National American University (NAUH) 10-Q 16 Oct 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Aug. 31, 2018	Oct. 05, 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	Aug. 31, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q1
Trading Symbol	NAUH
Entity Central Index Key	1,399,855
Current Fiscal Year End Date	--05-31
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding		24,356,306

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands	Aug. 31, 2018	May 31, 2018
CURRENT ASSETS:
Cash and cash equivalents	$ 3,247	$ 5,324
Student receivables - net of allowance of $512 and $587 at August 31, 2018 and May 31, 2018, respectively	3,558	2,893
Other receivables	409	563
Income taxes receivable	5	105
Prepaid and other current assets	894	1,552
Total current assets	8,113	10,437
TOTAL PROPERTY AND EQUIPMENT - NET	24,309	25,228
OTHER ASSETS:
Restricted certificate of deposit	9,250	9,250
Condominium inventory	321	512
Land held for future development	414	414
Course development — net of accumulated amortization of $3,691 and $3,577 at August 31, 2018 and May 31, 2018, respectively	1,724	1,841
Goodwill	363	363
Other intangibles - net of accumulated amortization of $24 and $22 at August 31, 2018 and May 31, 2018, respectively	205	207
Other	901	555
Total other assets	13,178	13,142
TOTAL	45,600	48,807
CURRENT LIABILITIES:
Current portion of capital lease payable	392	380
Current portion of long-term debt	800	800
Accounts payable	3,555	1,991
Income taxes payable	77	70
Deferred income	4,122	3,758
Accrued and other liabilities	4,523	4,090
Total current liabilities	13,469	11,089
OTHER LONG-TERM LIABILITIES	2,350	2,688
CAPITAL LEASE PAYABLE, NET OF CURRENT PORTION	10,756	10,857
LONG-TERM DEBT, NET OF CURRENT PORTION	7,200	7,200
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS' EQUITY:
Common stock, $0.0001 par value (50,000,000 authorized; 28,691,771 issued and 24,350,698 outstanding as of August 31, 2018; 28,685,195 issued and 24,344,122 outstanding as of May 31, 2018)	3	3
Additional paid-in capital	59,337	59,305
Accumulated deficit	(25,070)	(19,873)
Treasury stock, at cost (4,341,073 shares at August 31, 2018 and 4,341,073 shares at May 31, 2018)	(22,496)	(22,496)
Total National American University Holdings, Inc. stockholders' equity	11,774	16,939
Non-controlling interest	51	34
Total stockholders' equity	11,825	16,973
TOTAL	$ 45,600	$ 48,807

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands	Aug. 31, 2018	May 31, 2018
Statement of Financial Position [Abstract]
Allowance for student receivables	$ 512	$ 587
Accumulated amortization of course development	$ 3,691	$ 3,577
Common stock, par value	$ 0.0001	$ .0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	28,691,771	28,685,195
Common stock, shares outstanding	24,350,698	24,344,122
Treasury stock, shares	4,341,073	4,341,073

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
REVENUE:
Academic revenue	$ 14,680	$ 18,190
Auxiliary revenue	727	1,044
Rental income - apartments	351	342
Condominium sales	225	220
Other real estate income	52	0
Total revenues	16,035	19,796
OPERATING EXPENSES:
Cost of educational services	6,354	6,900
Selling, general and administrative	13,072	15,508
Auxiliary expense	501	741
Cost of condominium sales	189	236
Loss on lease termination	43	362
Loss (gain) on impairment and disposition of property and equipment	554	(41)
Total operating expenses	20,713	23,706
OPERATING LOSS	(4,678)	(3,910)
OTHER INCOME (EXPENSE):
Interest income	31	20
Interest expense	(283)	(209)
Other income - net	1	44
Total other expense	(251)	(145)
LOSS BEFORE INCOME TAXES	(4,929)	(4,055)
INCOME TAX (EXPENSE) BENEFIT	(8)	241
NET LOSS	(4,937)	(3,814)
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST	(17)	(14)
NET LOSS ATTRIBUTABLE TO NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. AND SUBSIDIARIES	(4,954)	(3,828)
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX - Unrealized losses on investments, net of tax benefit (expense)	0	(6)
COMPREHENSIVE LOSS ATTRIBUTABLE TO NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.	$ (4,954)	$ (3,834)
Basic net loss per share attributable to National American University Holdings, Inc.	$ (0.20)	$ (0.16)
Diluted net loss per share attributable to National American University Holdings, Inc.	$ (0.20)	$ (0.16)
Basic weighted average shares outstanding	24,298,761	24,181,440
Diluted weighted average shares outstanding	24,298,761	24,181,440

CONDENSED CONSOLIDATED STATEM_2

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, 2017	$ 3	$ 59,060	$ (6,622)	$ (22,481)	$ (4)	$ (16)	$ 29,940
Purchase of 2,916 shares common stock for the treasury				(7)			(7)
Share based compensation expense		57					57
Dividends declared ($0.045 per share)			(1,090)				(1,090)
Net (loss) income			(3,828)			14	(3,814)
Other comprehensive loss, net of tax					(6)		(6)
Ending Balance at Aug. 31, 2017	3	59,117	(11,540)	(22,488)	(10)	(2)	25,080
Beginning Balance at May. 31, 2018	3	59,305	(19,873)	(22,496)	0	34	16,973
Impact of adoption of new accounting standard		(243)					(243)
Share based compensation expense	32						32
Net (loss) income			(4,954)			17	(4,937)
Ending Balance at Aug. 31, 2018	$ 3	$ 59,337	$ (25,070)	$ (22,496)	$ 0	$ 51	$ 11,825

CONDENSED CONSOLIDATED STATEM_3

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

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (4,937)	$ (3,814)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation and amortization	1,054	1,206
Loss on lease termination	43	362
Loss (gain) on impairment and disposition of property and equipment	554	(41)
Provision for uncollectable tuition	425	610
Noncash compensation expense	32	57
Deferred income taxes	0	(241)
Changes in assets and liabilities:
Student and other receivables	(936)	(810)
Prepaid and other current assets	658	482
Condominium inventory	191	236
Other assets	(354)	49
Income tax receivable/payable	107	8
Accounts payable	1,154	461
Deferred income	364	193
Accrued and other liabilities	190	(654)
Other long-term liabilities	(338)	(1,008)
Net cash flows used in operating activities	(1,793)	(2,904)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available for sale investments	0	(496)
Proceeds from sale of available for sale investments	0	488
Purchases of property and equipment	(201)	(1,017)
Proceeds from sale of property and equipment	2	210
Course development	(4)	(68)
Payments received on contract for deed	0	2
Other	8	0
Net cash flows used in investing activities	(195)	(881)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of capital lease payable	(89)	(78)
Purchase of treasury stock	0	(7)
Dividends paid	0	(1,087)
Net cash flows used in financing activities	(89)	(1,172)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(2,077)	(4,957)
CASH AND CASH EQUIVALENTS - Beginning of year	5,324	11,974
CASH AND CASH EQUIVALENTS - End of period	3,247	7,017
SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION:
Cash received for income taxes	(100)	(7)
Cash paid for interest	282	209
Property and equipment purchases included in accounts payable	367	11
Dividends declared and unpaid at August 31, 2018 and 2017	$ 0	$ 1,097

1. STATEMENT PRESENTATION AND B

1. STATEMENT PRESENTATION AND BASIS OF CONSOLIDATION	3 Months Ended
	Aug. 31, 2018
Accounting Policies [Abstract]
STATEMENT PRESENTATION AND BASIS OF CONSOLIDATION	The accompanying unaudited condensed financial statements are presented on a consolidated basis and include the accounts of National American University Holdings, Inc. (the “Company”), its subsidiary, Dlorah, Inc. (“Dlorah”), and its divisions, National American University (“NAU” or the “University”), Fairway Hills, the Fairway Hills Park and Recreational Association, the Park West Owners’ Association, the Vista Park Owners’ Association (“Fairway Hills”), and the Company’s interest in Fairway Hills Section III Partnership (the “Partnership”), collectively the “Company.” The accompanying unaudited 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 of America (“U.S. GAAP”) can be condensed or omitted. The information in the condensed consolidated balance sheet as of May 31, 2018 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, 2018, filed on September 14, 2018. Furthermore, the results of operations and cash flows for the three month periods ended August 31, 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. Throughout the notes to the condensed consolidated financial statements, amounts in tables are in thousands of dollars, except for share and per share data unless otherwise designated. The Company’s fiscal year end is May 31. All intercompany transactions and balances have been eliminated in consolidation. 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 The Company has experienced a decrease in revenue since 2013 due to enrollment declines at National American University, which it expects to continue for the foreseeable future. This long-term decline in revenue has resulted in increasing net losses and decreases in our liquidity and capital resources. To counter the increasing net losses, the Company has continued to consolidate students into locations in the same market to reduce overhead costs. The Company also accelerated enrollment from the recent formation of the College of Military Studies and the acquisition of academic programs in strategic security and related fields from Henley Putnam University. In September 2018, the Company signed a transfer agreement with Harrison College to provide Harrison College students with opportunity to transfer and complete their degree at NAU. This transfer contract is expected to have a positive impact on the Company’s revenue for the foreseeable future. For the quarter ended August 31, 2018, our cash used in operating activities was $1.8 million and our unrestricted cash and cash equivalents decreased by $2.1 million. As a result, as of August 31, 2018, the Company had $3.2 million of unrestricted cash and cash equivalents and $5.4 million of negative working capital, which will not be sufficient to fund our forecasted operating and cash requirements without additional financing or other actions by management. Management is in the process of implementing the following actions, the results of which management believes are probable of occurring and will be sufficient to meet its forecasted liquidity needs for the next twelve months from the issuance of the Company’s financial statements: o At the issuance date of the 2018 Form 10K, the Company identified certain non-revenue producing assets, specifically two aircrafts that it will sell in order to further reduce operating expenses and support its liquidity needs. The estimated proceeds from the sale of the assets as well as the savings from the related maintenance and operating costs are approximately $2.3 million. The Company signed agreements with a broker during the quarter ended August 31, 2018 and has been actively marketing and advertising to sell the aircraft, which management expects will be completed within the next year. o In the second quarter ending October 31, 2018, the Company began implementation of a restructuring which will result in the elimination of numerous positions throughout the organization. As a result, the Company estimates a $5.8 million decrease in annual payroll expenses beginning in the third quarter of fiscal 2019. This payroll reduction is part of our cost-cutting initiatives to better align expenses with the decreasing enrollment. Although management believes that this restructuring can be effectively implemented and will provide necessary costs savings, the continuation of cost cutting, especially labor costs could have a negative impact on the Company’s enrollment. Management believes that the implementation of the above plans is probable and will provide sufficient cash for the Company to meet its forecasted liquidity for the next twelve months from the issuance of the Company’s financial statements; however, should enrollment declines accelerate, or in the event of significant unforeseen expenditures, the Company may not have sufficient cash to meet its liquidity needs in the next twelve months or beyond.

2. NATURE OF OPERATIONS

2. NATURE OF OPERATIONS	3 Months Ended
	Aug. 31, 2018
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; in higher education; and strategic security. Courses are offered through educational sites and online. 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	3 Months Ended
	Aug. 31, 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) Note 4 – Revenues. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting In August 2018, the FASB issued ASU 2018-13, Changes to Disclosure Requirements for Fair Value Measurements

4. REVENUES

4. REVENUES	3 Months Ended
	Aug. 31, 2018
REVENUE:
REVENUES	Impact of Adoption of ASC 606 - Revenue from Contracts with Customers On June 1, 2018, the Company adopted Accounting Standards Codification (“ ASC”) Topic 606, Revenue from Contracts with Customers ASC Topic 605, Revenue Recognition (“ASC Topic 605”) As a result of the adoption of ASC Topic 606, the Company recorded a net cumulative increase to accumulated deficit of $0.2 million and a corresponding increase to deferred income within the Consolidated Balance Sheet as of June 1, 2018. The impact of adoption was primarily related to the estimated adjustment for students who withdraw from classes for terms that were not complete at May 31, 2018. Prior to the adoption of ASC 606, these revenue adjustments were recognized when the student actually withdrew from classes. Compared to the amounts under ASC Topic 605, for the three months ended August 31, 2018, the net impact to revenues under ASC Topic 606 was a reduction of revenues of $0.2 million with a corresponding increase to deferred income. The Company does not have any unsatisfied performance obligations for contracts with customers that have an expected duration of more than one year. Revenue Recognition The following table presents the Company's revenues from contracts with customers disaggregated by material revenue category: Three months ended August 31, 2018 2017 Academic revenue: $ 14,680 $ 18,190 Auxilary revenue 727 1,044 Real estate revenue 628 562 Consolidated revenue $ 16,035 $ 19,796 Revenues are recognized when control of the promised goods or services are transferred to customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods and services. The Company applies the five-step revenue model under ASC Topic 606 Academic Revenue. Tuition revenue represents amounts charged for course instruction. For tuition revenue, the Company performs an assessment at the beginning of each student contract and, subsequently thereafter, if new information indicates that there has been a significant change in facts and circumstances. Each student contract contains a single performance obligation that is the Company’s promise to the student is to provide knowledge and skills through course instruction which may include any combination of classroom instruction, on-demand tutoring or on-line instruction. Tuition revenue is reported net of adjustments for discounts, refunds and scholarships. Tuition rates per student vary by educational site, the number of credit hours the student is enrolled in for the term, the program and the degree level of the program. The portion of tuition and registration fees payments received but not earned less estimated student withdrawals is recorded as deferred income and reflected as a current liability in the Company’s consolidated balance sheets, as such amount represents revenue the Company expects to earn from terms that are not complete as of the date of the financial statements. Tuition revenue is deferred and recognized as revenue ratably over the term of instruction (typically three months). Tuition revenue is recognized over time as the students obtain control of the educational services provided by the Company subsequent to enrollment and on a ratable basis over the term of the course beginning on the course start date through the last day of classes. If a student withdraws prior to the completion of the academic term, the respective portion of tuition and registration fees that the Company already received and is not entitled to retain are refunded back to the students and the Department of Education. For students that have withdrawn from all classes during an academic term, the Company estimates the expected receivable balance that is due from such students and records a provision to reduce academic revenue for that amount less estimated collections calculated based on historical collection trends and adjusted for known current factors. Auxiliary Revenue. ASC Topic 605 ASC Topic 606 Real Estate Revenue — ASC Topic 605 ASC Topic 606 The following table presents the Company’s net revenue disaggregated based on the timing of revenue recognition: Three months ended August 31, 2018 Services transferred over time: Tuition revenue, net of adjustments (transferred over the term of instruction) $ 14,680 Rental income (transferred over the rental period) 351 Total 15,031 Goods or services transferred at a point in time: Auxiliary revenue 727 Condominium sales 225 Other real estate income 52 Total 1,004 Total revenue $ 16,035

5. STUDENT RECEIVABLES, NET

5. STUDENT RECEIVABLES, NET	3 Months Ended
	Aug. 31, 2018
Accounts Receivable, Net [Abstract]
STUDENT RECEIVABLES, NET	Student receivables, net consist of the following as of the respective period ends: August 31, May 31, 2018 2018 Student accounts receivable $ 4,070 $ 3,480 Less allowance for doubtful accounts (512 ) (587 ) Student receivables, net $ 3,558 $ 2,893 Student accounts receivable is composed primarily of amounts due related to tuition and educational services. The following summarizes the activity in the allowance for doubtful accounts for the respective periods: Three Months Ended August 31, 2018 2017 Beginning allowance for doubtful accounts $ 587 $ 1,195 Provisions for uncollectible accounts receivable 425 610 Write offs (645 ) (894 ) Recoveries 145 157 Ending allowance for doubtful accounts $ 512 $ 1,068

6. IMPAIRMENT OF LONG-LIVED ASS

6. IMPAIRMENT OF LONG-LIVED ASSETS	3 Months Ended
	Aug. 31, 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 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 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 the cost to sell. All impairment charges are included in loss on impairment and disposition of property, within the NAU segment, in the consolidated financial statements. During the quarter ended August 31, 2018, the Company signed an early lease termination agreement without penalty for Albuquerque and Colorado Springs. The Company consolidated the students from these two locations to other local campuses. The leases at the closed locations were terminated prior to the end of their terms. As a result of the early termination of the leases at these two locations, the carrying values of their assets, primarily classroom and office equipment and leasehold improvements, were reduced to their fair value, which the Company estimates to be minimal. An impairment charge of $555 related to the assets at these locations was recorded during the three months ended August 31, 2018. No impairment charges were expensed during the quarter ended August 31, 2017.

7. STOCKHOLDERS' EQUITY

7. STOCKHOLDERS' EQUITY	3 Months Ended
	Aug. 31, 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, 24,350,698 and 24,344,122 shares of common stock were outstanding as of August 31, 2018 and May 31, 2018, respectively. No shares of preferred stock or Class A common stock were outstanding at August 31, 2018 and May 31, 2018. Stock-Based Compensation At August 31, 2018, the Company had 223,634 shares available for future grants under its 2009 Stock Option and Compensation Plan. The Company may grant restricted stock awards, restricted stock units and stock options to aid in recruiting and retaining employees, officers, directors and other consultants. In addition, the Company settled an advisor services contract in stock, which totaled 6,576 shares valued at $6 for the quarter ended August 31, 2018. These issuances of this stock reduce the shares available for future grants. In 2013, the Company 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. No shares have been issued 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 Company has 47,615 non-vested restricted stock shares with a weighted average grant date fair value of $2.10 per share outstanding at August 31, 2018. Unrecognized compensation expense associated with these shares totals $9 with a remaining amortization of 0.1 year. There were no restricted stock awards granted nor any restricted stock shares vested during the quarter ended August 31, 2018. Stock compensation expense totaling $25 was recorded in the condensed consolidated statements of operations and comprehensive loss during the quarter ended August 31, 2018. 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 operating expense based on their fair value over the requisite service period. No stock options were issued or exercised during the quarter ended August 31, 2018. Stock options for 12,875 shares of common stock with a weighted average exercise price of $3.46 were forfeited during the quarter ended August 31, 2018. At August 31, 2018, stock options for 180,475 shares were outstanding with a weighted exercise price of $3.55 and a weighted average remaining useful life of 6.7 years. Of the outstanding shares, 176,475 were exercisable with a weighted average exercise price of $3.60 and a weighted average remaining useful life of 6.6 years. No intrinsic value was associated with the stock options at August 31, 2018. The Company recorded compensation expense for stock options of $1 for the three months ended August 31, 2018 in the consolidated statements of operations and comprehensive loss. Unamortized compensation associated with stock options at August 31, 2018 was $2 with a remaining amortization of 0.8 year. Dividends To reduce cash requirements, no dividends have been declared or paid since October 6, 2017. The following table summarizes the Company’s fiscal 2018 dividend payments: Date declared Record date Payment date Per share April 13, 2017 June 30, 2017 July 7, 2017 $0.0,450 August 4, 2017 September 30, 2017 October 6, 2017 $0.0,450

8. INCOME TAXES

8. INCOME TAXES	3 Months Ended
	Aug. 31, 2018
Income Taxes
INCOME TAXES	As of August 31, 2018, the Company had net operating loss (“NOL”) carryforwards of approximately $12,000, adjusted for certain other non-deductible items available to reduce future taxable income, if any. The NOL carryforward has no expiration. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Because management is unable to determine that it is more likely than not that the Company will realize the tax benefit related to the NOL carryforward, by having taxable income, a full valuation allowance has been established to reduce the net tax benefit asset value to zero. The loss before income taxes for the three months ended August 31, 2018, created a net tax benefit of approximately $1,074. As realization of this net tax benefit is not assured, a full valuation allowance was recorded for this amount. As such, a full valuation allowance totaling $4,518 is recorded as of August 31, 2018, and is included in net deferred income taxes liability in the accompanying condensed consolidated balance sheet. The Company’s effective tax rate was expense of 0.2% for the three months ended August 31, 2018, as compared to a benefit of 5.9% for the corresponding period in 2017. The effective tax rate varies from the statutory rate of 21% primarily due to the deferred tax asset valuation allowance, fluctuations in state income taxes as a result of the Company’s net loss position and nondeductible meals expense. 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 accounting for these changes was completed as of May 31, 2018.

9. EARNINGS PER SHARE

9. EARNINGS PER SHARE	3 Months Ended
	Aug. 31, 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: Three months ended August 31, 2018 2017 Numerator: Net loss attributable to National American University Holdings, Inc. $ (4,954 ) $ (3,828 ) Denominator: Weighted average shares outstanding used to compute basic net income per per common share 24,298,761 24,181,440 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 $ 24,298,761 $ 24,181,440 Basic net loss per common share $ (0.20 ) $ (0.16 ) Diluted net loss per common share $ (0.20 ) $ (0.16 ) A total of 180,475 and 189,100 shares of common stock subject to issuance upon exercise of stock options for the three months ended August 31, 2018 and 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 46,945 shares of common stock subject to issuance upon vesting of restricted shares for the three months ended August 31, 2018 and 2017, respectively, have been excluded from the calculation of diluted EPS as the effect would have been anti-dilutive.

10. COMMITMENTS AND CONTINGENCI

10. COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Aug. 31, 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. In April 2017, a former NAU employee filed a qui tam U.S. ex rel. Brian Gravely v. National American University, et al., No. 5:17-cv-05032-JLV

11. FAIR VALUE MEASUREMENTS

11. FAIR VALUE MEASUREMENTS	3 Months Ended
	Aug. 31, 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 Other observable inputs Unobservable inputs Fair value (Level 1) (Level 2) (Level 3) August 31, 2018 Investments: Restricted certificates of deposit $ - $ 9,250 $ - $ 9,250 Total assets at fair value $ - $ 9,250 $ - $ 9,250 May 31, 2018 Investments: Restricted certificates of deposit $ - $ 9,250 $ - $ 9,250 Total assets at fair value $ - $ 9,250 $ - $ 9,250 Following is a summary of the valuation techniques for assets and liabilities recorded in the consolidated balance sheets at fair value on a recurring basis: Certificates of deposit (“CD’s”): Fair value of financial instruments:

12. SEGMENT REPORTING

12. SEGMENT REPORTING	3 Months Ended
	Aug. 31, 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 the real estate operations of the Company. General administrative costs of the Company are allocated to specific divisions of the Company. The following table presents the reportable segment financial information, in thousands: Three months ended August 31, Three months ended August 31, 2018 2017 Consolidated Consolidated NAU Other Total NAU Other Total Revenue: Academic $ 14,680 $ - $ 14,680 $ 18,190 $ - $ 18,190 Auxiliary 727 - 727 1,044 - 1,044 Rental income apartments - 351 351 - 342 342 Condominium sales - 225 225 - 220 220 Other real estate income - 52 52 - - - Total revenue 15,407 628 16,035 19,234 562 19,796 Operating expenses: Cost of educational services 6,354 - 6,354 6,900 - 6,900 Selling, general & administrative 12,561 511 13,072 14,999 509 15,508 Auxiliary 501 - 501 741 - 741 Cost of condominium sales - 189 189 - 236 236 Loss on lease termination 43 - 43 362 - 362 Loss (gain) on disp/impairment of property 554 - 554 - (41 ) (41 ) Total operating expenses 20,013 700 20,713 23,002 704 23,706 Loss from operations (4,606 ) (72 ) (4,678 ) (3,768 ) (142 ) (3,910 ) Other income (expense): Interest income 6 25 31 17 3 20 Interest expense (203 ) (80 ) (283 ) (209 ) - (209 ) Other income (loss) - net 1 - 1 (5 ) 49 44 Total other (expense)income (196 ) (55 ) (251 ) (197 ) 52 (145 ) Loss before taxes $ (4,802 ) $ (127 ) $ (4,929 ) $ (3,965 ) $ (90 ) $ (4,055 ) As of August 31, 2018 As of August 31, 2017 Consolidated Consolidated NAU Other Total NAU Other Total Total assets $ 32,850 $ 12,750 $ 45,600 $ 40,406 $ 10,979 $ 51,385

13. BUSINESS ACQUISITION

13. BUSINESS ACQUISITION	3 Months Ended
	Aug. 31, 2018
Business Acquisition
BUSINESS ACQUISITION	On March 21, 2018, the Company acquired substantially all of the assets of Henley-Putnam University (“HPU”), a for-profit post-secondary educational institution that offers 100% online programs focused in the field of strategic security, for cash consideration of $1.9 million. Assets acquired included cash, student receivables, prepaid assets, course development, goodwill, and other intangibles realted to student relationships and the Henley-Putnam brand name. Liabilities acquired included accounts payable, deferred income, and various accrued liabilities. Assets excluded from the transaction were leases on real estate, server and certain other technology and equipment, and related items. The results of HPU’s operations have been included in the consolidated statements of operations and comprehensive loss since March 21, 2018. For the three months ended August 31, 2018, the consolidated financial statements include $0.4 million of revenue and an operating loss of ($0.1) million related to the operations of HPU. Pro forma information related to HPU is not presented as the effects are immaterial.

14. LETTER OF CREDIT AND LONG-T

14. LETTER OF CREDIT AND LONG-TERM DEBT	3 Months Ended
	Aug. 31, 2018
Business Acquisition
LETTER OF CREDIT AND LONG-TERM DEBT	During the year ended May 31, 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. The certificate of deposit matures on December 19, 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. Great Western Bank has restricted the $1,250 Certificate of Deposit as collateral for the $1,000 Letter Of Credit and the Company’s purchasing card account. The Company received a release from the state of New Mexico of the letter of credit by submitting an acceptable bond in place of the letter of credit for the $1.0 million bonding requirement. The bond has no collateral requirements and, as a result, the Company is negotiating with the bank for the removal of the restriction on this certificate of deposit. On May 17, 2018, Dlorah and the Company jointly and severally issued to Black Hills Community Bank, N.A. (the “Bank”) a promissory note in the principal amount of $8,000 (the “Note”), which is secured by a mortgage granted by Dlorah to the Bank on certain real property located in Pennington County, South Dakota, pursuant to a collateral real estate mortgage (the “Mortgage,” and together with the Note, the “Loan Agreements”) entered into between Dlorah and the Bank on the same date as the Note, and certain related rents, as well as a security interest in certain deposit accounts, to include restricted certificates of deposit totaling $8,000. These Certificates of Deposit are also restricted by the Bank and are not available for spending. The Loan Agreements provide for an $8,000 five-year term loan (the “Loan”). The Loan carries a fixed interest rate of 4% (the “Interest Rate”) and is payable as follows: beginning June 17, 2018, 59 monthly consecutive interest-only payments based on the unpaid principal balance of the Loan at the Interest Rate; beginning May 17, 2019, four consecutive annual principal payments of $800 each, during which interest will continue to accrue on the unpaid principal balance of the Loan at the Interest Rate; and on May 17, 2023, one payment of the remaining principal balance and one month of accrued interest on the Loan in the amount of $4,816. The Company and Dlorah may prepay the Loan at any time without penalty unless the Note is refinanced with proceeds derived from another lender, in which case the Bank will be entitled to a prepayment penalty of 1%. The Loan Agreements also contain various affirmative and negative covenants, including financial covenants and events of default. As of August 31, 2018, the Company is in compliance with the covenants included in the Loan Agreements.

15. REGULATORY MATTERS

15. REGULATORY MATTERS	3 Months Ended
	Aug. 31, 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. These requirements may include: (1.) 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 (2.) 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. This includes: (1.) 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 (2.) 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 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. Our audited financial statements for the fiscal year ended May 31, 2018 indicate our composite score is 1.3. This score is subject to a final determination by the Department of Education once it receives and reviews our consolidated audited financial statements for the 2018 fiscal year, but we believe it is likely that the Department of Education will determine that we meet the standards of the “zone” alternative and that we will be required to operate under the “zone” alternative requirements as well as any other requirements that the Department of Education might impose in its discretion. While the Company’s operations are typically consistent with “zone” alternative requirements, new requirements imposed as a result of the “zone” alternative status could have a negative impact on the Company’s liquidity.

16. SUBSEQUENT EVENTS

16. SUBSEQUENT EVENTS	3 Months Ended
	Aug. 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	The Company filed its annual report on Form 10-K with the Securities and Exchange Commission on the extended filing deadline of September 13, 2018. Due to administrative-related delays, the Form 10-K was filed shortly after the 5:30 p.m. Eastern Time deadline. As a result, the Company’s Form 10-K is recorded with the Securities and Exchange Commission as having been filed on September 14, 2018, one day after the extended filing deadline.

4. REVENUES (Tables)

4. REVENUES (Tables)	3 Months Ended
	Aug. 31, 2018
Revenues
Disaggregation of revenue	Three months ended August 31, 2018 2017 Academic revenue: $ 14,680 $ 18,190 Auxilary revenue 727 1,044 Real estate revenue 628 562 Consolidated revenue $ 16,035 $ 19,796
Revenue recognition	Three months ended August 31, 2018 Services transferred over time: Tuition revenue, net of adjustments (transferred over the term of instruction) $ 14,680 Rental income (transferred over the rental period) 351 Total 15,031 Goods or services transferred at a point in time: Auxiliary revenue 727 Condominium sales 225 Other real estate income 52 Total 1,004 Total revenue $ 16,035

5. STUDENT RECEIVABLES, NET (Ta

5. STUDENT RECEIVABLES, NET (Tables)	3 Months Ended
	Aug. 31, 2018
Student Receivables Net
Schedule of Student Receivables	August 31, May 31, 2018 2018 Student accounts receivable $ 4,070 $ 3,480 Less allowance for doubtful accounts (512 ) (587 ) Student receivables, net $ 3,558 $ 2,893
Summary of the Student Receivables Allowance for Doubtful Accounts Activity	Three Months Ended August 31, 2018 2017 Beginning allowance for doubtful accounts $ 587 $ 1,195 Provisions for uncollectible accounts receivable 425 610 Write offs (645 ) (894 ) Recoveries 145 157 Ending allowance for doubtful accounts $ 512 $ 1,068

7. STOCKHOLDERS' EQUITY (Tables

7. STOCKHOLDERS' EQUITY (Tables)	3 Months Ended
	Aug. 31, 2018
Equity [Abstract]
Summary of Dividend Payments	Date declared Record date Payment date Per share April 13, 2017 June 30, 2017 July 7, 2017 $0.0,450 August 4, 2017 September 30, 2017 October 6, 2017 $0.0,450

9. EARNINGS PER SHARE (Tables)

9. EARNINGS PER SHARE (Tables)	3 Months Ended
	Aug. 31, 2018
Earnings Per Share [Abstract]
Reconciliation of Numerator and Denominator for Basic and Diluted EPS Computations	Three months ended August 31, 2018 2017 Numerator: Net loss attributable to National American University Holdings, Inc. $ (4,954 ) $ (3,828 ) Denominator: Weighted average shares outstanding used to compute basic net income per per common share 24,298,761 24,181,440 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 $ 24,298,761 $ 24,181,440 Basic net loss per common share $ (0.20 ) $ (0.16 ) Diluted net loss per common share $ (0.20 ) $ (0.16 )

11. FAIR VALUE MEASUREMENTS (Ta

11. FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Aug. 31, 2018
Fair Value Disclosures [Abstract]
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis	Quoted prices in active markets Other observable inputs Unobservable inputs Fair value (Level 1) (Level 2) (Level 3) August 31, 2018 Investments: Restricted certificates of deposit $ - $ 9,250 $ - $ 9,250 Total assets at fair value $ - $ 9,250 $ - $ 9,250 May 31, 2018 Investments: Restricted certificates of deposit $ - $ 9,250 $ - $ 9,250 Total assets at fair value $ - $ 9,250 $ - $ 9,250

12. SEGMENT REPORTING (Tables)

12. SEGMENT REPORTING (Tables)	3 Months Ended
	Aug. 31, 2018
Segment Reporting [Abstract]
Financial Information of Reportable Segment	Three months ended August 31, Three months ended August 31, 2018 2017 Consolidated Consolidated NAU Other Total NAU Other Total Revenue: Academic $ 14,680 $ - $ 14,680 $ 18,190 $ - $ 18,190 Auxiliary 727 - 727 1,044 - 1,044 Rental income apartments - 351 351 - 342 342 Condominium sales - 225 225 - 220 220 Other real estate income - 52 52 - - - Total revenue 15,407 628 16,035 19,234 562 19,796 Operating expenses: Cost of educational services 6,354 - 6,354 6,900 - 6,900 Selling, general & administrative 12,561 511 13,072 14,999 509 15,508 Auxiliary 501 - 501 741 - 741 Cost of condominium sales - 189 189 - 236 236 Loss on lease termination 43 - 43 362 - 362 Loss (gain) on disp/impairment of property 554 - 554 - (41 ) (41 ) Total operating expenses 20,013 700 20,713 23,002 704 23,706 Loss from operations (4,606 ) (72 ) (4,678 ) (3,768 ) (142 ) (3,910 ) Other income (expense): Interest income 6 25 31 17 3 20 Interest expense (203 ) (80 ) (283 ) (209 ) - (209 ) Other income (loss) - net 1 - 1 (5 ) 49 44 Total other (expense)income (196 ) (55 ) (251 ) (197 ) 52 (145 ) Loss before taxes $ (4,802 ) $ (127 ) $ (4,929 ) $ (3,965 ) $ (90 ) $ (4,055 ) As of August 31, 2018 As of August 31, 2017 Consolidated Consolidated NAU Other Total NAU Other Total Total assets $ 32,850 $ 12,750 $ 45,600 $ 40,406 $ 10,979 $ 51,385

1. STATEMENT PRESENTATION AND_2

1. STATEMENT PRESENTATION AND BASIS OF CONSOLIDATION (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2018	Aug. 31, 2017	May 31, 2018	May 31, 2017
Accounting Policies [Abstract]
Cash, cash equivalents, and marketable investments	$ 3,247	$ 7,017	$ 5,324	$ 11,974
Cash used in operating activities	1,793	$ 2,904
Working capital	(5,400)
Estimated proceeds from sale of airplanes	2,300
Payroll deduction	$ 3,000

4. REVENUES (Details)

4. REVENUES (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
Revenues Details Abstract
Academic revenue	$ 14,680	$ 18,190
Auxiliary revenue	727	1,044
Real estate revenue	628	562
Total revenues	$ 16,035	$ 19,796

4. REVENUES (Details 1)

4. REVENUES (Details 1) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
Services transferred over time:
Tuition revenue, net of adjustments (transferred over the term of instruction)	$ 14,680	$ 18,190
Rental income (transferred over the rental period)	351	342
Total	15,031
Goods or services transferred at a point in time:
Auxiliary revenue	727	1,044
Condominium sales	225	220
Other real estate income	52	0
Total	1,004
Total revenues	$ 16,035	$ 19,796

5. STUDENT RECEIVABLES, NET (De

5. STUDENT RECEIVABLES, NET (Details) - USD ($) $ in Thousands	Aug. 31, 2018	May 31, 2018
Accounts Receivable, Net [Abstract]
Student accounts receivable	$ 4,070	$ 3,480
Less allowance for doubtful accounts	(512)	(587)
Student receivables, net	$ 3,558	$ 2,893

5. STUDENT RECEIVABLES, NET (_2

5. STUDENT RECEIVABLES, NET (Details 1) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
Accounts Receivable, Net [Abstract]
Beginning allowance for doubtful accounts	$ 587	$ 1,195
Provisions for uncollectible accounts receivable	425	610
Write-offs	(645)	(894)
Recoveries	145	157
Ending allowance for doubtful accounts	$ 512	$ 1,068

6. IMPAIRMENT OF LONG-LIVED A_2

6. IMPAIRMENT OF LONG-LIVED ASSETS (Details Narrative) $ in Thousands	3 Months Ended
	Feb. 28, 2018USD ($)
Impairment Of Longlived Assets Details Narrative Abstract
Impairment charge	$ 555

7. STOCKHOLDERS EQUITY (Details

7. STOCKHOLDERS EQUITY (Details)	3 Months Ended
	Aug. 31, 2018$ / shares
Period 1 [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 2 [Member]
Dividends Payable [Line Items]
Date declared	Aug. 4, 2017
Record date	Sep. 30, 2017
Payment date	Oct. 6, 2017
Per share	$ 0.0450

7. STOCKHOLDERS EQUITY (Detai_2

7. STOCKHOLDERS EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Aug. 31, 2018	May 31, 2018
Total Authorized Capital Stock	51,100,000	51,100,000
Common Stock Authorized	50,000,000	50,000,000
Common Stock Par Value	$ 0.0001	$ .0001
Common stock, shares outstanding	24,350,698	24,344,122
Preferred Stock Authorized	1,000,000	1,000,000
Preferred Stock Par Value	$ .0001	$ 0.0001
Preferred stock, shares outstanding	0	0
Shares available for future grants under its stock-based compensation plans	223,634
Restricted stock shares compensation expense	$ 25
Stock issued for advisor services, Shares	6,576
Stock issued for advisor services, Amount	$ 6
Stock options forfeited	12,875
Stock options forfeited, weighted average exercise price	$ 3.46
Stock options outstanding	180,475
Stock options outstanding, weighted average exercise price	$ 3.55
Stock options outstanding, weighted average remaining useful life	6 years 8 months 12 days
Stock options exerciseable	176,475
Stock options exerciseable, weighted average exercise price	$ 3.60
Stock options exerciseable. remaining useful life	6 years 7 months 6 days
Unamortized compensation on stock options	$ 2
Remaning amortization on stock options	9 months 18 days
Restricted Stock [Member]
Non-vested restricted stock shares, granted	47,615
Non-vested restricted stock shares, weighted average grant date fair value	$ 2.10
Unrecognized compensation expense	$ 9
Remaining amortization life	1 month 6 days
Class A Common Stock [Member]
Common Stock Authorized	100,000	100,000
Common Stock Par Value	$ 0.0001	$ 0.0001
Common stock, shares outstanding	0	0

8. INCOME TAXES (Details Narrat

8. INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
Income Tax Disclosure [Abstract]
Valuation allowance	$ 4,518
Effective tax rate	0.20%	5.90%
Net tax benefit	$ 1,074

9. EARNINGS PER SHARE (Details)

9. EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
Numerator:
Net loss attributable to National American University Holdings, Inc.	$ (4,954)	$ (3,828)
Denominator:
Weighted average shares outstanding used to compute basic net income per common share	24,298,761	24,181,440
Incremental shares issuable upon the assumed exercise of stock options	0	0
Incremental shares issuable upon the assumed vesting of restricted shares	0	0
Common shares used to compute diluted net income per share	24,298,761	24,181,440
Basic net loss per common share	$ (0.20)	$ (0.16)
Diluted net loss per common share	$ (0.20)	$ (0.16)

9. EARNINGS PER SHARE (Details

9. EARNINGS PER SHARE (Details Narrative) - shares	3 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
Equity Option [Member]
Computation Of Earnings Per Share Line Items [Line Items]
Number of shares excluded from calculation of diluted EPS	180,475	189,100
Restricted Stock [Member]
Computation Of Earnings Per Share Line Items [Line Items]
Number of shares excluded from calculation of diluted EPS	47,615	46,945

11. FAIR VALUE MEASUREMENTS (De

11. FAIR VALUE MEASUREMENTS (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands	Aug. 31, 2018	May 31, 2018	May 30, 2018
Investments
Total assets at fair value	$ 9,250	$ 9,250
Fair Value, Inputs, Level 1 [Member]
Investments
Total assets at fair value	0	0
Fair Value, Inputs, Level 2 [Member]
Investments
Total assets at fair value	9,250	9,250
Fair Value, Inputs, Level 3 [Member]
Investments
Total assets at fair value	0	0
Restricted Certificate of Deposit [Member]
Investments
Total assets at fair value	9,250	9,250
Restricted Certificate of Deposit [Member] | Fair Value, Inputs, Level 1 [Member]
Investments
Total assets at fair value	0		$ 0
Restricted Certificate of Deposit [Member] | Fair Value, Inputs, Level 2 [Member]
Investments
Total assets at fair value	9,250	9,250
Restricted Certificate of Deposit [Member] | Fair Value, Inputs, Level 3 [Member]
Investments
Total assets at fair value	$ 0	$ 0

12. SEGMENT REPORTING (Details)

12. SEGMENT REPORTING (Details) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2018	Aug. 31, 2017	May 31, 2018
REVENUE:
Academic	$ 14,680	$ 18,190
Auxiliary	727	1,044
Rental income apartments	351	342
Condominium sales	225	220
Other real estate income	52	0
Total revenues	16,035	19,796
OPERATING EXPENSES:
Cost of educational services	6,354	6,900
Selling, general & administrative	13,072	15,508
Auxiliary	501	741
Cost of condominium sales	189	236
Loss on lease termination	43	362
Loss on impairment and disposition of property	554	(41)
Total operating expenses	20,713	23,706
Loss from operations	(4,678)	(3,910)
OTHER INCOME (EXPENSE):
Interest income	31	20
Interest expense	(283)	(209)
Other income (loss) - net	1	44
Total other (expense) income	(251)	(145)
Loss before taxes	(4,929)	(4,055)
Total assets	45,600	51,385	$ 48,807
Nau [Member]
REVENUE:
Academic	14,680	18,190
Auxiliary	727	1,044
Rental income apartments	0	0
Condominium sales	0	0
Other real estate income	0	0
Total revenues	15,407	19,234
OPERATING EXPENSES:
Cost of educational services	6,354	6,900
Selling, general & administrative	12,561	14,999
Auxiliary	501	741
Cost of condominium sales	0	0
Loss on lease termination	43	362
Loss on impairment and disposition of property	554	0
Total operating expenses	20,013	23,002
Loss from operations	(4,606)	(3,768)
OTHER INCOME (EXPENSE):
Interest income	6	17
Interest expense	(203)	(209)
Other income (loss) - net	1	(5)
Total other (expense) income	(196)	(197)
Loss before taxes	(4,802)	(3,965)
Total assets	32,850	40,406
Other Segments [Member]
REVENUE:
Academic	0	0
Auxiliary	0	0
Rental income apartments	351	342
Condominium sales	225	220
Other real estate income	52	0
Total revenues	628	562
OPERATING EXPENSES:
Cost of educational services	0	0
Selling, general & administrative	511	509
Auxiliary	0	0
Cost of condominium sales	189	236
Loss on lease termination	0	0
Loss on impairment and disposition of property	0	(41)
Total operating expenses	700	704
Loss from operations	(72)	(142)
OTHER INCOME (EXPENSE):
Interest income	25	3
Interest expense	(80)	0
Other income (loss) - net	0	49
Total other (expense) income	(55)	52
Loss before taxes	(127)	(90)
Total assets	$ 12,750	$ 10,979

13. BUSINESS ACQUISITION (Detai

13. BUSINESS ACQUISITION (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Aug. 31, 2018	Aug. 31, 2017
Revenue	$ 16,035	$ 19,796
Operating loss	(4,678)	$ (3,910)
Henley-Putnam University
Purchase price	1,900
Revenue	400
Operating loss	$ (100)

14. LETTER OF CREDIT AND LONG_2

14. LETTER OF CREDIT AND LONG-TERM DEBT (Details Narrative) - Unsecured Revolving Line Of Credit [Member] $ in Thousands	12 Months Ended
	May 31, 2018USD ($)
Line of Credit Facility [Line Items]
Line of credit maximum borrowing capacity	$ 1,000
Line of credit maturity date	Dec. 19, 2018
Prime interest rate on line of credit	0.50%
Line of credit security	$ 1,250
Promissory note	8,000
Certificates of deposit	8,000
Annual principal payments	800
Payment on loan	$ 4,816

15. REGULATORY MATTERS (Details

15. REGULATORY MATTERS (Details Narrative) - Point	12 Months Ended
	May 31, 2018	May 31, 2017	May 31, 2016
Regulated Operations [Abstract]
Minimum revenues percentage under 34 CFR 600.5(d)	10.00%	10.00%	10.00%
Minimum composite score	(1)	(1)	(1)
Maximum composite score	3	3	3
Composite score	1.3	1.8	1.8