National American University (NAUH) 10-Q 15 Apr 19 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Feb. 28, 2019	Apr. 05, 2019
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, 2019
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Trading Symbol	NAUH
Entity Central Index Key	0001399855
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		24,650,083

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands	Feb. 28, 2019	May 31, 2018
CURRENT ASSETS:
Cash and cash equivalents	$ 425	$ 5,324
Student receivables - net of allowance of $384 and $587 at February 28, 2019 and May 31, 2018, respectively	1,477	2,893
Other receivables	401	563
Income taxes receivable	10	105
Prepaid and other current assets	1,509	1,552
Total current assets	3,822	10,437
Total property and equipment - net	16,464	25,228
OTHER ASSETS:
Restricted certificates of deposit	8,150	9,250
Condominium inventory	0	512
Land held for future development	414	414
Course development - net of accumulated amortization of $3,878 and $3,577 at February 28, 2019 and May 31, 2018, respectively	1,557	1,841
Goodwill	363	363
Other intangibles - net of accumulated amortization of $51 and $22 at February 28, 2019 and May 31, 2018, respectively	178	207
Other	1,241	555
Total other assets	11,903	13,142
TOTAL	32,189	48,807
CURRENT LIABILITIES:
Current portion of capital lease payable	419	380
Current portion of long-term debt	800	800
Current portion of lease acceleration payable	1,914	0
Accounts payable	4,052	1,991
Income taxes payable	79	70
Deferred income	3,169	3,758
Accrued and other liabilities	3,364	4,090
Total current liabilities	13,797	11,089
OTHER LONG-TERM LIABILITIES	1,296	2,688
CAPITAL LEASE PAYABLE, NET OF CURRENT PORTION	10,538	10,857
LONG-TERM DEBT, NET OF CURRENT PORTION	7,200	7,200
LONG-TERM LEASE ACCELERATION PAYABLE, NET OF CURRENT PORTION	3,285	0
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS' EQUITY:
Common stock, $0.0001 par value (50,000,000 authorized; 29,053,894 issued and 24,650,083 outstanding as of February 28, 2019; 28,685,195 issued and 24,344,122 outstanding as of May 31, 2018)	3	3
Additional paid-in capital	59,445	59,305
Accumulated deficit	(40,942)	(19,873)
Treasury stock, at cost (4,403,811 shares at February 28, 2019, and 4,341,073 shares at May 31, 2018)	(22,509)	(22,496)
Total National American University Holdings, Inc. stockholders' equity	(4,003)	16,939
Non-controlling interest	76	34
Total stockholders' equity	(3,927)	16,973
TOTAL	$ 32,189	$ 48,807

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands	Feb. 28, 2019	May 31, 2018
Statement of Financial Position [Abstract]
Allowance for student receivables	$ 384	$ 587
Accumulated amortization of course development	3,878	3,577
Accumulated amortization other intangibles	$ 51	$ 22
Common stock, par value	$ 0.0001	$ .0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	29,053,894	28,685,195
Common stock, shares outstanding	24,650,083	24,344,122
Treasury stock, shares	4,403,811	4,341,073

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
REVENUE:
Academic revenue	$ 10,501	$ 16,923	$ 39,060	$ 53,607
Auxiliary revenue	521	955	1,926	2,930
Rental income - apartments	345	349	1,042	1,049
Condominium sales	207	0	646	455
Other real estate income	49	0	152	0
Total revenues	11,623	18,227	42,826	58,041
OPERATING EXPENSES:
Cost of educational services	4,987	6,234	16,754	19,545
Selling, general and administrative	9,052	13,817	33,257	44,633
Auxiliary expense	352	686	1,324	2,079
Cost of condominium sales	153	0	507	427
Loss on lease termination and acceleration	1,116	0	4,215	362
Loss on impairment and disposition of property and equipment	254	1,076	6,692	2,071
Total operating expenses	15,914	21,813	62,749	69,117
OPERATING LOSS	(4,291)	(3,586)	(19,923)	(11,076)
OTHER INCOME (EXPENSE):
Interest income	37	14	100	63
Interest expense	(433)	(211)	(998)	(628)
Other (expense) income - net	130	8	48	95
Total other expense	(266)	(189)	(850)	(470)
LOSS BEFORE INCOME TAXES	(4,557)	(3,775)	(20,773)	(11,546)
INCOME TAX (EXPENSE) BENEFIT	7	83	(11)	268
NET LOSS	(4,550)	(3,692)	(20,784)	(11,278)
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST	(15)	(15)	(42)	(34)
NET LOSS ATTRIBUTABLE TO NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. AND SUBSIDIARIES	(4,565)	(3,707)	(20,826)	(11,312)
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX - Unrealized losses on investments, net of tax benefit	0	11	0	4
COMPREHENSIVE LOSS ATTRIBUTABLE TO NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.	$ (4,565)	$ (3,696)	$ (20,826)	$ (11,308)
Basic net loss per share attributable to National American University Holdings, Inc.	$ (.19)	$ (0.15)	$ (.85)	$ (0.47)
Diluted net loss per share attributable to National American University Holdings, Inc.	$ (0.19)	$ (0.15)	$ (0.85)	$ (0.47)
Basic weighted average shares outstanding	24,465,124	24,269,158	24,369,869	24,222,864
Diluted weighted average shares outstanding	24,465,124	24,269,158	24,369,869	24,222,864

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (20,784)	$ (11,278)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation and amortization	2,707	3,577
Loss on lease termination	4,215	362
Loss on impairment and disposition of property	6,692	2,071
Realized loss on sale of available for sale investments	0	16
Provision for uncollectable tuition	1,441	1,775
Noncash compensation expense	140	198
Deferred income taxes	0	(194)
Changes in assets and liabilities:
Student and other receivables	137	(2,732)
Prepaid and other current assets	43	11
Condominium inventory	512	431
Other assets	(686)	96
Income tax receivable/payable	104	(104)
Accounts payable	1,872	17
Deferred income	(832)	1,621
Accrued and other liabilities	(726)	(737)
Other long-term liabilities	(409)	(1,431)
Net cash flows used in operating activities	(5,574)	(6,301)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available for sale investments	0	(1,747)
Proceeds from sale of available for sale investments	0	4,668
Proceeds from the release of restricted certificates of deposit	1,100	0
Purchases of property and equipment	(607)	(1,695)
Proceeds from sale of property and equipment	545	210
Course development	(70)	(186)
Payments received on contract for deed	0	133
Other	0	23
Net cash flows provided by investing activities	968	1,406
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of capital lease payable	(280)	(244)
Purchase of treasury stock	(13)	(13)
Dividends paid	0	(2,184)
Net cash flows used in financing activities	(293)	(2,441)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(4,899)	(7,336)
CASH AND CASH EQUIVALENTS - Beginning of year	5,324	11,974
CASH AND CASH EQUIVALENTS - End of period	425	4,638
BALANCE SHEET RECONCILIATION
CASH AND CASH EQUIVALENTS	425	11,974
SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION:
Cash (received) paid for income taxes	(93)	30
Cash paid for interest	1,000	630
Property and equipment purchases included in accounts payable	$ 189	$ 0

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Treasury Stock	Accumulated Other Comprehensive Loss	Noncontrolling Interest	Total
Beginning Balance at May. 31, 2017	$ 3	$ 59,060	$ (6,622)	$ (22,481)	$ (4)	$ (16)	$ 29,940
Purchase of common stock for the treasury				(13)			(13)
Share based compensation expense		198					198
Dividends declared ($0.045 per share)			(1,090)				(1,090)
Net (loss) income			(11,312)			34	(11,278)
Other comprehensive loss, net of tax					4		4
Ending Balance at Feb. 28, 2018	3	59,258	(19,024)	(22,494)	0	18	17,761
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)
Purchase of common stock for the treasury				(13)			(13)
Share based compensation expense		140					140
Net (loss) income			(20,826)			42	(20,784)
Ending Balance at Feb. 28, 2019	$ 3	$ 59,445	$ (40,942)	$ (22,509)	$ 0	$ 76	$ (3,927)

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares	9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018
Statement of Stockholders' Equity [Abstract]
Dividends declared		$ 0.045
Number of common shares for treasury	13,713	6,137

1. STATEMENT PRESENTATION AND B

1. STATEMENT PRESENTATION AND BASIS OF CONSOLIDATION	9 Months Ended
	Feb. 28, 2019
Organization, Consolidation and Presentation of Financial Statements [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., 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 nine month periods ended February 28, 2019 and 2018 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 per share data or 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 On March 8, 2019, the Company received a letter from the Department of Education, in which it determined that NAU did not meet its financial responsibility standards for institutions that participate in Title IV programs. As a result, the letter required, among other things, NAU to either (1) post a letter of credit to the Department of Education in the amount of $36,652,785, representing 50% of the Title IV program funds awarded during the Company’s fiscal year ended May 31, 2018, or (2) post a letter of credit to the Department of Education in the amount of $10,995,835, representing 15% of the Title IV program funds awarded during the Company’s fiscal year ended May 31, 2018, to be accompanied by the provisional form of certification to participate in Title IV programs. On March 22, 2019, NAU submitted a request to the Department of Education for reconsideration of the letter of credit requirement, as well as the amount and timing for any required letter of credit. The result of the Company’s request was unknown as of the issuance date of these financial statements. Considering the Company’s financial position as of February 28, 2019 and the requirement to post a letter of credit to the Department of Education as described above if such requirement if not subsequently reconsidered or amended by the Department of Education, the Company believes that there is substantial doubt about its ability to continue as a going concern for at least twelve months following the issuance of these financial statements. During the quarter ended February 28, 2019, the Company continued to implement actions to address its liquidity needs as follows: ● During the quarter ended February 28, 2019, the Company continued to implement an operational plan that focuses on online academic programs and expanding its programming and services related to strategic security, counter-terrorism, and intelligence for the public and private sectors. In alignment with this new operational change, NAU suspended new student enrollment in 34 of its 128 programs and is in the process of closing its ground-based locations. This operational change may put additional pressure on the Company’s revenue in the immediate future. However, the Company expects a significant decrease in expenses with a lesser impact on revenue in the long run. See note 7 for further details on the Company’s operational change. ● The Company sold one out of two aircrafts for proceeds of $0.6 million on January 25, 2019. The estimated proceeds from the other aircraft, as well as the savings from the related maintenance and operating costs, are approximately $0.9 million. The Company has been actively marketing and advertising to sell the second aircraft, which management expects will be completed within the next few quarters. ● Management is actively pursuing mortgage financing of approximately $5 million with a portion of the company’s real estate serving as collateral. Also, the company is considering the sale of its real estate condominium holdings for approximately $4 million.

2. NATURE OF OPERATIONS

2. NATURE OF OPERATIONS	9 Months Ended
	Feb. 28, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	NAU is regionally accredited, proprietary institution of higher learning, offering associates, bachelors and master's degrees in many disciplines of study. Beginning June 2019, courses will be offered through online instruction only. NAU consists of a group of educators dedicated to serving its students to achieve success in attaining their educational goals to advance their career opportunities. 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, 2019
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	9 Months Ended
	Feb. 28, 2019
Revenue from Contract with Customer [Abstract]
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 606”) ASC Topic 605, Revenue Recognition (“ASC Topic 605”) ASC Topic 606 As a result of the adoption of ASC Topic 606 ASC Topic 606 ASC Topic 605 ASC Topic 606 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: Nine months ended February 28, Three months ended February 28, 2019 2019 Academic revenue $ 39,060 $ 10,501 Auxiliary revenue 1,926 521 Real estate revenue 1,840 601 Consolidated revenue $ 42,826 $ 11,623 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 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 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 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 the Company already received and is not entitled to retain are refunded back to the students and the Department of Education. Students are no longer entitled to a refund once 60% of the term has been completed. For students that have withdrawn from all classes during an academic term, the Company estimates the expected receivable balance 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 presents the Company’s net revenue disaggregated based on the timing of revenue recognition: Nine months ended February 28, 2019 Three months ended February 28, 2019 Services transferred over time: Tuition revenue, net of adjustments $ 39,060 $ 10,501 (transferred over the term of instruction) Rental income (transferred over the rental period) 1,042 345 Total 40,102 10,846 Goods or services transferred at a point in time: Auxiliary revenue 1,926 521 Other real estate income 152 49 Condominium sales 646 207 Total 2,724 777 Total revenue $ 42,826 $ 11,623

5. STUDENT RECEIVABLES, NET

5. STUDENT RECEIVABLES, NET	9 Months Ended
	Feb. 28, 2019
Accounts Receivable, after Allowance for Credit Loss [Abstract]
STUDENT RECEIVABLES, NET	Student accounts receivable is composed primarily of amounts due related to tuition and educational services. Student receivables, net consist of the following as of the respective period ends: February 28, 2019 May 31, 2018 Student accounts receivable $ 1,861 $ 3,480 Less allowance for doubtful accounts (384 ) (587 ) Student receivables, net $ 1,477 $ 2,893 The following summarizes the activity in the allowance for doubtful accounts for the respective periods: Nine months ended February 28, Nine months ended February 28, 2019 2018 Beginning allowance for doubtful accounts $ 587 $ 1,195 Provision for uncollectible accounts receivable 1,441 1,775 Write offs, net of Recoveries (1,644 ) (2,284 ) Ending allowance for doubtful accounts $ 384 $ 686

6. IMPAIRMENT OF LONG-LIVED ASS

6. IMPAIRMENT OF LONG-LIVED ASSETS	9 Months Ended
	Feb. 28, 2019
Supplemental Disclosure Of Cash Flow And Non Cash Information [Abstract]
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 cost to sell. All impairment charges are included in loss on impairment and disposition of property and equipment, within the NAU segment, in the consolidated financial statements. During the quarter ended November 30, 2017, upon our review of our assets for impairment, we determined the estimated future undiscounted cash flows associated with the assets of the Houston, Minnetonka, Bloomington, Brooklyn Center and Burnsville campuses were not sufficient to recover their carrying value. Accordingly, the carrying values of the assets, primarily leasehold improvements, were reduced to their fair value, which the Company believes to be minimal. An impairment charge of $1,009 related to these five locations was recorded. The impairment charge is included in loss on impairment and disposition of property, within the NAU segment, in the condensed consolidated financial statements. During the quarter ended August 31, 2018, the Company signed an early lease termination agreement without penalty for the Albuquerque East and Colorado Springs North locations. The Company consolidated the students from these two locations to other local campuses during the second quarter. 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. During the quarter ended November 30, 2018, the Company incurred additional asset impairment as the result of the Board-Approved Operational Change to Online Operations. See Note 7 below. There were no asset impairment charges recorded for the three months ended February 28, 2019.

7. BOARD-APPROVED OPERATIONAL C

7. BOARD-APPROVED OPERATIONAL CHANGE TO ONLINE OPERATIONS	9 Months Ended
	Feb. 28, 2019
Cost Of Condominium Sales
BOARD-APPROVED OPERATIONAL CHANGE TO ONLINE OPERATIONS	On October 29, 2018, the Company’s Board of Directors approved a strategic plan that focuses NAU’s growth strategies on online academic programs and expanding its programming and services related to strategic security, counter-terrorism, and intelligence for the public and private sectors. The Company remains committed to offering many of its current programs and maintaining its longstanding mission to assist students in achieving their educational goals and preparing them for employment in a rapidly evolving and increasingly competitive employment market. In alignment with its new strategic plan, NAU suspended new student enrollment in 34 of its 128 programs effective November 1, 2018. NAU continues to serve active students currently enrolled in these programs. To accelerate its operational change to online academic programs and to gain greater efficiencies through the centralization of its student-facing services, the Company is implementing appropriate staff reductions and other personnel actions. In addition, on March 22, 2019, the Company entered into both a Teach-Out and Transfer Agreement and an Asset Transfer Agreement with Brookline College with respect to the students, programs and certain assets of the Albuquerque West campus. The Company will continue to work with students to provide for completion of their programs with NAU or another institution. As a result, the Company determined that the carrying value of all assets for the ground locations that were not previously impaired, should be impaired as of November 1, 2018. The Company incurred a charge of $5.9 million to account for these fixed asset impairments. In addition, future lease obligations at the ground locations that were closed as of November 30, 2018, were accelerated, and a non-cash charge of $3.1 million was incurred to recognize the acceleration of these lease obligations. This non-cash lease acceleration was calculated using the present value of future payments and offset with estimated sublease income. During the three months ended February 28, 2019, the Company recorded an additional $1.1 million of accelerated lease acceleration related to the ground locations that were closed during quarter. This non-cash lease acceleration was calculated using the present value of future payments and offset with estimated sublease income.

8. STOCKHOLDERS' EQUITY

8. STOCKHOLDERS' EQUITY	9 Months Ended
	Feb. 28, 2019
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, 24,650,083 and 24,344,122 shares of common stock were outstanding as of February 28, 2019 and May 31, 2018, respectively. No shares of preferred stock or Class A common stock were outstanding at February 28, 2019 and May 31, 2018. Stock-Based Compensation Under the 2009 Stock Option and Compensation Plan (the “2009 Plan”) and the 2018 Stock Option and Compensation Plan (the “2018 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. The Company has settled an advisor services contract and management compensation in stock that totaled 176,455 shares valued at $19 for the quarter ended February 28, 2019 and 255,064 shares valued at $63 for the year to date period ended February 28, 2019. These issuances of stock reduce the shares available for future grants. At February 28, 2019 the Company had 11,050 shares and 1,623,545 available for future grants under its 2009 Plan and 2018 Plan, respectively. 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. Termination of the 2013 Plan was approved by the stockholders of National American University Holdings, Inc. at the 2018 Annual Meeting of Stockholders held October 9, 2018. At the 2018 Annual Meeting of National American University Holdings, Inc., the stockholders also approved the 2018 Stock Option and Compensation Plan (the “2018 Plan”). The Plan authorizes 1,800,000 shares to aid the Company in recruiting and retaining employees and to align the interests of employees, officers and directors with those of the Company’s stockholders. The Company may grant restricted stock awards, restricted stock units, stock options, stock appreciation rights, stock awards and other stock-based awards. The Plan expires ten years from its inception date. Restricted stock During the quarter ended November 30, 2018, 47,615 restricted stock shares with a weighted average grant date fair value of $2.10 per share vested. The Company has 113,635 non-vested restricted stock shares with a weighted average grant date fair value of $0.88 per share that were granted during the quarter ended November 30, 2018 and remain outstanding at February 28, 2019. These shares vest one year from the issuance date. Unrecognized compensation expense associated with these shares total $61 with a remaining amortization period of 0.6 year. Stock compensation expense totaling $25 and $73, respectively, was recorded in the condensed consolidated statements of operations and comprehensive loss during the quarter and year to date periods ended February 28, 2019. 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. During the quarter ended November 30, 2018, the Company granted stock options to purchase 50,000 shares of stock at a weighted average exercise price of $0.44 per share. The granted stock options vest over a one to two-year period from the date issued. No stock options were issued during the quarters ended August 31, 2018 and February 28, 2019. The following assumptions were used to determine the fair value of the stock options awarded: Assumptions used: For the three months ended February 28, 2019 Expected term (in years) 5.75 Weighted average expected volatility 66.6% Range of expected volatility 57.1% to 69.0% Weighted average risk-free interest rate 3.11% Range of risk-free interest rates 2.93% to 3.84% Weighted average expected dividend 0.00% Weighted average fair value per share $0.27 Stock options for 35,959 shares of common stock with a weighted average exercise price of $3.56 were forfeited during the year to date period ended February 28, 2019. At February 28, 2019, stock options for 207,391 shares are outstanding with a weighted exercise price of $2.79 and a weighted average remaining useful life of 5.9 years. Of the outstanding shares, 163,327 are exercisable with a weighted average exercise price of $3.43 and a weighted average remaining useful life of 4.8 years. No intrinsic value was associated with the stock options at February 28, 2019. The Company recorded compensation expense for stock options of $1 and $4, respectively, for the three and nine months ended February 28, 2019 in the consolidated statements of operations and comprehensive loss. Unamortized compensation associated with stock options at February 28, 2019 is $11 with a remaining amortization term of 1.4 years. 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 $0.0450 August 4, 2017 September 30, 2017 October 6, 2017 $0.0450

9. INCOME TAXES

9. INCOME TAXES	9 Months Ended
	Feb. 28, 2019
Income Tax Disclosure [Abstract]
INCOME TAXES	As of February 28, 2019, the Company had net operating loss (“NOL”) carryforwards of approximately $29,000, 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 nine months ended February 28, 2019, created a net tax benefit of approximately $4,609. 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 $8,511 is recorded at February 28, 2019, 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 0.05% for the nine months ended February 28, 2019, as compared to expense of 2.3% for the corresponding period in 2018. 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.

10. LOSS PER SHARE

10. LOSS PER SHARE	9 Months Ended
	Feb. 28, 2019
Earnings Per Share [Abstract]
LOSS 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: Nine months ended February 28, Three months ended February 28, 2019 2018 2019 2018 Numerator: Net loss attributable to National American University Holdings, Inc. $ (20,826 ) $ (11,312 ) $ (4,565 ) $ (3,707 ) Denominator: Weighted average shares outstanding used to compute basic net income per common share 24,369,869 24,222,864 24,465,124 24,269,158 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 24,369,869 24,222,864 24,465,124 24,269,158 Basic net loss per common share $ (0.85 ) $ (0.47 ) $ (0.19 ) $ (0.15 ) Diluted net loss per common share $ (0.85 ) $ (0.47 ) $ (0.19 ) $ (0.15 ) A total of 207,391 and 200,600 shares of common stock subject to issuance upon exercise of stock options for the nine and three months ended February 28, 2019 and 2018, respectively, have been excluded from the calculation of diluted EPS as the effect would have been anti-dilutive. A total of 113,635 and 47,615 shares of common stock subject to issuance upon vesting of restricted shares for the nine and three months ended February 28, 2019 and 2018, respectively, have been excluded from the calculation of diluted EPS as the effect would have been anti-dilutive.

11. COMMITMENTS AND CONTINGENCI

11. COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Feb. 28, 2019
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., Case No. 5:17-cv-05032-JLV In December 2018, NAU was served with a lawsuit (Summons and Petition) commenced by two former students of NAU, Shayanne Bowman and Jackquelynn Mortenson (Plaintiffs), in Missouri state court, alleging claims of fraud and misrepresentations as to the quality and value of the educational degrees that were being pursued by the two Plaintiffs, and also a claim under the Missouri Merchandising Practices Act. The Petition (Complaint) does not specify the damages being sought by Plaintiffs in the lawsuit. The case is styled Shayanne Bowman and Jackquelynn Mortenson v. Dlorah, Inc., d/b/a National American University, et al., Case No. 1816-cv30104, and is pending in Jackson County Circuit Court (MO). Three individual defendants, also included in the lawsuit, were all former employees of NAU. The Company served and filed, on January 2, 2019, a formal response to the Petition in the form of a motion to dismiss the Petition. The Company simultaneously filed papers seeking to remove the lawsuit to federal court. The Company’s response to the lawsuit denied any legal wrongdoing or liability. The Company intends to vigorously defend the lawsuit. We cannot predict the outcome of this litigation, nor its ability to harm our reputation, impose litigation costs, or materially adversely affect our business, financial condition, and results of operations. The amount or range of reasonably possible losses cannot be determined at this time and, accordingly, no liability has been accrued for this matter. On December 1, 2016 , KLE Construction, LLC (“KLE”) filed a mechanic's lien against Dlorah, Inc., in connection with the construction of a retaining wall and associated work at the Arrowhead View Addition project of Fairway Hills in Rapid City, SD, in the amount of $9 million. KLE subsequently commenced an action to foreclose the mechanic's lien. In a separate proceeding involving this dispute, on July 17, 2017, the District Court for South Dakota, Western Division, issued an Order staying Dlorah, lnc.'s action against KLE and referring the matter to arbitration. On March 12, 2019, the arbitrator issued a Final Award in favor of KLE and against Dlorah, Inc., in the amount of $.8 million, which includes principal, prejudgment interest, attorneys' fees, and costs through March 1, 2019. The parties subsequently entered into a Post-Arbitration Agreement, in which they agreed, among other things, that KLE would take no collection efforts before June 1, 2019. If payment is not made by that date, then KLE may file a Confession of Judgment signed by Dlorah, Inc. and a Judgment of Foreclosure would be entered against the real estate subject to KLE's mechanic's lien.

12. FAIR VALUE MEASUREMENTS

12. FAIR VALUE MEASUREMENTS	9 Months Ended
	Feb. 28, 2019
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 (Level 1) (Level 2) (Level 3) value February 28, 2019 Investments: Restricted certificates of deposit $ - $ 8,150 $ - $ 8,150 Total assets at fair value $ - $ 8,150 $ - $ 8,150 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:

13. SEGMENT REPORTING

13. SEGMENT REPORTING	9 Months Ended
	Feb. 28, 2019
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, Nine months ended February 28, 2019 2018 NAU Other Consolidated NAU Other Consolidated Revenue: Academic $ 39,060 $ - $ 39,060 $ 53,607 $ - $ 53,607 Auxiliary 1,926 - 1,926 2,930 - 2,930 Rental income apartments - 1,042 1,042 - 1,049 1,049 Condominium sales - 646 646 - 455 455 Other real estate income - 152 152 - - - Total revenue 40,986 1,840 42,826 56,537 1,504 58,041 Operating expenses: Cost of educational services 16,754 - 16,754 19,545 - 19,545 Selling, general & administrative 31,668 1,589 33,257 43,166 1,467 44,633 Auxiliary 1,324 - 1,324 2,079 - 2,079 Cost of condominium sales - 507 507 - 427 427 Loss on lease termination 4,215 - 4,215 2,112 - 2,112 Loss (gain) on disp/impairment of property 6,406 286 6,692 362 (41 ) 321 Total operating expenses 60,367 2,382 62,749 67,264 1,853 69,117 Loss from operations (19,381 ) (542 ) (19,923 ) (10,727 ) (349 ) (11,076 ) Other income (expense): Interest income 25 75 100 58 5 63 Interest expense (604 ) (394 ) (998 ) (628 ) - (628 ) Other income (loss) - net 48 - 48 (49 ) 144 95 Total other (expense)income (531 ) (319 ) (850 ) (619 ) 149 (470 ) Loss before taxes $ (19,912 ) $ (861 ) $ (20,773 ) $ (11,346 ) $ (200 ) $ (11,546 ) As of February 28, 2019 As of February 28, 2018 NAU Other Consolidated NAU Other Consolidated Total assets $ 20,058 $ 12,131 $ 32,189 $ 31,851 $ 11,404 $ 43,255 Three months ended February 28, Three months ended February 28, 2019 2018 NAU Other Consolidated NAU Other Consolidated Revenue: Academic $ 10,501 $ - $ 10,501 $ 16,923 $ - $ 16,923 Auxiliary 521 - 521 955 - 955 Rental income apartments - 345 345 - 349 349 Condominium sales - 207 207 - - - Other real estate income - 49 49 - - - Total revenue 11,022 601 11,623 17,878 349 18,227 Operating expenses: Cost of educational services 4,987 - 4,987 6,234 - 6,234 Selling, general & administrative 8,510 542 9,052 13,386 431 13,817 Auxiliary 352 - 352 686 - 686 Cost of condominium sales - 153 153 - - - Loss on lease termination 1,116 - 1,116 - - - Loss (gain) on disp/impairment of property (32 ) 286 254 1,076 - 1,076 Total operating expenses 14,933 981 15,914 21,382 431 21,813 Loss from operations (3,911 ) (380 ) (4,291 ) (3,504 ) (82 ) (3,586 ) Other income (expense): Interest income 13 24 37 14 - 14 Interest expense (200 ) (233 ) (433 ) (211 ) - (211 ) Other income (loss) - net 130 - 130 (40 ) 48 8 Total other (expense)income (57 ) (209 ) (266 ) (237 ) 48 (189 ) Loss before taxes $ (3,968 ) $ (589 ) $ (4,557 ) $ (3,741 ) $ (34 ) $ (3,775 )

14. LETTER OF CREDIT AND LONG-T

14. LETTER OF CREDIT AND LONG-TERM DEBT	9 Months Ended
	Feb. 28, 2019
Debt Disclosure [Abstract]
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 letter of credit was required by the state of New Mexico in an amount set by the New Mexico Department of Higher Education. The agreement expired December 19, 2018. This $1,000 letter of credit and the Company’s purchasing card account were secured by a restricted certificate of deposit totaling $1,250. The certificate of deposit matured on December 19, 2018. Great Western Bank had restricted the $1,250 certificate of deposit as collateral for the $1,000 letter of credit and the Company’s purchasing card account that carried a credit limit of $250. The Company replaced the $1,000 letter of credit required by the State of New Mexico by submitting an acceptable bond in place of the letter of credit. The bond has no collateral requirements and, as a result, the restriction was released by the bank and the Company restored $1,100 of this restricted cash to unrestricted operating cash effective December 19, 2018. A $150 newly-created restricted certificate of deposit secures the Company’s purchasing card account that currently carries a reduced credit limit of $150. On May 17, 2018, Dlorah and the Company jointly and severally issued to Black Hills Community Bank, N.A. (“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 consecutive monthly 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 of 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 February 28, 2019, the Company is in compliance with the covenants included in the Loan Agreements. The restricted cash balance on the balance sheet includes the $8,000 cash held as restricted certificates of deposit for the promissory note, and $150 held as a certificate of deposit by Great Western Bank to collateralize the company’s purchasing card.

15. REGULATORY MATTERS

15. REGULATORY MATTERS	9 Months Ended
	Feb. 28, 2019
Regulated Operations [Abstract]
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 or 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; however, on March 8, 2019, NAU received a letter from the Department of Education indicating that it determined our composite score for the fiscal year ended May 31, 2018 to be 1.1. The Department of Education letter of March 8, 2019 also noted several financial matters described in the footnotes to the Company’s audited financial statements for the fiscal year ended May 31, 2018 and the Company’s Form 10-Q filed with the SEC on January 22, 2019, and the Company’s delisting from the Nasdaq and relisting on the OTCQB, and determined that NAU did not meet its financial responsibility standards for institutions that participate in Title IV programs. As a result, the Department of Education’s letter of March 8, 2019 imposed additional reporting requirements on NAU with respect to its financial condition including bi-weekly cash balance submissions and monthly submissions of actual and projected cash flow statements, and notification requirements regarding certain enumerated events should they occur in the future; required NAU to process Title IV program funds under the heightened cash monitoring method of payment;and informed NAU that it could continue to participate in Title IV programs by either (1) posting a letter of credit to the Department of Education in the amount of $36,652,785, representing 50% of the Title IV program funds awarded during the Company’s fiscal year ended May 31, 2018, or (2) posting a letter of credit to the Department of Education in the amount of $10,995,835, representing 15% of the Title IV program funds awarded during the Company’s fiscal year ended May 31, 2018, accompanied by the provisional form of certification to participate in Title IV programs. On March 22, 2019, the Company submitted a request to the Department of Education for reconsideration of its imposition of the letter of credit, as well as the amount and timing for any required letter of credit.

4. REVENUES (Tables)

4. REVENUES (Tables)	9 Months Ended
	Feb. 28, 2019
Revenue from Contract with Customer [Abstract]
Revenue recognition	The following table presents the Company’s revenues from contracts with customers disaggregated by material revenue category: Nine months ended February 28, Three months ended February 28, 2019 2019 Academic revenue $ 39,060 $ 10,501 Auxiliary revenue 1,926 521 Real estate revenue 1,840 601 Consolidated revenue $ 42,826 $ 11,623
Disaggregation of revenue	The following presents the Company’s net revenue disaggregated based on the timing of revenue recognition: Nine months ended February 28, 2019 Three months ended February 28, 2019 Services transferred over time: Tuition revenue, net of adjustments $ 39,060 $ 10,501 (transferred over the term of instruction) Rental income (transferred over the rental period) 1,042 345 Total 40,102 10,846 Goods or services transferred at a point in time: Auxiliary revenue 1,926 521 Other real estate income 152 49 Condominium sales 646 207 Total 2,724 777 Total revenue $ 42,826 $ 11,623

5. STUDENT RECEIVABLES, NET (Ta

5. STUDENT RECEIVABLES, NET (Tables)	9 Months Ended
	Feb. 28, 2019
Accounts Receivable, after Allowance for Credit Loss [Abstract]
Schedule of student receivables	Student receivables, net consist of the following as of the respective period ends: February 28, 2019 May 31, 2018 Student accounts receivable $ 1,861 $ 3,480 Less allowance for doubtful accounts (384 ) (587 ) Student receivables, net $ 1,477 $ 2,893
Summary of the student receivables allowance for doubtful accounts activity	The following summarizes the activity in the allowance for doubtful accounts for the respective periods: Nine months ended February 28, Nine months ended February 28, 2019 2018 Beginning allowance for doubtful accounts $ 587 $ 1,195 Provision for uncollectible accounts receivable 1,441 1,775 Write offs, net of Recoveries (1,644 ) (2,284 ) Ending allowance for doubtful accounts $ 384 $ 686

8. STOCKHOLDERS' EQUITY (Tables

8. STOCKHOLDERS' EQUITY (Tables)	9 Months Ended
	Feb. 28, 2019
Equity [Abstract]
Schedule of assumptions	The following assumptions were used to determine the fair value of the stock options awarded: Assumptions used: For the three months ended February 28, 2019 Expected term (in years) 5.75 Weighted average expected volatility 66.6% Range of expected volatility 57.1% to 69.0% Weighted average risk-free interest rate 3.11% Range of risk-free interest rates 2.93% to 3.84% Weighted average expected dividend 0.00% Weighted average fair value per share $0.27
Summary of dividend payments	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 $0.0450 August 4, 2017 September 30, 2017 October 6, 2017 $0.0450

10. LOSS PER SHARE (Tables)

10. LOSS PER SHARE (Tables)	9 Months Ended
	Feb. 28, 2019
Earnings Per Share [Abstract]
Reconciliation of numerator and denominator for basic and diluted EPS computations	The following is a reconciliation of the numerator and denominator for the basic and diluted EPS computations: Nine months ended February 28, Three months ended February 28, 2019 2018 2019 2018 Numerator: Net loss attributable to National American University Holdings, Inc. $ (20,826 ) $ (11,312 ) $ (4,565 ) $ (3,707 ) Denominator: Weighted average shares outstanding used to compute basic net income per common share 24,369,869 24,222,864 24,465,124 24,269,158 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 24,369,869 24,222,864 24,465,124 24,269,158 Basic net loss per common share $ (0.85 ) $ (0.47 ) $ (0.19 ) $ (0.15 ) Diluted net loss per common share $ (0.85 ) $ (0.47 ) $ (0.19 ) $ (0.15 )

12. FAIR VALUE MEASUREMENTS (Ta

12. FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Feb. 28, 2019
Fair Value Disclosures [Abstract]
Summary of assets and liabilities measured at fair value on recurring basis	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 (Level 1) (Level 2) (Level 3) value February 28, 2019 Investments: Restricted certificates of deposit $ - $ 8,150 $ - $ 8,150 Total assets at fair value $ - $ 8,150 $ - $ 8,150 May 31, 2018 Investments: Restricted certificates of deposit $ - $ 9,250 $ - $ 9,250 Total assets at fair value $ - $ 9,250 $ - $ 9,250

13. SEGMENT REPORTING (Tables)

13. SEGMENT REPORTING (Tables)	9 Months Ended
	Feb. 28, 2019
Segment Reporting [Abstract]
Financial information of reportable segment	The following table presents the reportable segment financial information, in thousands: Nine months ended February 28, Nine months ended February 28, 2019 2018 NAU Other Consolidated NAU Other Consolidated Revenue: Academic $ 39,060 $ - $ 39,060 $ 53,607 $ - $ 53,607 Auxiliary 1,926 - 1,926 2,930 - 2,930 Rental income apartments - 1,042 1,042 - 1,049 1,049 Condominium sales - 646 646 - 455 455 Other real estate income - 152 152 - - - Total revenue 40,986 1,840 42,826 56,537 1,504 58,041 Operating expenses: Cost of educational services 16,754 - 16,754 19,545 - 19,545 Selling, general & administrative 31,668 1,589 33,257 43,166 1,467 44,633 Auxiliary 1,324 - 1,324 2,079 - 2,079 Cost of condominium sales - 507 507 - 427 427 Loss on lease termination 4,215 - 4,215 2,112 - 2,112 Loss (gain) on disp/impairment of property 6,406 286 6,692 362 (41 ) 321 Total operating expenses 60,367 2,382 62,749 67,264 1,853 69,117 Loss from operations (19,381 ) (542 ) (19,923 ) (10,727 ) (349 ) (11,076 ) Other income (expense): Interest income 25 75 100 58 5 63 Interest expense (604 ) (394 ) (998 ) (628 ) - (628 ) Other income (loss) - net 48 - 48 (49 ) 144 95 Total other (expense)income (531 ) (319 ) (850 ) (619 ) 149 (470 ) Loss before taxes $ (19,912 ) $ (861 ) $ (20,773 ) $ (11,346 ) $ (200 ) $ (11,546 ) As of February 28, 2019 As of February 28, 2018 NAU Other Consolidated NAU Other Consolidated Total assets $ 20,058 $ 12,131 $ 32,189 $ 31,851 $ 11,404 $ 43,255 Three months ended February 28, Three months ended February 28, 2019 2018 NAU Other Consolidated NAU Other Consolidated Revenue: Academic $ 10,501 $ - $ 10,501 $ 16,923 $ - $ 16,923 Auxiliary 521 - 521 955 - 955 Rental income apartments - 345 345 - 349 349 Condominium sales - 207 207 - - - Other real estate income - 49 49 - - - Total revenue 11,022 601 11,623 17,878 349 18,227 Operating expenses: Cost of educational services 4,987 - 4,987 6,234 - 6,234 Selling, general & administrative 8,510 542 9,052 13,386 431 13,817 Auxiliary 352 - 352 686 - 686 Cost of condominium sales - 153 153 - - - Loss on lease termination 1,116 - 1,116 - - - Loss (gain) on disp/impairment of property (32 ) 286 254 1,076 - 1,076 Total operating expenses 14,933 981 15,914 21,382 431 21,813 Loss from operations (3,911 ) (380 ) (4,291 ) (3,504 ) (82 ) (3,586 ) Other income (expense): Interest income 13 24 37 14 - 14 Interest expense (200 ) (233 ) (433 ) (211 ) - (211 ) Other income (loss) - net 130 - 130 (40 ) 48 8 Total other (expense)income (57 ) (209 ) (266 ) (237 ) 48 (189 ) Loss before taxes $ (3,968 ) $ (589 ) $ (4,557 ) $ (3,741 ) $ (34 ) $ (3,775 )

1. STATEMENT PRESENTATION AND_2

1. STATEMENT PRESENTATION AND BASIS OF CONSOLIDATION (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	May 31, 2018	May 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash used in operating activities	$ 5,574	$ 6,301
Decrease in cash and cash equivalents	(4,899)	(7,336)
Cash and cash equivalents	425	$ 4,638	$ 5,324	$ 11,974
Working capital	(10,000)
Certificate of deposit now available for operating purposes	1,100
Proceeds from sale of available-for-sale aircraft	600
Estimated proceeds from sale of other aircraft	$ 900

3. RECENTLY ADOPTED AND NEW A_2

3. RECENTLY ADOPTED AND NEW ACCOUNTING PRONOUNCEMENTS (Details Narrative) $ in Thousands	9 Months Ended
	Feb. 28, 2019USD ($)
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Cumulative impact	$ 200

4. REVENUES (Details)

4. REVENUES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
Revenue from Contract with Customer [Abstract]
Academic revenue	$ 10,501	$ 16,923	$ 39,060	$ 53,607
Auxiliary revenue	521	955	1,926	2,930
Real estate revenue	601		1,840
Total revenues	$ 11,623	$ 18,227	$ 42,826	$ 58,041

4. REVENUES (Details 1)

4. REVENUES (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
Services transferred over time:
Tuition revenue, net of adjustments (transferred over the term of instruction)	$ 10,501	$ 16,923	$ 39,060	$ 53,607
Rental income (transferred over the rental period)	345	349	1,042	1,049
Total	10,846		40,102
Goods or services transferred at a point in time:
Auxiliary revenue	521	955	1,926	2,930
Other real estate income	49	0	152	0
Condominium sales	207	0	646	455
Total	777		2,724
Total revenues	$ 11,623	$ 18,227	$ 42,826	$ 58,041

4. REVENUES (Details Narrative)

4. REVENUES (Details Narrative) $ in Thousands	9 Months Ended
	Feb. 28, 2019USD ($)
Revenue from Contract with Customer [Abstract]
Cumulative impact	$ 200

5. STUDENT RECEIVABLES, NET (De

5. STUDENT RECEIVABLES, NET (Details) - USD ($) $ in Thousands	Feb. 28, 2019	May 31, 2018
Accounts Receivable, after Allowance for Credit Loss [Abstract]
Student accounts receivable	$ 1,861	$ 3,480
Less allowance for doubtful accounts	(384)	(587)
Student receivables, net	$ 1,477	$ 2,893

5. STUDENT RECEIVABLES, NET (_2

5. STUDENT RECEIVABLES, NET (Details 1) - USD ($) $ in Thousands	9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018
Accounts Receivable, after Allowance for Credit Loss [Abstract]
Beginning allowance for doubtful accounts	$ 587	$ 1,195
Provisions for uncollectible accounts receivable	1,441	1,775
Write-offs net of recoveries	(1,644)	(2,284)
Ending allowance for doubtful accounts	$ 384	$ 686

8. STOCKHOLDERS EQUITY (Details

8. STOCKHOLDERS EQUITY (Details)	3 Months Ended
	Feb. 28, 2019$ / shares
Equity [Abstract]
Expected term (in years)	5 years 9 months
Weighted average expected volatility	66.60%
Range of expected volatility, minimum	57.10%
Range of expected volatility, maximum	69.00%
Weighted average risk-free interest rate	3.11%
Range of risk-free interest rates, minimum	2.93%
Range of risk-free interest rates, maximum	3.84%
Weighted average expected dividend	0.00%
Weighted average fair value per share	$ .27

8. STOCKHOLDERS EQUITY (Detai_2

8. STOCKHOLDERS EQUITY (Details 1)	9 Months Ended
	Feb. 28, 2019$ / shares
Period 1 [Member]
Date declared	Apr. 13, 2017
Record date	Jun. 30, 2017
Payment date	Jul. 7, 2017
Per share	$ 0.0450
Period 2 [Member]
Date declared	Aug. 4, 2017
Record date	Sep. 30, 2017
Payment date	Oct. 6, 2017
Per share	$ 0.0450

8. STOCKHOLDERS EQUITY (Detai_3

8. STOCKHOLDERS EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Feb. 28, 2019	Feb. 28, 2019	May 31, 2018
Total authorized capital stock	51,100,000	51,100,000	51,100,000
Common stock, shares authorized	50,000,000	50,000,000	50,000,000
Common stock, par value	$ 0.0001	$ 0.0001	$ .0001
Common stock, shares outstanding	24,650,083	24,650,083	24,344,122
Preferred stock shares 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
2009 Stock Option Plan [Member]
Share based compensation, shares	176,455	255,064
Share based compensation	$ 19	$ 63
Shares available for future grants under its stock-based compensation plans	11,050	11,050
2018 Stock Option Plan [Member]
Shares authorized	1,800,000	1,800,000
Shares available for future grants under its stock-based compensation plans	1,623,545	1,623,545
Restricted Stock [Member]
Share based compensation	$ 25	$ 73
Vested restricted stock shares	47,615	47,615
Vested restricted stock shares, weighted average grant date fair value	$ 2.10
Non-vested restricted stock shares	113,635	113,635
Non-vested restricted stock shares, weighted average grant date fair value	$ .88	$ .88
Unrecognized compensation expense	$ 61	$ 61
Remaining amortization life		7 months 6 days
Equity Option [Member]
Share based compensation	$ 1	$ 4
Stock options granted		50,000
Stock options granted, weighted average exercise price		$ .44
Stock options forfeited		35,959
Stock options forfeited, weighted average exercise price		$ 3.56
Stock options outstanding		207,391
Stock options outstanding, weighted average exercise price	$ 2.79	$ 2.79
Stock options outstanding, weighted average remaining useful life		5 years 10 months 24 days
Stock options exercisable	163,327	163,327
Stock options exercisable, weighted average exercise price	$ 3.43	$ 3.43
Stock options exercisable, remaining useful life		4 years 9 months 18 days
Unamortized compensation on stock options	$ 11	$ 11
Remaning amortization on stock options		1 year 4 months 24 days
Class A Common Stock [Member]
Common stock, shares authorized	100,000	100,000	100,000
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares outstanding	0	0	0

9. INCOME TAXES (Details Narrat

9. INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018
Income Tax Disclosure [Abstract]
NOL carryforward	$ 29,000
Net tax benefit	(4,609)
Valuation allowance	$ 8,511
Effective tax rate	0.05%	2.30%

10. LOSS PER SHARE (Details)

10. LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
Numerator:
Net loss attributable to National American University Holdings, Inc.	$ (4,565)	$ (3,707)	$ (20,826)	$ (11,312)
Denominator:
Weighted average shares outstanding used to compute basic net income per common share	24,465,124	24,269,158	24,369,869	24,222,864
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	24,465,124	24,269,158	24,369,869	24,222,864
Basic net loss per common share	$ (.19)	$ (0.15)	$ (.85)	$ (0.47)
Diluted net loss per common share	$ (0.19)	$ (0.15)	$ (0.85)	$ (0.47)

10. LOSS PER SHARE (Details Nar

10. LOSS PER SHARE (Details Narrative) - shares	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
Equity Option [Member]
Number of shares excluded from calculation of diluted EPS	207,391	200,600	207,391	200,600
Restricted Stock [Member]
Number of shares excluded from calculation of diluted EPS	113,635	47,615	113,635	47,615

12. FAIR VALUE MEASUREMENTS (De

12. FAIR VALUE MEASUREMENTS (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands	Feb. 28, 2019	May 31, 2018
Investments
Total assets at fair value	$ 8,150	$ 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	8,150	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	8,150	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	8,150	9,250
Restricted Certificate of Deposit [Member] | Fair Value, Inputs, Level 3 [Member]
Investments
Total assets at fair value	$ 0	$ 0

13. SEGMENT REPORTING (Details)

13. SEGMENT REPORTING (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018	May 31, 2018
REVENUE:
Academic	$ 10,501	$ 16,923	$ 39,060	$ 53,607
Auxiliary	521	955	1,926	2,930
Rental income apartments	345	349	1,042	1,049
Condominium sales	207	0	646	455
Other real estate income	49	0	152	0
Total revenues	11,623	18,227	42,826	58,041
OPERATING EXPENSES:
Cost of educational services	4,987	6,234	16,754	19,545
Selling, general & administrative	9,052	13,817	33,257	44,633
Auxiliary	352	686	1,324	2,079
Cost of condominium sales	153	0	507	427
Loss on lease termination	1,116	0	4,215	2,112
Loss (gain) on disp/impairment of property	254	1,076	6,692	321
Total operating expenses	15,914	21,813	62,749	69,117
Loss from operations	(4,291)	(3,586)	(19,923)	(11,076)
OTHER INCOME (EXPENSE):
Interest income	37	14	100	63
Interest expense	(433)	(211)	(998)	(628)
Other income (loss) - net	130	8	48	95
Total other (expense) income	(266)	(189)	(850)	(470)
Loss before taxes	(4,557)	(3,775)	(20,773)	(11,546)
Total assets	32,189	43,255	32,189	43,255	$ 48,807
Nau [Member]
REVENUE:
Academic	10,501	16,923	39,060	53,607
Auxiliary	521	955	1,926	2,930
Rental income apartments	0	0	0	0
Condominium sales	0	0	0	0
Other real estate income	0	0	0	0
Total revenues	11,022	17,878	40,986	56,537
OPERATING EXPENSES:
Cost of educational services	4,987	6,234	16,754	19,545
Selling, general & administrative	8,510	13,386	31,668	43,166
Auxiliary	352	686	1,324	2,079
Cost of condominium sales	0	0	0	0
Loss on lease termination	1,116	0	4,215	2,112
Loss (gain) on disp/impairment of property	(32)	1,076	6,406	362
Total operating expenses	14,933	21,382	60,367	67,264
Loss from operations	(3,911)	(3,504)	(19,381)	(10,727)
OTHER INCOME (EXPENSE):
Interest income	13	14	25	58
Interest expense	(200)	(211)	(604)	(628)
Other income (loss) - net	130	(40)	48	(49)
Total other (expense) income	(57)	(237)	(531)	(619)
Loss before taxes	(3,968)	(3,741)	(19,912)	(11,346)
Total assets	20,058	31,851	20,058	31,851
Other Segments [Member]
REVENUE:
Academic	0	0	0	0
Auxiliary	0	0	0	0
Rental income apartments	345	349	1,042	1,049
Condominium sales	207	0	646	455
Other real estate income	49	0	152	0
Total revenues	601	349	1,840	1,504
OPERATING EXPENSES:
Cost of educational services	0	0	0	0
Selling, general & administrative	542	431	1,589	1,467
Auxiliary	0	0	0	0
Cost of condominium sales	153	0	507	427
Loss on lease termination	0	0	0	0
Loss (gain) on disp/impairment of property	286	0	286	(41)
Total operating expenses	981	431	2,382	1,853
Loss from operations	(380)	(82)	(542)	(349)
OTHER INCOME (EXPENSE):
Interest income	24	0	75	5
Interest expense	(233)	0	(394)	0
Other income (loss) - net	0	48	0	144
Total other (expense) income	(209)	48	(319)	149
Loss before taxes	(589)	(34)	(861)	(200)
Total assets	$ 12,131	$ 11,404	$ 12,131	$ 11,404

14. LETTER OF CREDIT AND LONG_2

14. LETTER OF CREDIT AND LONG-TERM DEBT (Details Narrative) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Feb. 28, 2019	May 31, 2018
Certificate of deposit now available for operating purposes	$ 1,100
New restricted certificate of deposit	150
Restricted cash that processes credit card payments by students	750
Certificate of deposit to collateralize the company's purchasing card	$ 150
Unsecured Revolving Line Of Credit [Member]
Line of credit maximum borrowing capacity		$ 1,000
Line of credit security		$ 1,250
Line of credit maturity date		Dec. 19, 2018
Purchasing card credit limit		$ 250
Promissory note		8,000
Certificates of deposit		$ 8,000
Fixed interest rate		4.00%
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 composite score	1	1	1
Maximum composite score	3	3	3
Composite score	1.3	1.8	1.8

Uncategorized Items - nauh-2019

Label	Element	Value
TOTAL CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	$ 8,575,000
TOTAL CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	4,638,000
RESTRICTED CASH	us-gaap_RestrictedCash	8,150,000
RESTRICTED CASH	us-gaap_RestrictedCash	$ 0