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, 24,344,122 and 24,224,924 shares of common stock were outstanding as of May 31, 2018 and 2017, respectively. No shares of preferred stock or Class A common stock were outstanding at May 31, 2018 and 2017. 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 two 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, 2018, 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, 2018, 217,335 shares of common stock remain available for issuance under the Plan. In October 2013, the Company’s Board of Directors adopted the 2013 Restricted Stock Unit Plan (the “2013 Plan”) authorizing the issuance of up to 750,000 shares of the Company’s stock to participants in the 2013 Plan. The Company may grant restricted stock awards or restricted stock units to aid in recruiting and retaining employees, officers, directors and other consultants. Restricted stock awards accrue dividends that are paid when the shares vest. Restricted stock unit awards do not accrue dividends prior to vesting. Restricted stock grants are issued at prices determined by the compensation committee, generally equal to the closing price of the stock on the date of the grant and vest over various terms. Shares forfeited or canceled are eligible for reissuance under the Plan. At May 31, 2018, 750,000 shares of common stock remain available for issuance under the 2013 Plan. The Company’s board of directors has approved the termination of the 2013 Plan subject to the approval by the stockholders of the National American University Holdings, Inc. 2018 Stock Option and Compensation Plan at the 2018 Annual Meeting of Stockholders. Restricted Stock The fair value of restricted stock awards was calculated using the Company’s stock price as of the associated grant date, and the expense is accrued ratably over the vesting period of the award. During the year ended May 31, 2017, the Company awarded 46,945 restricted stock awards with time based vesting at a grant date fair value of $1.96 per share to members of the board of directors. Shares vest one year from the October 20, 2016 grant date and require board service for the entire year. During the year ended May 31, 2018, the Company awarded 52,615 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. 5,000 shares vested upon issuance on October 3, 2017 and 47,615 shares vest one year from the October 3, 2017 grant date and require board service for the entire year. Compensation expense associated with restricted stock awards, totaled $112, $91 and $116 for the years ended May 31, 2018, 2017 and 2016, respectively. At May 31, 2018, unamortized compensation cost of restricted stock awards totaled $34. The unamortized cost is expected to be recognized over a weighted-average period of 0.3 years as of May 31, 2018. A summary of restricted share awards activity as of May 31, 2018 and 2017, 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, 2016 40,485 $ 2.47 Granted 46,945 1.96 Vested (40,485 ) 2.47 Forfeited 0 0 Non-vested shares at May 31, 2017 46,945 $ 1.96 Granted 52,615 2.10 Vested (51,945 ) 1.97 Forfeited 0 0 Non-vested shares at May 31, 2018 47,615 $ 2.10 Restricted Stock Units During the quarter ended August 31, 2016, the Company issued 281,250 restricted stock units (“RSUs”) with performance-based vesting under the 2013 Plan. The number of shares to be earned was determined by the Company’s profitability and other operating metrics during the year ended May 31, 2017. The grant date fair value of the RSUs was $1.93 per share. No expense was recorded as targeted profitability and operating metrics were not attained and all shares were canceled on May 31, 2017. During the quarter ended August 31, 2017, the Company issued 281,250 restricted stock units with performance-based vesting under the 2013 Plan. The number of shares to be earned was determined by the Company’s profitability and other operating metrics during the year ended May 31, 2018. The grant date fair value of the RSUs was $2.38 per share. No expense was recorded as targeted profitability and operating metrics were not attained and all shares were canceled on May 31, 2018. 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 loss associated with these unrestricted stock issuances totaled $121, $60 and $320, respectively, for the years ended May 31, 2018, 2017, and 2016. 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, 2018 and 2017, the following assumptions were used to determine fair value: Assumptions used: 2018 2017 Expected term (in years) 5.75 5.75 Weighted average expected volatility 48.75 % 50.65 % Expected volatility range 48.15-49.14 % 50.65-50.65 % Weighted average risk free interest rate 2.29 % 1.37 % Risk free interest rate range 2.11 – 2.57 % 1.37 - 1.37 % Weighted average expected dividend 0.00 % 8.60 % Expected dividend range 0.00 – 0.00 % 8.60 – 8.60 % Weighted average fair value $ 0.72 $ 0.41 Expected volatilities are based on historic volatilities from the Company’s traded shares. 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, 2018 and 2017, 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, 2016 192,350 $ 4.11 8.4 $ 0 Granted 12,500 1.96 Exercised 0 0 Forfeited or canceled (14,000 ) 5.80 Outstanding at May 31, 2017 190,850 $ 3.85 7.6 $ 7 Exercisable at May 31, 2017 190,850 $ 3.85 7.6 $ 7 Outstanding at May 31, 2017 190,850 $ 3.85 7.6 $ 7 Granted 20,500 1.51 Exercised 0 0 Forfeited or canceled (18,000 ) 3.83 Outstanding at May 31, 2018 193,350 $ 3.54 6.9 $ 0 Exercisable at May 31, 2018 189,350 $ 3.59 6.9 $ 0 The Company recorded compensation expense for stock options of $12, $5 and $121, for the years ended May 31, 2018, 2017 and 2016, respectively, in the consolidated statements of operations and comprehensive loss. As of May 31, 2018, there is unrecognized compensation cost of $2 related to unvested stock option-based compensation arrangements granted under the Plan. The unamortized cost is expected to be recognized over a weighted-average period of 1.0 year as of May 31, 2018. The Company plans to issue new shares as settlement of options exercised. There were no options exercised during the years ended May 31, 2018 or 2017. 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 |