National American University (NAUH) 10-Q 6 Apr 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Feb. 28, 2018	Mar. 29, 2018
Document And Entity Information [Abstract]
Entity Registrant Name	National American University Holdings, Inc.
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Feb. 28, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
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		24,330,914

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands	Feb. 28, 2018	May 31, 2017
CURRENT ASSETS:
Cash and cash equivalents	$ 4,638	$ 11,974
Available for sale investments	0	4,183
Student receivables — net of allowance of $686 and $1,195 at February 28, 2018 and May 31, 2017, respectively	3,586	2,895
Other receivables	724	458
Income taxes receivable	2,397	2,301
Prepaid and other current assets	1,638	1,649
Total current assets	12,983	23,460
Total property and equipment - net	27,194	31,318
OTHER ASSETS:
Restricted certificate of deposit	1,250	0
Condominium inventory	190	621
Land held for future development	229	229
Course development — net of accumulated amortization of $3,465 and $3,322 at February 28, 2018 and May 31, 2017, respectively	812	1,111
Other	597	853
Total other assets	3,078	2,814
TOTAL	43,255	57,592
CURRENT LIABILITIES:
Current portion of capital lease payable	367	331
Accounts payable	2,643	3,076
Dividends payable	0	1,094
Income taxes payable	105	113
Deferred income	3,312	1,691
Accrued and other liabilities	5,240	5,906
Total current liabilities	11,667	12,211
DEFERRED INCOME TAXES	0	194
OTHER LONG-TERM LIABILITIES	2,870	4,010
CAPITAL LEASE PAYABLE, NET OF CURRENT PORTION	10,957	11,237
COMMITMENTS AND CONTINGENCIES (Note 9)
STOCKHOLDERS' EQUITY:
Common stock, $0.0001 par value (50,000,000 authorized; 28,670,095 issued and 24,330,914 outstanding as of February 28, 2018; 28,557,968 issued and 24,224,924 outstanding as of May 31, 2017)	3	3
Additional paid-in capital	59,258	59,060
Accumulated deficit	(19,024)	(6,622)
Treasury stock, at cost (4,339,181 shares at February 28, 2018 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	0	(4)
Total National American University Holdings, Inc. stockholders' equity	17,743	29,956
Non-controlling interest	18	(16)
Total stockholders' equity	17,761	29,940
TOTAL	$ 43,255	$ 57,592

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands	Feb. 28, 2018	May 31, 2017
Statement of Financial Position [Abstract]
Allowance for student receivables	$ 686	$ 1,195
Accumulated amortization of course development	$ 3,465	$ 3,322
Common stock, par value	$ 0.0001	$ .0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	28,670,095	28,557,968
Common stock, shares outstanding	24,330,914	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		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017
REVENUE:
Academic revenue	$ 16,923	$ 20,158	$ 53,607	$ 59,872
Auxiliary revenue	955	891	2,930	3,699
Rental income — apartments	349	282	1,049	873
Condominium sales	0	0	455	0
Total revenue	18,227	21,331	58,041	64,444
OPERATING EXPENSES:
Cost of educational services	6,234	7,629	19,545	20,594
Selling, general and administrative	13,817	15,321	44,633	47,228
Auxiliary expense	686	591	2,079	2,694
Cost of condominium sales	0	0	427	0
Loss on lease termination	0	0	362	0
Loss on impairment and disposition of property	1,076	2	2,071	8
Total operating expenses	21,813	23,543	69,117	70,524
OPERATING LOSS	(3,586)	(2,212)	(11,076)	(6,080)
OTHER INCOME (EXPENSE):
Interest income	14	28	63	77
Interest expense	(211)	(211)	(628)	(639)
Other income — net	8	14	95	83
Total other expense	(189)	(169)	(470)	(479)
LOSS BEFORE INCOME TAXES	(3,775)	(2,381)	(11,546)	(6,559)
INCOME TAX BENEFIT (EXPENSE)	83	(143)	268	1,254
NET LOSS	(3,692)	(2,524)	(11,278)	(5,305)
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST	(15)	(12)	(34)	(39)
NET LOSS ATTRIBUTABLE TO NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. AND SUBSIDIARIES	(3,707)	(2,536)	(11,312)	(5,344)
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX - Unrealized gains (losses) on investments, net of tax benefit (expense)	11	3	4	(2)
COMPREHENSIVE LOSS ATTRIBUTABLE TO NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.	$ (3,696)	$ (2,533)	$ (11,308)	$ (5,346)
Basic net loss per share attributable to National American University Holdings, Inc.	$ (0.15)	$ (0.10)	$ (0.47)	$ (0.22)
Diluted net loss per share attributable to National American University Holdings, Inc.	$ (0.15)	$ (0.10)	$ (0.47)	$ (0.22)
Basic weighted average shares outstanding	24,269,158	24,177,979	24,222,864	24,146,643
Diluted weighted average shares outstanding	24,269,158	24,177,979	24,222,864	24,146,643

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		143					143
Dividends declared			(3,270)				(3,270)
Net (loss) income			(5,344)			39	(5,305)
Other comprehensive income (loss), net of tax					(2)		(2)
Ending Balance at Feb. 28, 2017	3	59,036	(4,602)	(22,481)	(4)	(25)	31,927
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		198					198
Dividends declared			(1,090)				(1,090)
Net (loss) income			(11,312)			34	(11,278)
Other comprehensive income (loss), net of tax					4		4
Ending Balance at Feb. 28, 2018	$ 3	$ 59,258	$ (19,024)	$ (22,494)	$ 0	$ 18	$ 17,761

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - shares	9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017
Statement of Stockholders' Equity [Abstract]
Number of common shares for treasury	6,137	1,887

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (11,278)	$ (5,305)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation and amortization	3,577	3,857
Loss on lease termination	362	0
Loss on impairment and disposition of property	2,071	8
Realized loss on sale of available-for-sale investments	16	0
Provision for uncollectable tuition	1,775	2,822
Noncash compensation expense	198	143
Deferred income taxes	(194)	1,374
Changes in assets and liabilities:
Student and other receivables	(2,732)	(3,573)
Prepaid and other current assets	11	(523)
Condominium inventory	431	0
Other assets	96	211
Income tax receivable/payable	(104)	78
Accounts payable	17	(553)
Deferred income	1,621	(59)
Accrued and other liabilities	(737)	(193)
Other long-term liabilities	(1,431)	(605)
Net cash flows used in operating activities	(6,301)	(2,318)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available for sale investments	(1,747)	(5,985)
Proceeds from sale of available for sale investments	4,668	3,916
Purchases of property and equipment	(1,695)	(3,834)
Proceeds from sale of property and equipment	210	0
Course development	(186)	(472)
Payments received on contract for deed	133	5
Other	23	46
Net cash flows provided by (used in) investing activities	1,406	(6,324)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of capital lease payable	(244)	(209)
Purchase of treasury stock	(13)	(4)
Dividends paid	(2,184)	(3,267)
Net cash flows used in financing activities	(2,441)	(3,480)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(7,336)	(12,122)
CASH AND CASH EQUIVALENTS - Beginning of year	11,974	21,713
CASH AND CASH EQUIVALENTS - End of period	4,638	9,591
SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION:
Cash paid (received) for income taxes	30	(2,706)
Cash paid for interest	630	641
Property and equipment purchases included in accounts payable	0	283
Dividends declared and unpaid at February 28, 2018 and 2017	$ 0	$ 1,093

1. STATEMENT PRESENTATION AND B

1. STATEMENT PRESENTATION AND BASIS OF CONSOLIDATION	9 Months Ended
	Feb. 28, 2018
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 (“Fairway Hills”), 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 nine month periods ended February 28, 2018 and 2017 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 Financial Condition and Liquidity At February 28, 2018 and May 31, 2017, cash, cash equivalents, and marketable investments were $4,638 and $16,157., respectively. For the nine months ended February 28, 2018 and 2017, cash used in operating activities was $6,301 and $2,318, respectively. During the same period, the Company generated revenues of $58,041 and $64,444, and incurred operating expenses of $69,117 and $70,524, respectively. Included within the operating expenses for the nine months ended February 28, 2018 and 2017, are non-cash expenses, related to depreciation and amortization expenses of $3,577 and $3,857, and losses on impairment and disposition of property of $2,071 and $8, respectively. Our working capital remains positive at $1,316 at February 28, 2018. We have taken steps to strengthen our cash flow position with focus on improving our enrollment trend and reducing our operating expenses. To improve our enrollment trend, we focused on creating and developing new programs as well as assisting students impacted by schools that have closed or have announced that they are discontinuing enrollments. During the quarter ended February 28, 2018, we signed a transfer contract with Zenith, and the estimated revenue for this content related to the fiscal quarter ended February 28, 2018 was approximately $2,100. To reduce our operating expenses, we executed cost-cutting initiatives to better align our costs with the decreasing enrollments, and we started to see the reduction in operating costs in the quarter ended February 28, 2018. Total operating expenses were $21,813 for the quarter ended February 28, 2018, compared to $23,543 for the quarter ended February 28, 2017. Without taking into considerations the non-cash impairment charge of $1,076, we reduced our operating expenses quarter over quarter by $2,804. We ceased declaring dividends during the first quarter of fiscal year 2018, and we did not carry out any major capital projects during 2018. We also plan on seeking additional financing to help with our cash reserve. We believe that the actions we have taken to reduce enrollment declines and operating expenses, together with the Company’s existing cash resources, will be sufficient to meet the Company’s cash requirements for at least one year after issuance of these financial statements. There is no assurance, however, that the Company will achieve its enrollment and revenue plans, which would negatively impact its near-term liquidity needs. Further, there is no assurance that the Company will become profitable and generate positive operating cash flow, or that it will be able to obtain additional financing when needed or on terms acceptable to the Company.

2. NATURE OF OPERATIONS

2. NATURE OF OPERATIONS	9 Months Ended
	Feb. 28, 2018
Accounting Policies [Abstract]
NATURE OF OPERATIONS	The Company, through Dlorah, owns and operates National American University. NAU is a regionally accredited, proprietary, multi-location 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	9 Months Ended
	Feb. 28, 2018
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), which supersedes FASB ASC Topic 840, 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. STUDENT RECEIVABLES, NET

4. STUDENT RECEIVABLES, NET	9 Months Ended
	Feb. 28, 2018
Accounts Receivable, Net [Abstract]
STUDENT RECEIVABLES, NET	Student receivables, net consist of the following as of the respective period ends: February 28, May 31, 2018 2017 Student accounts receivable $ 4,272 $ 4,090 Less allowance for doubtful accounts (686 ) (1,195 ) Student receivables, net $ 3,586 $ 2,895 Student accounts receivable is composed primarily of amounts due related to tuition and educational services. The following summarizes the activity in allowance for doubtful accounts for the respective periods: Three Months Ended February 28, Nine Months Ended February 28, 2018 2017 2018 2017 Beginning allowance for doubtful accounts $ 843 $ 1,041 $ 1,195 $ 723 Provisions for uncollectible accounts receivable 496 934 1,775 2,822 Write-offs, net of recoveries (653 ) (791 ) (2,284 ) (2,361 ) Ending allowance for doubtful accounts $ 686 $ 1,184 $ 686 $ 1,184

5. IMPAIRMENT OF LONG-LIVED ASS

5. IMPAIRMENT OF LONG-LIVED ASSETS	9 Months Ended
	Feb. 28, 2018
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 review of assets for impairment, management determined the estimated future undiscounted cash flows associated with the assets of the Houston, Minnetonka, Bloomington, Brooklyn Center and Burnsville locations 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 during the three months ended November 30, 2017. The impairment charges are included in loss on impairment and disposition of property, within the NAU segment, in the condensed consolidated financial statements. During the quarter ended February 28, 2018, ten locations (including the four Minnesota locations above) were consolidated into other locations. In addition, the Wichita West location was closed down as the result of a fire. An additional impairment charge of $790 was recorded during the three months ended February 28, 2018 as a result of these events. The impairment charges are included in loss on impairment and disposition of property, within the NAU segment, in the condensed consolidated financial statements. During the nine months ended February 28, 2017, there were no impairment charges.

6. STOCKHOLDERS' EQUITY

6. STOCKHOLDERS' EQUITY	9 Months Ended
	Feb. 28, 2018
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, 24,330,914 and 24,224,924 shares of common stock were outstanding as of February 28, 2018 and May 31, 2017, respectively. No shares of preferred stock or Class A common stock were outstanding at February 28, 2018 and May 31, 2017. Stock-Based Compensation At February 28, 2018, the Company had 723,557 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. These issuances reduce the shares available for future grants. In addition, the Company settles a portion of the compensation in stock which totaled $25 and $103 for the three and nine months ended February 28, 2018. Restricted stock During the three and nine months ended February 28, 2018, the Company awarded zero and 47,615 restricted stock awards, respectively, 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, during the three and nine months ended February 28, 2018, zero and 5,000 restricted stock awards, respectively, that vested immediately with a fair value of $2.10 per share were awarded 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 $25 and $87 for the three and nine–month periods ended February 28, 2018, respectively. At February 28, 2018, the unamortized compensation cost of these restricted stock awards totaled $59. The unamortized cost is expected to be recognized over a weighted-average period of 0.6 years as of February 28, 2018. 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. As of February 28, 2018, 253,250 of the RSUs issued remain outstanding. Up to 100% of the remaining RSUs outstanding 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 nine months ended February 28, 2018 as management believes the targeted annual operating income will not be attained. Stock options During the three months ended February 28, 2018, the Company granted stock options to purchase 8,000 shares of stock at an exercise price of $1.17 per share. 50% of the shares vest on June 1, 2018 and the remaining 50% vests on June 1, 2019. 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. There were no stock options exercised during the three and nine months ended February 28, 2018. The following assumptions were used to determine fair value of the stock options awarded: Assumptions used: For the three and nine months ended Expected term (in years) 5.75 - 5.75 Expected volatility 49.14% - 49.17% Weighted average risk free interest rate 2.11% - 2.11% Weighted average expected dividend 0.00% - 0.00% Weighted average fair value $.72 - $.82 The Company recorded compensation expense for the stock options of $2 and $8 for the three and nine months ended February 28, 2018, respectively, in the condensed consolidated statements of operations and comprehensive income. As of February 28, 2018, there was $6 of unrecognized compensation cost related to unvested stock option based compensation arrangements under the Plan to be amortized over 0.9 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

7. INCOME TAXES

7. INCOME TAXES	9 Months Ended
	Feb. 28, 2018
Income Taxes
INCOME TAXES	The total net loss for the nine months ended February 28, 2018 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, a valuation allowance totaling $3,503 was recorded at February 28, 2018. Similarly, a valuation allowance totaling $1,222 was recorded at May 31, 2017, and was included in net 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 2.3% for the nine months ended February 28, 2018 as compared to 19.1% for the corresponding period in 2017. 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. The Tax Cuts and Jobs Act of 2017 was signed into law on December 22, 2017. The law includes significant changes to the U.S. corporate income tax system, including a Federal corporate rate reduction from 35% to 21%. The Company has recorded an income tax expense of $1,125 due to a re-measurement of deferred tax assets and liabilities; however, this has been offset by the valuation allowance noted above.

8. EARNINGS PER SHARE

8. EARNINGS PER SHARE	9 Months Ended
	Feb. 28, 2018
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, 2018 2017 2018 2017 Numerator: Net loss attributable to National American University Holdings, Inc. $ (11,312 ) $ (5,344 ) $ (3,707 ) $ (2,536 ) Denominator: Weighted average shares outstanding used to compute basic net income per common share 24,222,864 24,146,643 24,269,158 24,177,979 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 24,222,864 24,146,643 24,269,158 24,177,979 Basic net loss per common share $ (0.47 ) $ (0.22 ) $ (0.15 ) $ (0.10 ) Diluted net loss per common share $ (0.47 ) $ (0.22 ) $ (0.15 ) $ (0.10 ) A total of 206,975 and 190,850 shares of common stock subject to issuance upon exercise of stock options for the three and nine months ended February 28, 2018 and February 28, 2017, 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 nine months ended February 28, 2018 and February 29, 2017, respectively, have been excluded from the calculation of diluted EPS as the effect would have been anti-dilutive.

9. COMMITMENTS AND CONTINGENCIE

9. COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Feb. 28, 2018
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 $1,626. The transaction closed on March 21, 2018. During the fiscal quarter ended February 28, 2018, the Company entered into an irrevocable letter of credit with Great Western Bank for $1,000. The agreement expires December 19, 2018, bears interest at 0.5% over the prime rate, and is secured by a restricted certificate of deposit totaling $1,250 at February 28, 2018. The letter of credit was required by the state of New Mexico in an amount set by the New Mexico Department of Higher Education.

10. FAIR VALUE MEASUREMENTS

10. FAIR VALUE MEASUREMENTS	9 Months Ended
	Feb. 28, 2018
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 February 28, 2018 Investments: Restricted certificates of deposit $ - $ 1,250 $ - $ 1,250 Total assets at fair value $ - $ 1,250 $ - $ 1,250 May 31, 2017 Investments: Certificates of deposit $ - $ 4,183 $ - $ 4,183 Money market accounts included in cash equivalents 9 - - 9 Total assets at fair value $ 9 $ 4,183 $ - $ 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:

11. SEGMENT REPORTING

11. SEGMENT REPORTING	9 Months Ended
	Feb. 28, 2018
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 maker, 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 location to be an operating segment, and they are aggregated into the NAU segment for financial reporting purposes, as the locations 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: Nine months ended February 28, 2018 Nine months ended February 28, 2017 Consolidated Consolidated NAU Other Total NAU Other Total Revenue: Academic revenue $ 53,607 $ - $ 53,607 $ 59,872 $ - $ 59,872 Auxiliary revenue 2,930 - 2,930 3,699 - 3,699 Rental income -- apartments - 1,049 1,049 - 873 873 Condominium sales - 455 455 - - - Total revenue 56,537 1,504 58,041 63,571 873 64,444 Operating expenses: Cost of educational services 19,545 - 19,545 20,594 - 20,594 Selling, general &administrative 43,166 1,467 44,633 46,155 1,073 47,228 Auxiliary expense 2,079 - 2,079 2,694 - 2,694 Cost of condominium sales - 427 427 - - - (Gain) loss on disposition of - - - - property 2,112 (41 ) 2,071 Loss on lease termination 362 - 362 8 - 8 Total operating expenses 67,264 1,853 69,117 69,451 1,073 70,524 Loss from operations (10,727 ) (349 ) (11,076 ) (5,880 ) (200 ) (6,080 ) Other income (expense): Interest income 58 5 63 56 21 77 Interest expense (628 ) - (628 ) (639 ) - (639 ) Other (expense) income - net (49 ) 144 95 (60 ) 143 83 Total other (expense) income (619 ) 149 (470 ) (643 ) 164 (479 ) Loss before income taxes $ (11,346 ) $ (200 ) $ (11,546 ) $ (6,523 ) $ (36 ) $ (6,559 ) As of February 28, 2018 As of February 28, 2017 Consolidated Consolidated NAU Other Total NAU Other Total Total assets $ 31,851 $ 11,404 $ 43,255 $ 46,978 $ 12,644 $ 59,622 Three months ended February 28, 2018 Three months ended February 28, 2017 Consolidated Consolidated NAU Other Total NAU Other Total Revenue: Academic revenue $ 16,923 $ - $ 16,923 $ 20,158 $ - $ 20,158 Auxiliary revenue 955 - 955 891 - 891 Rental income — apartments - 349 349 - 282 282 Condominium sales - - - - - - Total revenue 17,878 349 18,227 21,049 282 21,331 Operating expenses: Cost of educational services 6,234 - 6,234 7,629 - 7,629 Selling, general &administrative 13,386 431 13,817 14,980 341 15,321 Auxiliary expense 686 - 686 591 - 591 Loss on disposition of property 1,076 - 1,076 2 - 2 Total operating expenses 21,382 431 21,813 23,202 341 23,543 Loss from operations (3,504 ) (82 ) (3,586 ) (2,153 ) (59 ) (2,212 ) Other income (expense): Interest income 14 - 14 20 8 28 Interest expense (211 ) - (211 ) (211 ) - (211 ) Other (expense) income - net (40 ) 48 8 (35 ) 49 14 Total other (expense) income (237 ) 48 (189 ) (226 ) 57 (169 ) Loss before income taxes $ (3,741 ) $ (34 ) $ (3,775 ) $ (2,379 ) $ (2 ) $ (2,381 )

12. REGULATORY MATTERS

12. REGULATORY MATTERS	9 Months Ended
	Feb. 28, 2018
Regulatory Matters
REGULATORY MATTERS	Financial Responsibility Composite Score To participate in Title IV programs, the U.S. Department of Education (the “Department”) regulations specify that an eligible institution of higher education must satisfy specific measures of financial responsibility prescribed by the Department, or post a letter of credit in favor of the Department and accept other conditions on its participation in Title IV programs. Pursuant to the Title IV program regulations, each eligible institution must satisfy a measure of financial responsibility that is based on a weighted average of the following three annual ratios which assess the financial condition of the institution: ● Primary Reserve Ratio - measure of an institution’s financial viability and liquidity; ● Equity Ratio - measure of an institution’s capital resources and its ability to borrow; and ● Net Income Ratio - measure of an institution’s profitability. These ratios provide three individual scores which are converted into a single composite score. The maximum composite score is 3.0. If an institution’s composite score is at least 1.5, it is considered financially responsible. If an institution’s composite score is less than 1.5 but is 1.0 or higher, it is still considered financially responsible, and the institution may continue to participate as a financially responsible institution for up to three years under the Department’s “zone” alternative. Under the zone alternative, the Department may subject the institution to various operating or other requirements, which may include being transferred from the “advance” method of payment of Title IV program funds to the heightened cash monitoring payment method under which the institution is required to make Title IV disbursements to eligible students and parents before it requests or receives funds from the Department for the amount of those disbursements, or being transferred to the more onerous reimbursement payment method under which an institution must submit to the Department documentation demonstrating the eligibility for each Title IV disbursement and wait for the Department’s approval before drawing down Title IV funds. If an institution does not achieve a composite score of at least 1.0, it is subject to additional requirements in order to continue its participation in the Title IV programs, including submitting to the Department a letter of credit in an amount equal to at least ten percent, and at the Department’s discretion up to 50%, of the Title IV funds received by the institution during its most recently completed fiscal year, and being placed on provisional certification status, under which the institution must receive Department approval before implementing new locations or educational programs and comply with other restrictions, including reduced due process rights in subsequent proceedings before the Department. In addition, under regulations that took effect on July 1, 2016, institutions placed on either the heightened cash monitoring payment method or the reimbursement payment method must pay Title IV credit balances to students and parents before requesting Title IV funds from the Department and may not hold Title IV credit balances on behalf of students or parents, even if such balances are expected to be applied to future tuition payments. Our audited financial statements for the fiscal years ended May 31, 2017 and May 31, 2016 indicated our composite scores for such fiscal years were 1.8 and 1.8, respectively, which are sufficient to be deemed financially responsible under the Department of Education’s requirements. During the nine months ended February 28, 2018 the Company experienced revenue declines and was in a loss position. If the decline in the Company’s financial position continues, our composite score for the fiscal year ending May 31, 2018 could fall below 1.5.

13. SUBSEQUENT EVENTS

13. SUBSEQUENT EVENTS	9 Months Ended
	Feb. 28, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	We evaluated subsequent events after the balance sheet date through the date the consolidated financial statements were issued. On March 21, 2018, the Company acquired 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 $1,626. Due to the timing of the transaction closure, the Company has not completed the purchase price allocation. On March 23, 2018, the company received $2,252 of its $2,397 income taxes receivable.

4. STUDENT RECEIVABLES, NET (Ta

4. STUDENT RECEIVABLES, NET (Tables)	9 Months Ended
	Feb. 28, 2018
Student Receivables Net Tables
Schedule of Student Receivables	February 28, May 31, 2018 2017 Student accounts receivable $ 4,272 $ 4,090 Less allowance for doubtful accounts (686 ) (1,195 ) Student receivables, net $ 3,586 $ 2,895
Summary of the Student Receivables Allowance for Doubtful Accounts Activity	Three Months Ended February 28, Nine Months Ended February 28, 2018 2017 2018 2017 Beginning allowance for doubtful accounts $ 843 $ 1,041 $ 1,195 $ 723 Provisions for uncollectible accounts receivable 496 934 1,775 2,822 Write-offs, net of recoveries (653 ) (791 ) (2,284 ) (2,361 ) Ending allowance for doubtful accounts $ 686 $ 1,184 $ 686 $ 1,184

6. STOCKHOLDERS' EQUITY (Tables

6. STOCKHOLDERS' EQUITY (Tables)	9 Months Ended
	Feb. 28, 2018
Equity [Abstract]
Assumptions Used to Determine Fair Value of the Stock Options Awarded	Assumptions used: For the three and nine months ended Expected term (in years) 5.75 - 5.75 Expected volatility 49.14% - 49.17% Weighted average risk free interest rate 2.11% - 2.11% Weighted average expected dividend 0.00% - 0.00% Weighted average fair value $.72 - $.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

8. EARNINGS PER SHARE (Tables)

8. EARNINGS PER SHARE (Tables)	9 Months Ended
	Feb. 28, 2018
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, 2018 2017 2018 2017 Numerator: Net loss attributable to National American University Holdings, Inc. $ (11,312 ) $ (5,344 ) $ (3,707 ) $ (2,536 ) Denominator: Weighted average shares outstanding used to compute basic net income per common share 24,222,864 24,146,643 24,269,158 24,177,979 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 24,222,864 24,146,643 24,269,158 24,177,979 Basic net loss per common share $ (0.47 ) $ (0.22 ) $ (0.15 ) $ (0.10 ) Diluted net loss per common share $ (0.47 ) $ (0.22 ) $ (0.15 ) $ (0.10 )

10. FAIR VALUE MEASUREMENTS (Ta

10. FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Feb. 28, 2018
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 February 28, 2018 Investments: Restricted certificates of deposit $ - $ 1,250 $ - $ 1,250 Total assets at fair value $ - $ 1,250 $ - $ 1,250 May 31, 2017 Investments: Certificates of deposit $ - $ 4,183 $ - $ 4,183 Money market accounts included in cash equivalents 9 - - 9 Total assets at fair value $ 9 $ 4,183 $ - $ 4,192

11. SEGMENT REPORTING (Tables)

11. SEGMENT REPORTING (Tables)	9 Months Ended
	Feb. 28, 2018
Segment Reporting [Abstract]
Financial Information of Reportable Segment	Nine months ended February 28, 2018 Nine months ended February 28, 2017 Consolidated Consolidated NAU Other Total NAU Other Total Revenue: Academic revenue $ 53,607 $ - $ 53,607 $ 59,872 $ - $ 59,872 Auxiliary revenue 2,930 - 2,930 3,699 - 3,699 Rental income -- apartments - 1,049 1,049 - 873 873 Condominium sales - 455 455 - - - Total revenue 56,537 1,504 58,041 63,571 873 64,444 Operating expenses: Cost of educational services 19,545 - 19,545 20,594 - 20,594 Selling, general &administrative 43,166 1,467 44,633 46,155 1,073 47,228 Auxiliary expense 2,079 - 2,079 2,694 - 2,694 Cost of condominium sales - 427 427 - - - (Gain) loss on disposition of - - - - property 2,112 (41 ) 2,071 Loss on lease termination 362 - 362 8 - 8 Total operating expenses 67,264 1,853 69,117 69,451 1,073 70,524 Loss from operations (10,727 ) (349 ) (11,076 ) (5,880 ) (200 ) (6,080 ) Other income (expense): Interest income 58 5 63 56 21 77 Interest expense (628 ) - (628 ) (639 ) - (639 ) Other (expense) income - net (49 ) 144 95 (60 ) 143 83 Total other (expense) income (619 ) 149 (470 ) (643 ) 164 (479 ) Loss before income taxes $ (11,346 ) $ (200 ) $ (11,546 ) $ (6,523 ) $ (36 ) $ (6,559 ) As of February 28, 2018 As of February 28, 2017 Consolidated Consolidated NAU Other Total NAU Other Total Total assets $ 31,851 $ 11,404 $ 43,255 $ 46,978 $ 12,644 $ 59,622 Three months ended February 28, 2018 Three months ended February 28, 2017 Consolidated Consolidated NAU Other Total NAU Other Total Revenue: Academic revenue $ 16,923 $ - $ 16,923 $ 20,158 $ - $ 20,158 Auxiliary revenue 955 - 955 891 - 891 Rental income — apartments - 349 349 - 282 282 Condominium sales - - - - - - Total revenue 17,878 349 18,227 21,049 282 21,331 Operating expenses: Cost of educational services 6,234 - 6,234 7,629 - 7,629 Selling, general &administrative 13,386 431 13,817 14,980 341 15,321 Auxiliary expense 686 - 686 591 - 591 Loss on disposition of property 1,076 - 1,076 2 - 2 Total operating expenses 21,382 431 21,813 23,202 341 23,543 Loss from operations (3,504 ) (82 ) (3,586 ) (2,153 ) (59 ) (2,212 ) Other income (expense): Interest income 14 - 14 20 8 28 Interest expense (211 ) - (211 ) (211 ) - (211 ) Other (expense) income - net (40 ) 48 8 (35 ) 49 14 Total other (expense) income (237 ) 48 (189 ) (226 ) 57 (169 ) Loss before income taxes $ (3,741 ) $ (34 ) $ (3,775 ) $ (2,379 ) $ (2 ) $ (2,381 )

1. STATEMENT PRESENTATION AND26

1. STATEMENT PRESENTATION AND BASIS OF CONSOLIDATION (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017	May 31, 2017
Accounting Policies [Abstract]
Cash, cash equivalents, and marketable investments	$ 4,638		$ 4,638		$ 16,157
Cash used in operating activities			6,301	$ 2,318
Revenues	18,227	$ 21,331	58,041	64,444
Operating expenses	21,813	23,543	69,117	70,524
Depreciation and amortization			3,577	3,857
Loss on impairment and disposition of property	1,076	$ 2	2,071	$ 8
Working capital	1,316		$ 1,316
Transfer contract revenue with Zenith	2,100
Reduction in operating expenses	$ 2,804

4. STUDENT RECEIVABLES, NET (De

4. STUDENT RECEIVABLES, NET (Details) - USD ($) $ in Thousands	Feb. 28, 2018	May 31, 2017
Accounts Receivable, Net [Abstract]
Student accounts receivable	$ 4,272	$ 4,090
Less allowance for doubtful accounts	(686)	(1,195)
Student receivables, net	$ 3,586	$ 2,895

4. STUDENT RECEIVABLES, NET (28

4. STUDENT RECEIVABLES, NET (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017
Accounts Receivable, Net [Abstract]
Beginning allowance for doubtful accounts	$ 843	$ 1,041	$ 1,195	$ 723
Provisions for uncollectible accounts receivable	496	934	1,775	2,822
Write-offs, net of recoveries	(653)	(791)	(2,284)	(2,361)
Ending allowance for doubtful accounts	$ 686	$ 1,184	$ 686	$ 1,184

5. IMPAIRMENT OF LONG-LIVED A29

5. IMPAIRMENT OF LONG-LIVED ASSETS (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Feb. 28, 2018	Nov. 30, 2017
Impairment Of Long-lived Assets Details Narrative
Impairment expense		$ 1,009
Additional impairment expense	$ 790

6. STOCKHOLDERS EQUITY (Details

6. STOCKHOLDERS EQUITY (Details) - $ / shares	3 Months Ended	9 Months Ended
	Feb. 28, 2018	Feb. 28, 2018
Minimum
Expected term (in years)	5 years 9 months	5 years 9 months
Expected volatility	49.14%	49.14%
Weighted average risk free interest rate	2.11%	2.11%
Weighted average expected dividend	0.00%	0.00%
Weighted average fair value	$ .72	$ .72
Maximum
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

6. STOCKHOLDERS EQUITY (Detai31

6. STOCKHOLDERS EQUITY (Details 1)	9 Months Ended
	Feb. 28, 2018$ / 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	$ .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
Per share	$ 0.0450

6. STOCKHOLDERS EQUITY (Detai32

6. STOCKHOLDERS EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			9 Months Ended
	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017	Feb. 28, 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	24,330,914			24,330,914	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	723,557			723,557
Compensation Shares [Member]
Share based compensation	$ 25			$ 103
Restricted Stock [Member]
Share based compensation	$ 25			$ 87
Non-vested restricted stock shares, granted				47,615
Non-vested restricted stock shares, weighted average grant date fair value	$ 2.10			$ 2.10
Vested restricted stock shares	5,000			5,000
Vested restricted stock shares, weighted average grant date fair value				$ 2.10
Unrecognized compensation expense	$ 59			$ 59
Remaining amortization life				7 months 6 days
Performance-Based RSU's [Member]
RSUs issued			281,250
RSUs, weighted average grant date fair value			$ 2.38
RSUs outstanding	253,250			253,250
RSUs, compensation expense	$ 0			$ 0
RSUs, percent vested as of 5/31/2018	100.00%			100.00%
Equity Option [Member]
Share based compensation	$ 2			$ 8
Unrecognized compensation expense	$ 6			$ 6
Remaining amortization life				10 months 24 days
Stock options granted	8,000	12,500
Stock options granted, weighted average exercise price	$ 1.17	$ 1.72
Stock options exercised	0			0
Stock options vested upon issuance	50.00%	50.00%
Stock options vesting at the end of the current fiscal year	50.00%	50.00%
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

7. INCOME TAXES (Details Narrat

7. INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	May 31, 2017
Income Tax Disclosure [Abstract]
Valuation allowance	$ 3,503		$ 1,222
Effective tax rate	2.30%	19.10%
Income tax expense due to a re-measurement of deferred tax assets and liabilities	$ 1,125

8. EARNINGS PER SHARE (Details)

8. EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017
Numerator:
Net loss attributable to National American University Holdings, Inc.	$ (3,707)	$ (2,536)	$ (11,312)	$ (5,344)
Denominator:
Weighted average shares outstanding used to compute basic net income per common share	24,269,158	24,177,979	24,222,864	24,146,643
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	24,269,158	24,177,979	24,222,864	24,146,643
Basic net loss per common share	$ (0.15)	$ (0.10)	$ (0.47)	$ (0.22)
Diluted net loss per common share	$ (0.15)	$ (0.10)	$ (0.47)	$ (0.22)

8. EARNINGS PER SHARE (Details

8. EARNINGS PER SHARE (Details Narrative) - shares	3 Months Ended		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017
Equity Option [Member]
Computation Of Earnings Per Share Line Items [Line Items]
Number of shares excluded from calculation of diluted EPS	206,975	190,850	206,975	190,850
Restricted Stock [Member]
Computation Of Earnings Per Share Line Items [Line Items]
Number of shares excluded from calculation of diluted EPS	47,615	328,195	47,615	328,195

9. COMMITMENTS AND CONTINGENC36

9. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands	1 Months Ended
	Mar. 21, 2018	Feb. 28, 2018	May 31, 2017
Letter of credit with Great Western Bank		$ 1,000
Restricted certificate of deposit		$ 1,250	$ 0
Henley-Putnam University
Cash payment for acquisition	$ 1,626

10. FAIR VALUE MEASUREMENTS (De

10. FAIR VALUE MEASUREMENTS (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands	Feb. 28, 2018	May 31, 2017
Investments
Total assets at fair value	$ 1,250	$ 4,192
Fair Value, Inputs, Level 1 [Member]
Investments
Total assets at fair value	0	9
Fair Value, Inputs, Level 2 [Member]
Investments
Total assets at fair value	1,250	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	1,250	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	1,250	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
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Investments
Total assets at fair value		9
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Investments
Total assets at fair value		0
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Investments
Total assets at fair value		$ 0

11. SEGMENT REPORTING (Details)

11. SEGMENT REPORTING (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017	May 31, 2017
REVENUE:
Academic revenue	$ 16,923	$ 20,158	$ 53,607	$ 59,872
Auxiliary revenue	955	891	2,930	3,699
Rental income — apartments	349	282	1,049	873
Condominium sales	0	0	455	0
Total revenue	18,227	21,331	58,041	64,444
OPERATING EXPENSES:
Cost of educational services	6,234	7,629	19,545	20,594
Selling, general & administrative	13,817	15,321	44,633	47,228
Auxiliary expense	686	591	2,079	2,694
Cost of condominium sales	0	0	427	0
(Gain) loss on disposition of property	1,076	2	2,071	8
Loss on lease termination	0	0	362	0
Total operating expenses	21,813	23,543	69,117	70,524
Loss from operations	(3,586)	(2,212)	(11,076)	(6,080)
OTHER INCOME (EXPENSE):
Interest income	14	28	63	77
Interest expense	(211)	(211)	(628)	(639)
Other (expense) income - net	8	14	95	83
Total other (expense) income	(189)	(169)	(470)	(479)
Loss before taxes	(3,775)	(2,381)	(11,546)	(6,559)
Total assets	43,255	59,622	43,255	59,622	$ 57,592
Nau [Member]
REVENUE:
Academic revenue	16,923	20,158	53,607	59,872
Auxiliary revenue	955	891	2,930	3,699
Rental income — apartments	0	0	0	0
Condominium sales	0	0	0	0
Total revenue	17,878	21,049	56,537	63,571
OPERATING EXPENSES:
Cost of educational services	6,234	7,629	19,545	20,594
Selling, general & administrative	13,386	14,980	43,166	46,155
Auxiliary expense	686	591	2,079	2,694
Cost of condominium sales			0	0
(Gain) loss on disposition of property	1,076	2	2,112	8
Loss on lease termination			362	0
Total operating expenses	21,382	23,202	67,264	69,451
Loss from operations	(3,504)	(2,153)	(10,727)	(5,880)
OTHER INCOME (EXPENSE):
Interest income	14	20	58	56
Interest expense	(211)	(211)	(628)	(639)
Other (expense) income - net	(40)	(35)	(49)	(60)
Total other (expense) income	(237)	(226)	(619)	(643)
Loss before taxes	(3,741)	(2,379)	(11,346)	(6,523)
Total assets	31,851	46,978	31,851	46,978
Other Segments [Member]
REVENUE:
Academic revenue	0	0	0	0
Auxiliary revenue	0	0	0	0
Rental income — apartments	349	282	1,049	873
Condominium sales	0	0	455	0
Total revenue	349	282	1,504	873
OPERATING EXPENSES:
Cost of educational services	0	0	0	0
Selling, general & administrative	431	341	1,467	1,073
Auxiliary expense	0	0	0	0
Cost of condominium sales			427	0
(Gain) loss on disposition of property	0	0	(41)	0
Loss on lease termination			0	0
Total operating expenses	431	341	1,853	1,073
Loss from operations	(82)	(59)	(349)	(200)
OTHER INCOME (EXPENSE):
Interest income	0	8	5	21
Interest expense	0	0	0	0
Other (expense) income - net	48	49	144	143
Total other (expense) income	48	57	149	164
Loss before taxes	(34)	(2)	(200)	(36)
Total assets	$ 11,404	$ 12,644	$ 11,404	$ 12,644

13. SUBSEQUENT EVENTS (Details

13. SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ in Thousands	1 Months Ended
	Mar. 23, 2018	Mar. 21, 2018	Feb. 28, 2018	May 31, 2017
Income taxes received	$ 2,252
Income taxes receivable			$ 2,397	$ 2,301
Henley-Putnam University
Cash payment for acquisition		$ 1,626