative 29,780 1,036 30,816 31,175 732 31,907 Auxiliary expense 1,393 - 1,393 2,103 - 2,103 Cost of condominium sales - 427 427 - - - Loss on lease termination 362 - 362 - - - Loss (gain) loss on disposition of property 1,036 (41 ) 995 6 - 6 Total operating expenses 45,882 1,422 47,304 46,249 732 46,981 Loss from operations (7,223 ) (267 ) (7,490 ) (3,727 ) (141 ) (3,868 ) Other income (expense): Interest income 44 5 49 36 13 49 Interest expense (417 ) - (417 ) (428 ) - (428 ) Other (expense) income - net (9 ) 96 87 (25 ) 94 69 Total other (expense) income (382 ) 101 (281 ) (417 ) 107 (310 ) Loss before taxes $ (7,605 ) $ (166 ) $ (7,771 ) $ (4,144 ) $ (34 ) $ (4,178 ) As of November 30, 2017 As of November 30, 2016 Consolidated Consolidated NAU Other Total NAU Other Total Total assets $ 36,567 $ 10,083 $ 46,650 $ 52,140 $ 11,447 $ 63,587 Three months ended November 30, 2017 Three months ended November 30, 2016 Consolidated Consolidated NAU Other Total NAU Other Total Revenue: Academic revenue $ 18,494 $ - $ 18,494 $ 20,276 $ - $ 20,276 Auxiliary revenue 931 - 931 1,414 - 1,414 Rental income — apartments - 358 358 - 293 293 Condominium sales - 235 235 - - - Total revenue 19,425 593 20,018 21,690 293 21,983 Operating expenses: Cost of educational services 6,411 - 6,411 6,497 - 6,497 Selling, general &administrative 14,781 527 15,308 15,057 368 15,425 Auxiliary expense 652 - 652 1,054 - 1,054 Cost of condominium sales - 191 191 - - - Loss on lease termination - - - - - - Loss on disposition of property 1,036 - 1,036 - - - Total operating expenses 22,880 718 23,598 22,608 368 22,976 Loss from operations (3,455 ) (125 ) (3,580 ) (918 ) (75 ) (993 ) Other income (expense): Interest income 27 2 29 15 12 27 Interest expense (208 ) - (208 ) (214 ) - (214 ) Other (expense) income - net (4 ) 47 43 (15 ) 47 32 Total other (expense) income (185 ) 49 (136 ) (214 ) 59 (155 ) Loss before taxes $ (3,640 ) $ (76 ) $ (3,716 ) $ (1,132 ) $ (16 ) $ (1,148 )

4. IMPAIRMENT OF LONG-LIVED A23

4. IMPAIRMENT OF LONG-LIVED ASSETS (Details Narrative) $ in Thousands	6 Months Ended
	Nov. 30, 2017USD ($)
Impairment Of Long-lived Assets Details Narrative
Impairment charge	$ 1,009

5. STOCKHOLDERS EQUITY (Details

5. STOCKHOLDERS EQUITY (Details) - $ / shares	3 Months Ended	6 Months Ended
	Nov. 30, 2017	Nov. 30, 2017
Stockholders Equity Details
Expected term (in years)	5 years 9 months	5 years 9 months
Expected volatility	49.17%	49.17%
Weighted average risk free interest rate	2.11%	2.11%
Weighted average expected dividend	0.00%	0.00%
Weighted average fair value	$ .82	$ .82

5. STOCKHOLDERS EQUITY (Detai25

5. STOCKHOLDERS EQUITY (Details 1)	6 Months Ended
	Nov. 30, 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	$ .045
Period 2 [Member]
Dividends Payable [Line Items]
Date declared	Aug. 8, 2016
Record date	Sep. 30, 2016
Payment date	Oct. 7, 2016
Per share	$ .045
Period 3 [Member]
Dividends Payable [Line Items]
Date declared	Oct. 3, 2016
Record date	Dec. 31, 2016
Payment date	Jan. 13, 2017
Per share	$ .045
Period 4 [Member]
Dividends Payable [Line Items]
Date declared	Jan. 28, 2017
Record date	Mar. 31, 2017
Payment date	Apr. 7, 2017
Per share	$ .045
Period 5 [Member]
Dividends Payable [Line Items]
Date declared	Apr. 13, 2017
Record date	Jun. 30, 2017
Payment date	Jul. 7, 2017
Per share	$ .045
Period 6 [Member]
Dividends Payable [Line Items]
Date declared	Aug. 4, 2017
Record date	Sep. 30, 2017
Payment date	Oct. 6, 2017
Per share	$ .045

5. STOCKHOLDERS EQUITY (Detai26

5. STOCKHOLDERS EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 30, 2017	Aug. 31, 2017	Nov. 30, 2017	May 31, 2018	May 31, 2017
Total Authorized Capital Stock	51,100,000		51,100,000		51,100,000
Common Stock Authorized	50,000,000		50,000,000		50,000,000
Common Stock Par Value	$ 0.0001		$ 0.0001		$ .0001
Common stock, shares outstanding	24,310,482		24,310,482		24,224,924
Preferred Stock Authorized	1,000,000		1,000,000		1,000,000
Preferred Stock Par Value	$ .0001		$ .0001		$ 0.0001
Preferred stock, shares outstanding	0		0		0
Shares available for future grants under its stock-based compensation plans	714,364		714,364
Class A Common Stock [Member]
Common Stock Authorized	100,000		100,000		100,000
Common Stock Par Value	$ 0.0001		$ 0.0001		$ 0.0001
Common stock, shares outstanding	0		0		0
Restricted Stock [Member]
Share based compensation	$ 36		$ 62
Non-vested restricted stock shares	47,615		47,615
Non-vested restricted stock shares, weighted average grant date fair value	$ 2.10		$ 2.10
Unrecognized compensation expense	$ 84
Remaining amortization life			9 months 18 days
Performance-Based RSU's [Member]
RSUs issued		281,250
RSUs, weighted average grant date fair value		$ 2.38
RSUs, compensation expense	0		$ 0
RSUs, percent vested as of 5/31/2018				100.00%
Equity Option [Member]
Share based compensation	6		6
Unrecognized compensation expense	$ 4		$ 4
Remaining amortization life			6 months
Stock options granted	12,500
Stock options granted, weighted average exercise price	$ 1.72
Stock options vested upon issuance	50.00%
Stock options vesting at the end of the current fiscal year	50.00%
Compensation Shares [Member]
Share based compensation	$ 46		$ 78

6. INCOME TAXES (Details Narrat

6. INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Nov. 30, 2017	Nov. 30, 2016	May 31, 2017
Income Taxes Details Narrative
Valuation allowance	$ 3,772		$ 1,222
Effective tax rate	2.60%	33.40%

7. EARNINGS PER SHARE (Details)

7. EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 30, 2017	Nov. 30, 2016	Nov. 30, 2017	Nov. 30, 2016
Numerator:
Net loss attributable to National American University Holdings, Inc.	$ (3,777)	$ (752)	$ (7,605)	$ (2,808)
Denominator:
Weighted average shares outstanding used to compute basic net income per common share	24,219,884	24,148,355	24,200,096	24,131,231
Incremental shares issuable upon the assumed exercise of stock options	0	0	0	0
Incremental shares issuable upon the assumed vesting of restricted shares	0	0	0	0
Common shares used to compute diluted net income per share	24,219,884	24,148,355	24,200,096	24,131,231
Basic net loss per common share	$ (0.16)	$ (0.03)	$ (0.31)	$ (0.12)
Diluted net loss per common share	$ (0.16)	$ (0.03)	$ (0.31)	$ (0.12)

7. EARNINGS PER SHARE (Details

7. EARNINGS PER SHARE (Details Narrative) - shares	3 Months Ended		6 Months Ended
	Nov. 30, 2017	Nov. 30, 2016	Nov. 30, 2017	Nov. 30, 2016
Equity Option [Member]
Computation Of Earnings Per Share Line Items [Line Items]
Number of shares excluded from calculation of diluted EPS	200,600	190,850	200,600	190,850
Restricted Stock [Member]
Computation Of Earnings Per Share Line Items [Line Items]
Number of shares with potentially diluted impact	47,615	328,195	47,615	328,195

8. COMMITMENTS AND CONTINGENC30

8. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended
	Jul. 21, 2017	Nov. 30, 2017	Aug. 01, 2017
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
Loss on termination of lease		$ (457)
Henley-Putnam University
Initial cash payment for acquisition	$ 1,500
Working capital calculation	$ 400

9. FAIR VALUE MEASUREMENTS (Det

9. FAIR VALUE MEASUREMENTS (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands	Nov. 30, 2017	May 31, 2017
Investments
Total assets at fair value	$ 4,214	$ 4,192
Fair Value, Inputs, Level 1 [Member]
Investments
Total assets at fair value	648	9
Fair Value, Inputs, Level 2 [Member]
Investments
Total assets at fair value	3,566	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	3,566	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	3,566	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	648	9
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Investments
Total assets at fair value	648	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 (D32

9. FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) $ in Thousands	Nov. 30, 2017	May 31, 2017
Fair Value Measurements Details Narrative
Estimated fair value of capital lease obligations	$ 11,411	$ 11,568

10. SEGMENT REPORTING (Details)

10. SEGMENT REPORTING (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 30, 2017	Nov. 30, 2016	Nov. 30, 2017	Nov. 30, 2016	May 31, 2017
REVENUE:
Academic revenue	$ 18,494	$ 20,276	$ 36,684	$ 39,714
Auxiliary revenue	931	1,414	1,975	2,808
Rental income - apartments	358	293	700	591
Condominium sales	235	0	455	0
Total revenue	20,018	21,983	39,814	43,113
OPERATING EXPENSES:
Cost of educational services	6,411	6,497	13,311	12,965
Selling, general & administrative	15,308	15,425	30,816	31,907
Auxiliary expense	652	1,054	1,393	2,103
Cost of condominium sales	191	0	427	0
Loss on lease termination	0	0	362	0
Loss (gain) loss on disposition of property and equipment	1,036	0	995	6
Total operating expenses	23,598	22,976	47,304	46,981
Loss from operations	(3,580)	(993)	(7,490)	(3,868)
OTHER INCOME (EXPENSE):
Interest income	29	27	49	49
Interest expense	(208)	(214)	(417)	(428)
Other (expense) income - net	43	32	87	69
Total other (expense) income	(136)	(155)	(281)	(310)
Loss before taxes	(3,716)	(1,148)	(7,771)	(4,178)
Total assets	46,650	63,587	46,650	63,587	$ 57,592
Nau [Member]
REVENUE:
Academic revenue	18,494	20,276	36,684	39,714
Auxiliary revenue	931	1,414	1,975	2,808
Rental income - apartments	0	0	0	0
Condominium sales	0	0	0	0
Total revenue	19,425	21,690	38,659	42,522
OPERATING EXPENSES:
Cost of educational services	6,411	6,497	13,311	12,965
Selling, general & administrative	14,781	15,057	29,780	31,175
Auxiliary expense	652	1,054	1,393	2,103
Cost of condominium sales	0	0	0	0
Loss on lease termination	0	0	362	0
Loss (gain) loss on disposition of property and equipment	1,036	0	1,036	6
Total operating expenses	22,880	22,608	45,882	46,249
Loss from operations	(3,455)	(918)	(7,223)	(3,727)
OTHER INCOME (EXPENSE):
Interest income	27	15	44	36
Interest expense	(208)	(214)	(417)	(428)
Other (expense) income - net	(4)	(15)	(9)	(25)
Total other (expense) income	(185)	(214)	(382)	(417)
Loss before taxes	(3,640)	(1,132)	(7,605)	(4,144)
Total assets	36,567	52,140	36,567	52,140
Other Segments [Member]
REVENUE:
Academic revenue	0	0	0	0
Auxiliary revenue	0	0	0	0
Rental income - apartments	358	293	700	591
Condominium sales	235	0	455	0
Total revenue	593	293	1,155	591
OPERATING EXPENSES:
Cost of educational services	0	0	0	0
Selling, general & administrative	527	368	1,036	732
Auxiliary expense	0	0	0	0
Cost of condominium sales	191	0	427	0
Loss on lease termination	0	0	0	0
Loss (gain) loss on disposition of property and equipment	0	0	(41)	0
Total operating expenses	718	368	1,422	732
Loss from operations	(125)	(75)	(267)	(141)
OTHER INCOME (EXPENSE):
Interest income	2	12	5	13
Interest expense	0	0	0	0
Other (expense) income - net	47	47	96	94
Total other (expense) income	49	59	101	107
Loss before taxes	(76)	(16)	(166)	(34)
Total assets	$ 10,083	$ 11,447	$ 10,083	$ 11,447

11. SUBSEQUENT EVENTS (Details

11. SUBSEQUENT EVENTS (Details Narrative) $ in Thousands	3 Months Ended
	Aug. 31, 2017USD ($)
Subsequent Events Details Narrative
Requirement of restricted cash	$ 1,000