National American University Holdings, Inc. (Form: 10-Q, Received: 10/04/2013 10:55:42)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2013

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-34751

National American University Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware		83-0479936
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5301 S. Highway 16
Rapid City, SD		57701
(Address of principal executive offices)		(Zip Code)

(605) 721-5200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of September 30, 2013, 25,085,074 shares of common stock, $0.0001 par value were outstanding.

NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. AND SUBSIDIARIES

INDEX


		Page of Form 10-Q
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS		3
	Unaudited Condensed Consolidated Balance Sheet as of August 31, 2013 and Condensed Consolidated Balance Sheet as of May 31, 2013		3
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended August 31, 2013 and August 31, 2012		4
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended August 31, 2013 and August 31, 2012		5
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended August 31, 2013 and August 31, 2012		6
	Notes to Unaudited Condensed Consolidated Financial Statements		8
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		17
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		26
ITEM 4.	CONTROLS AND PROCEDURES		26

PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS		26
ITEM 1A.	RISK FACTORS		27
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		28
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		29
ITEM 4.	MINE SAFETY DISCLOSURES		29
ITEM 5.	OTHER INFORMATION		29
ITEM 6.	EXHIBITS		29

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

AS OF AUGUST 31, 2013 AND CONDENSED

CONSOLIDATED BALANCE SHEET AS OF MAY 31, 2013

(In thousands except share data)


	August 31,			May 31,
	2013			2013
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	8,742		$	11,130
Available for sale investments		23,235			20,748
Student receivables—net of allowance of $689 and $870 at August 31, 2013 and May 31, 2013, respectively		2,867			3,628
Other receivables		519			722
Income tax receivable		355			122
Deferred income taxes		1,279			1,353
Prepaid and other current assets		1,356			841

Total current assets		38,353			38,544

Total property and equipment—net		43,858			44,944

OTHER ASSETS:
Condominium inventory		1,257			1,778
Land held for future development		312			312
Course development—net of accumulated amortization of $2,154 and $2,066 at August 31, 2013 and May 31, 2013, respectively		1,125			1,107
Other		1,373			1,397

		4,067			4,594

TOTAL	$	86,278		$	88,082

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of capital lease payable	$	73		$	66
Accounts payable		4,567			5,403
Dividends payable		1,131			1,004
Student accounts payable		1,236			1,067
Deferred income		215			195
Accrued and other liabilities		6,747			6,966

Total current liabilities		13,969			14,701

DEFERRED INCOME TAXES		5,600			5,720

OTHER LONG-TERM LIABILITIES		6,549			6,479

CAPITAL LEASE PAYABLE, NET OF CURRENT PORTION		10,374			10,394

COMMITMENTS AND CONTINGENCIES (Note 7)
STOCKHOLDERS’ EQUITY:
Common stock, $0.0001 par value (50,000,000 authorized; 28,138,905 issued and 25,085,074 outstanding as of August 31, 2013; 28,090,269 issued and 25,047,086 outstanding as of May 31, 2013		3			3
Additional paid-in capital		58,193			57,656
Retained earnings		11,153			12,610
Treasury stock, at cost (3,053,831 shares at August 31, 2013 and 3,043,183 at May 31, 2013)		(19,399	)		(19,359	)
Accumulated other comprehensive income, net of taxes—unrealized gain on available for sale securities		2			7

Total National American University Holdings, Inc. stockholders’ equity		49,952			50,917

Non-controlling interest		(166	)		(129	)
Total equity		49,786			50,788

TOTAL	$	86,278		$	88,082

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED AUGUST 31, 2013 AND 2012

(In thousands except share data)


	Three Months Ended
	August 31,
	2013			2012
REVENUE:
Academic revenue	$	27,650		$	26,477
Auxiliary revenue		2,772			2,699
Rental income—apartments		287			274
Condominium sales		220			0

Total revenue		30,929			29,450

OPERATING EXPENSES:
Cost of educational services		7,005			7,135
Selling, general and administrative		22,222			20,421
Auxiliary expense		1,970			1,843
Cost of condominium sales		191			0
(Gain) loss on disposition of property		(97	)		73

Total operating expenses		31,291			29,472

OPERATING LOSS		(362	)		(22	)

OTHER INCOME (EXPENSE):
Interest income		26			31
Interest expense		(252	)		(253	)
Other income—net		44			35

Total other expense		(182	)		(187	)

LOSS BEFORE INCOME TAXES		(544	)		(209	)
INCOME TAX BENEFIT		178			58

NET LOSS		(366	)		(151	)
NET LOSS (INCOME) ATTRIBUTABLE TO NON-CONTROLLING INTEREST		37			(13	)

NET LOSS ATTRIBUTABLE TO NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. AND SUBSIDIARIES		(329	)		(164	)
OTHER COMPREHENSIVE LOSS—Unrealized losses on investments, net of tax		(5	)		(22	)

COMPREHENSIVE LOSS ATTRIBUTABLE TO NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.	$	(334	)	$	(186	)

Basic net loss attributable to National American University Holdings, Inc.	$	(0.01	)	$	(0.01	)
Diluted net loss attributable to National American University Holdings, Inc.	$	(0.01	)	$	(0.01	)
Basic weighted average shares outstanding		25,056,382			25,574,478
Diluted weighted average shares outstanding		25,056,382			25,574,478

The accompanying notes are an integral part of these condensed consolidated financial statements.

-4-

NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED AUGUST 31, 2013 AND 2012

(In thousands except share data)


	Equity attributable to National American University Holdings, Inc. and Subsidiaries
								Accumulated
			Additional					other									Total
	Common		paid-in		Retained			comprehensive			Treasury			Non-controlling			stockholders’
	stock		capital		earnings			income			stock			interest			equity
Balance—May 31, 2012	$	3	$	57,203	$	11,239		$	25		$	(17,589	)	$	(169	)	$	50,712
Share based compensation expense		0		79		0			0			0			0			79
Dividends declared		0		0		(1,024	)		0			0			0			(1,024	)
Net (loss) income		0		0		(164	)		0			0			13			(151	)
Other comprehensive loss, net of tax		0		0		0			(22	)		0			0			(22	)

Balance—August 31, 2012	$	3	$	57,282	$	10,051		$	3		$	(17,589	)	$	(156	)	$	49,594

Balance—May 31, 2013	$	3	$	57,656	$	12,610		$	7		$	(19,359	)	$	(129	)	$	50,788
Purchase of 10,648 shares common stock for the treasury		0		0		0			0			(40	)		0			(40	)
Share based compensation expense		0		537		0			0			0			0			537
Dividends declared		0		0		(1,128	)		0			0			0			(1,128	)
Net loss		0		0		(329	)		0			0			(37	)		(366	)
Other comprehensive loss, net of tax		0		0		0			(5	)		0			0			(5	)

Balance—August 31, 2013	$	3	$	58,193	$	11,153		$	2		$	(19,399	)	$	(166	)	$	49,786

The accompanying notes are an integral part of these condensed consolidated financial statements.

-5-

NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED AUGUST 31, 2013 AND 2012

(In thousands except share data)


	Three Months Ended
	August 31			August 31
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(366	)	$	(151	)
Adjustments to reconcile net loss to net cash flows provided by operating activities:
Depreciation and amortization		1,551			1,351
(Gain) loss on disposition of property and equipment		(97	)		73
Provision for uncollectable tuition		734			1,365
Noncash compensation expense		537			79
Deferred income taxes		(46	)		580
Changes in assets and liabilities:
Accounts and other receivables		230			(2,417	)
Student notes		47			(18	)
Bookstore inventory		0			6
Condominium inventory		188			0
Prepaid and other current assets		(515	)		246
Accounts payable		(170	)		942
Deferred income		20			(15	)
Other long-term liabilities		70			36
Income tax receivable/payable		(233	)		(666	)
Accrued and other liabilities		(219	)		(734	)

Net cash flows provided by operating activities		1,731			677

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available for sale investments		(13,491	)		(4,744	)
Proceeds from sale of available for sale investments		10,999			8,236
Purchases of property and equipment		(944	)		(2,453	)
Proceeds from sale of property and equipment		500			0
Payments received on contract for deed		2			0
Course development		(106	)		(81	)
Other		(25	)		(28	)

Net cash flows (used in) provided by investing activities		(3,065	)		930

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of capital lease payable		(13	)		(6	)
Purchase of treasury stock		(40	)		0
Dividends paid		(1,001	)		(832	)

Net cash flows used in financing activities		(1,054	)		(838	)

(Continued)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED AUGUST 31, 2013 AND 2012

(In thousands except share data)


	Three Months Ended
	August 31			August 31
	2013			2012
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	$	(2,388	)	$	769
CASH AND CASH EQUIVALENTS—Beginning of year		11,130			15,658

CASH AND CASH EQUIVALENTS—End of period	$	8,742		$	16,427

SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION:
Cash paid for income taxes	$	102		$	29

Cash paid for interest	$	251		$	253

Property & equipment purchases included in accounts payable	$	173		$	0

Dividends declared at August 31, 2013 and 2012	$	1,128		$	1,024

(Concluded)

The accompanying notes are an integral part of these condensed consolidated financial statements.

-7-

NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE MONTHS ENDED AUGUST 31, 2013 AND 2012

(Dollar amounts, except share and per share amounts, in thousands)

1.	STATEMENT PRESENTATION AND BASIS OF CONSOLIDATION

The accompanying unaudited condensed financial statements are presented on a consolidated basis. The accompanying financial statements include the accounts of National American University Holdings, Inc. (the “Company”), its subsidiary, Dlorah, Inc. (“Dlorah”), and its divisions, National American University (“NAU” or the “University”), and Fairway Hills. The accompanying unaudited condensed consolidated financial statements have been prepared on a basis substantially consistent with the Company’s audited financial statements and in accordance with the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under these rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States (“U.S. GAAP”) can be condensed or omitted. The information in the condensed balance sheet as of May 31, 2013, was derived from the audited financial statements for the Company for the year then ended. These financial statements should be read in conjunction with the Company’s annual financial statements which were included in the Company’s 10-K filed on August 2, 2013. Furthermore, the results of operations and cash flows for the three months ended August 31, 2013 and 2012 are not necessarily indicative of the results that may be expected for the full year. These financial statements include consideration of subsequent events through the date of filing. All intercompany transactions and balances have been eliminated.

In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair presentation as prescribed by U.S. GAAP.

Unless the context otherwise requires, the terms “we”, “us”, “our” and the “Company” used throughout this document refer to National American University Holdings, Inc. and its wholly owned subsidiary, Dlorah, Inc.

Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements. On an ongoing basis, the Company evaluates the estimates and assumptions, including those related to bad debts, income taxes and certain accruals. Actual results could differ from those estimates.

-8-

2.	NATURE OF OPERATIONS

The Company’s common stock is listed as NAUH on The NASDAQ Global Market. The Company, through Dlorah, owns and operates National American University. NAU is a regionally accredited, proprietary, multi-campus institution of higher learning, offering associate, bachelor’s, master’s and doctoral degree programs in business-related disciplines, such as accounting, management, business administration and information technology, and in healthcare-related disciplines, such as nursing and healthcare management. Courses are offered through educational sites and online. In addition, in August 2013, NAU was approved by the Higher Learning Commission to offer an Education Doctorate (Ed.D) in Community College Leadership, which will be offered in Austin, Texas. Operations include educational sites (two of which are pending regulatory approvals –Houston, Texas and the Rouche Graduate Center in Austin, Texas) located in Colorado, Indiana, Kansas, Minnesota, Missouri, Nebraska, New Mexico, Oklahoma, Oregon, South Dakota and Texas; distance learning service centers in Indiana and Texas; and distance learning operations and central administration offices in Rapid City, South Dakota. A substantial portion of NAU’s academic income is dependent upon federal student financial aid programs, employer tuition assistance, and contracts to provide online course development, hosting and technical assistance to other educational institutions. To maintain eligibility for financial aid programs, NAU must comply with U.S. Department of Education requirements, including the maintenance of certain financial ratios.

The Company, through Dlorah’s Fairway Hills real estate division, also manages apartment units and develops and sells multi-family residential real estate in the Rapid City, South Dakota area.

For the three months ended August 31, 2013 and 2012, 89% and 90%, respectively, of the Company’s total revenues were derived from NAU’s academic revenue.

3.	EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing net income attributable to National American University Holdings, Inc. 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.

-9-

The following is a reconciliation of the numerator and denominator for the basic and diluted EPS computations:


	Three months ended August 31
	2013			2012
Numerator:
Net income attributable to National American Universtiy Holdings, Inc.	$	(329	)	$	(164	)

Denominator:
Weighted average shares outstanding used to compute basic net income per common share		25,056,382			25,574,478
Incremental shares issuable upon the assumed exercise of stock options		—			—
Incremental shares issuable upon the assumed exercise of restricted shares		—			—

Common shares used to compute diluted net income per share		25,056,382			25,574,478

Basic net loss per common share	$	(0.01	)	$	(0.01	)
Diluted net loss per common share	$	(0.01	)	$	(0.01	)

A total of 76,942 and 389,794 shares of common stock subject to issuance upon exercise of stock options for the three months ended August 31, 2013 and 2012, respectively, have been excluded from the calculation of diluted EPS as the effect would have been anti-dilutive.

4.	RECENTLY ADOPTED AND NEW ACCOUNTING PRONOUNCEMENTS

There are no new accounting pronouncements that are expected to have a significant impact on the Company’s consolidated financial statements.

CONTRACT FOR DEED

The Company signed a contract for deed on its former Rapid City campus located at 321 Kansas City Street on March 28, 2013 for $4,000. Of this sales price, $20 was received as a down payment. The remaining $3,980 is being financed by the Company for three years at 5% interest. Annual interest payments are due each December 31. No principal payments are required until the expiration of the contract’s three-year term; however, any such payments received may result in removal of the lien on certain buildings included in the campus property.

Because the buyer’s initial and continuing investment is not adequate in accordance with ASC 360-20-40, and the note receivable is not supported by specific evidence of collectability, the sale has not met the accounting requirements to be considered consummated. As such, the property remains on the condensed consolidated balance sheets and continues to be depreciated because the asset has not met the held for sale criteria, the note receivable has not been recorded, and interest income will be recognized as received. The sale will be recorded at such time the uncertainties surrounding the transaction are removed. For federal income tax purposes, the sale has been recognized. A portion of the taxable gain will be due for the year ended May 31, 2013, and the remaining portion will be payable as cash is received under the installment method.

-10-

As part of the contract for deed, the University is leasing back the Animal Health building for $7 per month under a long-term lease agreement beginning June 1, 2013. The building is not considered a significant portion of the property sold. All rent due to the buyer will offset interest income payments due under the contract for deed.

On July 8, 2013, the Company received $760 as payment on the contract for deed, to include $10 in interest and $500 toward the release of a lien on the dormitory buildings included in the campus property. As such, the dormitory buildings and land were deemed sold, resulting in a gain of $97. The remaining cash received of $250 is considered a non-refundable deposit at August 31, 2013.

6.	STOCKHOLDERS’ EQUITY

Stock-Based Compensation

In December 2009, the Company adopted the 2009 Stock Option and Compensation Plan (the “Plan”) pursuant to which the Company may grant restricted stock awards, restricted stock units and stock options to aid in recruiting and retaining employees, officers, directors and other consultants. Restricted stock awards accrue dividends that are paid when the shares vest. Restricted stock unit awards do not accrue dividends prior to vesting. Grants are issued at prices determined by the compensation committee equal to the closing price of the stock on the date of the grant, vest over various terms (generally three years), and expire ten years from the date of the grant. The Plan allows vesting based upon performance criteria. Certain option and share awards provide for accelerated vesting if there is a change in control of the Company (as defined in the Plan). The fair value of stock options granted is calculated using the Black-Scholes option pricing model. Share options issued under the Plan may be incentive stock options or nonqualified stock options. At August 31, 2013, all stock options issued have been nonqualified stock options. A total of 1,300,000 shares were authorized by the Plan. Shares forfeited or canceled are eligible for reissuance under the Plan. At August 31, 2013, 877,312 shares of common stock remained available for issuance under the Plan.

In April 2013, the Company’s Board of Directors recommended for shareholder approval at the October 2013 Shareholder Meeting the 2013 Restricted Stock Unit Plan (the “2013 Plan”) authorizing the issuance of up to 750,000 shares of the Company’s stock to participants in the 2013 Plan. The Company may grant restricted stock awards or restricted stock units to aid in recruiting and retaining employees, officers, directors and other consultants. Restricted stock awards accrue dividends that are paid when the shares vest. Restricted stock unit awards do not accrue dividends prior to vesting. Restricted stock grants are issued at prices determined by the compensation committee, generally equal to the closing price of the stock on the date of the grant and vest over various terms. At August 31, 2013, no shares of common stock remained available for issuance under the 2013 Plan.

Restricted stock

The fair value of restricted stock awards was calculated using the Company’s stock price as of the associated grant date, and the expense is accrued ratably over the vesting period of the award.

-11-

During the quarter ended August 31, 2013, the Company issued 750,000 restricted stock units (“RSUs”) with performance based vesting under the 2013 Plan. Approval of the 2013 Plan at the October shareholder meeting is viewed as perfunctory. The number of shares to be earned will be determined by the Company’s profitability and other operating metrics during the year ending May 31, 2015. 446,500 RSU’s were issued with a grant date of June 1, 2013 and a grant date fair value of $3.78 per share. The total fair value of these RSU’s will be amortized over the two year service period.

The remaining 303,500 RSUs were issued with a grant date of June 1, 2013 to certain holders of time based vesting stock options who surrendered a like number of stock options in exchange. This grant was accounted for as a modification of the original option awards. The incremental fair value at the time of the exchange of $890, calculated using the restricted stock unit grant date fair value of $3.78 per share, plus the remaining unamortized fair value associated with the options surrendered of $420, will be amortized over the two year service period of the RSUs.

Compensation expense associated with restricted stock awards and restricted stock unit awards, respectively, totaled $12 and $375 for the quarter ended August 31, 2013. Total noncash compensation expense for the quarter ended August 31, 2013 included stock received by an executive of $150 that is unrestricted and without any vesting criteria. For the quarter ended August 31, 2012, compensation expense associated with restricted stock awards and restricted stock unit awards, respectively, totaled $7 and $17. At August 31, 2013, unamortized compensation cost of restricted stock and restricted stock unit awards totaled $2,625. The unamortized cost is expected to be recognized over a weighted-average period of 1.7 years as of August 31, 2013.

A summary of restricted shares activity under the Plan as of August 31, 2013 and 2012, and changes during the three month periods then ended is presented below:


Restricted Shares	Shares			Weighted Average Grant Date Fair Value
Non-vested shares at May 31, 2013		13,442		$	4.46
Granted		446,500			3.78
Modified		303,500			4.31
Vested		(9,783	)		4.60
Forfeited		0			0

Non-vested shares at August 31, 2013		753,659		$	4.00


Restricted Shares	Shares			Weighted Average Grant Date Fair Value
Non-vested shares at May 31, 2012		1,416		$	10.59
Granted		59,132			4.60
Vested		(1,416	)		10.59
Forfeited		0			0

Non-vested shares at August 31, 2012		59,132		$	4.60

-12-

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 statement of operations as operating expense based on their fair value over the requisite service period.

There were no stock options issued in the quarter ended August 31, 2013. For stock options issued during the three months ended August 31, 2012, the following assumptions were used to determine fair value:


	August 31,
Assumptions used:	2012
Expected term (in years)		5.990
Expected volatility		61.20	%
Weighted average risk free interest rate		0.85	%
Weighted average risk free interest rate range		0.80-0.85	%
Weighted average expected dividend		2.87	%
Weighted average expected dividend range		2.87	%
Weighted average fair value	$	2.01

The volatilities are based on historic volatilities from the traded shares of the Company over the past two and one-half years. The Company has analyzed the forfeitures of stock and option grants and has deemed the effect to be immaterial and therefore did not include a forfeiture rate in the expense calculation. The expected term of options granted is the safe harbor period. The risk-free interest rate for periods matching the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend is based on the historic dividend of the Company.

A summary of option activity under the Plan as of August 31, 2013 and 2012, and changes during the three month periods then ended is presented below:


Stock Options	Shares			Weighted average exercise price		Weighted average remaining contractual life (in years)		Aggregate intrinsic value ($000)
Outstanding at May 31, 2013		368,000		$	7.67
Granted		0			0
Exercised		0			0
Modified		(303,500	)		7.46

Forfeited or canceled		(1,000	)		9.35

Outstanding at August 31, 2013		63,500		$	8.67		7.3	$	—

Exercisable at August 31, 2013		60,000		$	8.91		7.2	$	—

-13-


Stock Options	Shares			Weighted average exercise price		Weighted average remaining contractual life (in years)		Aggregate intrinsic value ($000)
Outstanding at May 31, 2012		223,950		$	9.92
Granted		156,800			4.60
Exercised
Forfeited or canceled		(4,000	)		9.35		—		—

Outstanding at August 31, 2012		376,750		$	7.71		9.1	$	—

Exercisable at August 31, 2012		141,781		$	9.56		8.2	$	—

On June 1, 2013, 303,500 stock options were exchanged for 303,500 performance vesting restricted stock units, as noted above in the restricted stock paragraphs of this footnote.

The Company recorded compensation expense for stock options of $5 and $55 for the three months ended August 31, 2013 and 2012, respectively, in the statements of operations. As of August 31, 2013 there was $6 of total unrecognized compensation cost related to unvested stock option based compensation arrangements granted under the Plan. The unamortized cost is expected to be recognized over a weighted-average period of 0.9 years as of August 31, 2013.

The Company plans to issue new shares as settlement of options as they are exercised.

Dividends

The following table presents details of the Company’s fiscal 2013 and 2012 dividend payments:


Date declared	Record date	Payment date	Per share
August 27, 2012	September 30, 2012	October 5, 2012	$	0.0400
October 29, 2012	December 14, 2012	December 28, 2012	$	0.0400
January 28, 2013	March 29, 2013	April 12, 2013	$	0.0400
April 29, 2013	June 28, 2013	July 12, 2013	$	0.0400
August, 2013	September 30, 2013	(est) October 11, 2013	$	0.0450

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7.	COMMITMENTS AND CONTINGENCIES

From time to time, NAU 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.

8.	FAIR VALUE MEASUREMENTS

The following table summarizes certain information for assets and liabilities measured at fair value on a recurring basis, in thousands:


	Quoted prices in active markets (level 1)		Other observable inputs (level 2)		Unobservable inputs (level 3)		Fair value
August 31, 2013
Investments
CD’s and money market accounts		374	$	3,683	$	—	$	4,057
US treasury bills and notes	$	19,310		—		—		19,310

Total assets at fair value	$	19,684	$	3,683	$	—	$	23,367

May 31, 2013
Investments
CD’s and money market accounts		1,860	$	2,190	$	—	$	4,050
US treasury bills and notes	$	18,314		—		—		18,314

Total assets at fair value	$	20,174	$	2,190	$	—	$	22,364

Following is a summary of the valuation techniques for assets and liabilities recorded in the consolidated condensed balance sheets at fair value on a recurring basis:

CD’s and money market accounts: Investments which have closing prices readily available from an active market are used as being representative of fair value. The Company classifies these investments as level 1. Market prices for certain CD’s are obtained from quoted prices for similar assets. The Company classifies these investments as level 2.

U.S. treasury bills and notes: Closing prices are readily available from active markets and are used as being representative of fair value. The Company classifies these investments as level 1.

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Fair value of financial instruments: The Company’s financial instruments include cash and cash equivalents, CD’s and money market accounts, US treasury bills and notes, receivables, payables, and capital lease payables. The carrying values approximated fair values for cash and cash equivalents, receivables, and payables because of the short term nature of these instruments. CD’s and money market accounts, and treasury bills and notes are recorded at fair values as indicated in the preceding disclosures.

9.	SEGMENT REPORTING

Operating segments are defined as business areas or lines of an enterprise about which financial information is available and evaluated on a regular basis by the chief operating decision makers, or decision-making groups, in deciding how to allocate capital and other resources to such lines of business.

The Company operates two operating and reportable segments: NAU and other. The NAU segment contains the revenues and expenses associated with the University operations and the allocated portion of corporate overhead. The other segment contains primarily real estate. These operating segments are divisions of the Company for which separate financial information is available and evaluated regularly by executive management in deciding how to allocate resources and in assessing performance.

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 2013									Three months ended August 31, 2012
							Consolidated									Consolidated
	NAU			Other			Total			NAU			Other			Total
Revenue:
Academic revenue	$	27,650		$	0		$	27,650		$	26,477		$	0		$	26,477
Auxiliary revenue		2,772			0			2,772			2,699			0			2,699
Rental income — apartments		0			287			287			0			274			274
Condomimium sales		0			220			220			0			0			0

Total revenue		30,422			507			30,929			29,176			274			29,450

Operating expenses:
Cost of educational services		7,005			0			7,005			7,135			0			7,135
Selling, general & administrative		21,779			443			22,222			19,989			432			20,421
Auxiliary expense		1,970			0			1,970			1,843			0			1,843
Cost of condominium sales					191			191			0			0			0
Loss on disposition of property		0			(97	)		(97	)		6			67			73

Total operating expenses		30,754			537			31,291			28,973			499			29,472

Income (loss) from operations		(332	)		(30	)		(362	)		203			(225	)		(22	)

Other income (expense):
Interest income		12			14			26			28			3			31
Interest expense		(252	)		0			(252	)		(253	)		0			(253	)
Other (expense) income — net		0			44			44			0			35			35

Total other (expense) income		(240	)		58			(182	)		(225	)		38			(187	)

Income (loss) before taxes	$	(572	)	$	28		$	(544	)	$	(22	)	$	(187	)	$	(209	)


	As of August 31, 2013									As of May 31, 2013
	NAU			Other			Consolidated Total			NAU			Other			Consolidated Total
Total assets	$	74,168		$	12,110		$	86,278		$	75,115		$	12,967		$	88,082

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10.

SUBSEQUENT EVENTS

On October 2, 2013, the Company executed an amendment to the capital lease of the central administration and Rapid City campus property that includes a monthly setoff against future lease payments.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain of the statements included in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as elsewhere in this quarterly report on Form 10-Q are forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995 (“Reform Act”). These statements are based on the Company’s current expectations and are subject to a number of assumptions, risks and uncertainties. In accordance with the Safe Harbor provisions of the Reform Act, the Company has identified important factors that could cause its actual results to differ materially from those expressed in or implied by such statements. The assumptions, uncertainties and risks include the pace of growth of student enrollment, our continued compliance with Title IV of the Higher Education Act, and the regulations thereunder, as well as regional accreditation standards and state regulatory requirements, competitive factors, risks associated with the opening of new campuses and hybrid learning centers, risks associated with the offering of new educational programs and adapting to other changes, risks associated with the acquisition of existing educational institutions, risks relating to the timing of regulatory approvals, our ability to continue to implement our growth strategy, risks associated with the ability of our students to finance their education in a timely manner, and general economic and market conditions. Further information about these and other relevant risks and uncertainties may be found in the Company’s Annual Report on Form 10-K filed on August 2, 2013 and its other filings with the Securities and Exchange Commission (the “SEC”). The Company undertakes no obligation to update or revise any forward looking statement, except as may be required by law.

Background

National American University, or NAU, is a regionally accredited, proprietary, multi-campus institution of higher learning offering associate, bachelor’s and master’s degree programs in business-related disciplines, such as accounting, management, business administration and information technology, and in healthcare-related disciplines, such as nursing and healthcare management. Courses are offered through educational sites as well as online. In addition, in August 2013, NAU was approved by the Higher Learning Commission to offer an Education Doctorate (Ed.D) in Community College Leadership, which will be offered in Austin, Texas. Operations include 37 locations (two of which are pending regulatory approvals – Houston, Texas and the Rouche Graduate Center in Austin, Texas) located in Colorado, Indiana, Kansas, Minnesota, Missouri, Nebraska, New Mexico, Oklahoma, Oregon, South Dakota and Texas; distance learning service centers in Indiana and Texas; and distance learning operations and central administration offices in Rapid City, South Dakota.

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As of August 31, 2013, NAU had enrolled 2,357 students in courses at its physical locations, 6,592 students for its online programs, and 1,794 students at its hybrid learning centers that attended physical campus locations and also took classes online. NAU supports the instruction of 2,500 additional students at affiliated institutions for which NAU provides online course hosting and technical assistance. NAU provides courseware development, technical support and online class hosting services to various colleges, technical schools and training institutions in the United States and Canada that do not have the capacity to develop and operate their own in-house online curriculum for their students. NAU does not share revenues with these institutions, but rather charges a fee for its services, enabling it to generate additional revenue by leveraging its current online program infrastructure.

The real estate operations consist of apartment facilities, condominiums and other real estate holdings in Rapid City, South Dakota. The real estate operations generated approximately 1.6% of our revenues for the quarter ended August 31, 2013.

Key Financial Results Metrics

Revenue. Revenue is derived mostly from NAU’s operations. For the three months ended August 31, 2013, approximately 89% of our revenue was generated from NAU’s academic revenue, which consists of tuition and fees assessed at the start of each term. The remainder of our revenue comes from NAU’s auxiliary revenue from sources such as NAU’s book sales, and the real estate operations’ rental income and condominium sales. Tuition revenue is reported net of adjustments for refunds and scholarships and is recognized on a daily basis over the length of the term. Upon withdrawal, students generally are refunded tuition based on the uncompleted portion of the term. Auxiliary revenue is recognized when earned.

Factors affecting net revenue include:

•

the number of students who are enrolled and who remain enrolled in courses throughout the term;

•

the number of credit hours per student;

•

the student’s degree and program mix;

•

changes in tuition rates;

•

the affiliates with which NAU is working as well as the number of students at the affiliates; and

•

the amount of scholarships for which students qualify.

We record unearned tuition for academic services to be provided in future periods. Similarly, we record a tuition receivable for the portion of the tuition that has not been paid. Tuition receivable at the end of any calendar quarter largely represents student tuition due for the prior academic quarter. Based upon past experience and judgment, we establish an allowance for doubtful accounts to recognize those receivables we anticipated will not be paid. Any uncollected account more than six months past due on students who have left NAU is charged against the allowance. Bad debt expenses as a percentage of revenues for the three months ended August 31, 2013 and 2012 were 2.4% and 4.6%, respectively.

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We define enrollments for a particular reporting period as the number of students registered in a course on the last day of the reporting period. Enrollments are a function of the number of continuing students registered and the number of new enrollments registered during the specified period. Enrollment numbers are offset by inactive students, graduations and withdrawals occurring during the period. Inactive students for a particular period are students who are not registered in a class and, therefore, are not generating net revenue for that period.

We believe the principal factors affecting NAU’s enrollments and net revenue are the number and breadth of the programs being offered; the effectiveness of our marketing, recruiting and retention efforts; the quality of our academic programs and student services; the convenience and flexibility of our online delivery platform; the availability and amount of federal and other funding sources for student financial assistance; and general economic conditions.

The following chart is a summary of our student enrollment on August 31, 2013 and 2012, by degree type and by instructional delivery method.


	August 31, 2013 (Summer ‘14 Qtr)		August 31, 2012 (Summer ‘13 Qtr)		% Growth for same quarter over prior year
	Number of Students		Number of Students
Graduate		339		338		0.3	%
Undergraduate and Diploma		10,404		10,012		3.9	%

Total		10,743		10,350		3.8	%

On-Campus		2,357		2,536		(7.1	)%
Online		6,592		6,068		8.6	%
Hybrid		1,794		1,746		2.7	%

Total		10,743		10,350		3.8	%

We experienced a 3.8% growth in enrollment in the summer term 2014 over the summer term 2013. We believe we have realized a significant, yet steady increase in enrollments since 2005 due to our investment in the expansion and development of physical locations and academic programming. In addition, we believe that our strategic plan was critical in obtaining the growth and results of operations that we have seen over the last year.

We plan to continue expanding and developing our academic programming and potentially, making acquisitions. This growth will be subject to applicable regulatory requirements and market conditions. With these efforts, we anticipate our positive enrollment trends will continue. To the extent the economic downturn has caused enrollment growth, our ability to maintain or increase that portion of our growth will depend on how economic factors are perceived by our target student market in relation to the advantages of pursuing higher education. If current market conditions continue, we believe that the extent to which these enrollment trends will continue will be correlated with the opening of additional physical locations, the number of programs that are developed, the number of programs that are expanded to other locations, and, potentially, the number of locations and programs added through acquisitions. If market conditions decline or if we are unable to add admissions staff, develop or expand academic programming or make acquisitions, whether as a result of regulatory limitations or other factors, our growth rate will likely decline.

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Expenses. Expenses consist of cost of educational services, selling, general and administrative, auxiliary expenses, the cost of condominium sales, and the gain/loss on disposition of property and equipment. Cost of educational services expenses contains expenditures attributable to the educational activity of NAU. This expense category includes salaries and benefits of faculty and academic administrators, costs of educational supplies, faculty reference and support material and related academic costs, and facility costs. Selling, general and administrative expenses include the salaries of the learner services positions (and other expenses related to support of students), salaries and benefits of admissions staff, marketing expenditures, salaries of other support and leadership services (including finance, human resources, compliance and other corporate functions), legal expenses, expenses related to expansion and development of academic programs and physical locations, as well as depreciation, bad debt expenses and other related costs associated with student support functions. Auxiliary expenses include expenses for the cost of goods sold, including costs associated with books and clothing. The cost of condominium sales is the expense related to condominiums that are sold during the reporting period. The gain/loss on disposition of property and equipment expense records the remaining book value of assets that are no longer used by us.

Factors affecting comparability

Set forth below are selected factors we believe have had, or which we expect to have, a significant effect on the comparability of our recent or future results of operations:

Introduction of new programs and specializations. We plan to develop additional degree and diploma programs and specializations over the next several years, subject to applicable regulatory approvals. When introducing new programs and specializations, we invest in curriculum development, support infrastructure and marketing research. Revenues associated with these new programs are dependent upon enrollments, which are lower during the periods of introduction. During this period of introduction and development, the rate of growth in revenues and operating income has been, and may be, adversely affected, in part, due to these factors. Historically, as the new programs and specializations develop, increases in enrollment are realized, cost-effective delivery of instructional and support services are achieved, economies of scale are recognized and more efficient marketing and promotional processes are gained.

Stock-based compensation. We expect to incur increased non-cash, stock based compensation expense in connection with existing and future issuances under our 2009 Stock Option and Compensation Plan, the 2013 Restricted Stock Unit Plan or other equity incentive plans.

Seasonality. Our operations are generally subject to seasonal trends. While we enroll students throughout the year, summer and winter quarter new enrollments and revenue are generally lower than enrollments and revenue in other quarters due to the traditional custom of summer breaks and the holiday break in December and January. In addition, we generally experience an increase in enrollments in the fall of each year when most students seek to begin their post-secondary education.

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Department of Education Rulemaking

On August 30, 2013, as part of its previously announced negotiated rulemaking process to define whether certain educational programs comply with the Higher Education Act’s requirement of preparing students for gainful employment in a recognized occupation, the Department of Education issued draft regulatory language that would determine eligibility for Title IV funds and require certain student notice requirements, based on whether an educational program satisfies annual metrics related to student loan borrowing and earnings of graduates. These metrics are as follows:

•

Debt-to-discretionary earnings ratio, which compares (i) the annual repayment required on student loan debt incurred by students who completed the program to (ii) their discretionary earnings; and

•

Debt-to-earnings ratio, which compares (i) the annual repayment required on student loan debt incurred by students who completed the program to (ii) their actual annual earnings.

Results of Operations — Three Months Ended August 31, 2013 Compared to Three Months Ended August 31, 2012

National American University Holdings, Inc.

The following table sets forth statements of operations data as a percentage of total revenue for each of the periods indicated:


	Three Months Ended August 31, 2013 *In percentages*			Three Months Ended August 31, 2012 *In percentages*
Total revenues		100.0	%		100.0	%
Operating expenses:
Cost of educational services		22.6			24.2
Selling, general and administrative		71.8			69.4
Auxiliary expense		6.4			6.3
Cost of condominium sales		0.6			0.0
(Gain) loss on disposition of property		(0.3	)		0.2

Total operating expenses		101.1			100.1
Operating loss		(1.1	)		(0.1	)
Interest expense		(0.8	)		(0.8	)
Interest income		0.1			0.1
Other income		0.1			0.1

Loss before income taxes		(1.7	)		(0.7	)
Income tax benefit		0.6			0.1
Net income attributable to non-controlling interest		0.1			0.0

Net loss attributable to the Company		(1.0	)%		(0.6	)%

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For the three months ended August 31, 2013, our total revenue was $30.9 million, an increase of $1.5 million or 5.0%, as compared to total revenue of $29.5 million for the same period in 2012. The increase was primarily due to the execution of our strategic growth plan which resulted in an average enrollment increase of 3.8% for the three months ended August 31, 2013 over the prior year and to a board approved tuition increase that became effective September 2012. The enrollment increases were driven by our investment in new programs, expansion of existing programs to new markets and an improved enrollment management system of monitoring and improving our recruitment processes. Our revenue for the three months ended August 31, 2013 consisted of $30.4 million from our NAU operations and $0.5 million from our other operations.

Total operating expenses were $31.3 million or 101.1% of total revenue for the three months ended August 31, 2013, which is an increase of $1.8 million compared to the same period in 2012. Loss from operations was $(0.4) million or (1.1)% of total revenue for the three months ended August 31, 2013, which is a decrease of $0.3 million compared to the same period in 2012. Net loss attributable to the Company was $0.3 million or (1.0)% of total revenue for the three months ended August 31, 2013 as compared to $0.2 million or (0.6)% of total revenue for the three months ended August 31, 2012.

We experience losses in the first quarter due to the seasonality of our business which results in lower enrollment in the summer quarter. In addition, our fixed costs have increased due to additional admissions staffing and institutional support to ensure the quality of our academic programs, increased rent expense due to the transition of three campuses from temporary to permanent sites and increased shared based compensation expense used to aid in recruiting and retaining employees, officers, directors and other consultants.

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NAU

The following table sets forth statements of operations data as a percentage of total revenue for each of the periods indicated:


	Three Months Ended August 31, 2013 *In percentages*			Three Months Ended August 31, 2012 *In percentages*
Total revenues		100.0	%		100.0	%
Operating expenses:
Cost of educational services		23.0			24.5
Selling, general and administrative		71.6			68.5
Auxiliary expense		6.5			6.3
Loss on disposition of property		0.0			0.0

Total operating expenses		101.1			99.3
Operating income		(1.1	)		0.7
Interest expense		(0.8	)		(0.9	)
Interest income		0.0			0.1
Other income		0.0			0.0

Loss before non-controlling interest and taxes		(1.9	)%		(0.1	)%

Total revenue . The total revenue for NAU for the three months ended August 31, 2013 was $30.4 million, an increase of $1.2 million or 4.3%, as compared to total revenue of $29.2 million for the same period in 2012. The increase was primarily due to the average enrollment increase of 3.8% for the three months ended August 31, 2013 over the same period in 2012. In addition, the increase in total revenue is due to a board approved average tuition increase of 5.4% that became effective September 2012 and fees billed to affiliate institutions for our courseware development, technical support and online class hosting services. We believe that NAU’s well-defined strategic plan continues to contribute to the increase in the revenues.

The academic revenue for the three months ended August 31, 2013 was $27.6 million, an increase of $1.2 million or 4.4%, as compared to academic revenue of $26.5 million for the same period in 2012. The increase was primarily due to the enrollment increase over the prior year. The auxiliary revenue was $2.8 million, an increase of $0.1 million or 2.7%, as compared to auxiliary revenue of $2.7 million for the same period in 2012. This increase in auxiliary revenue was primarily driven by increased enrollment growth.

Cost of educational services . The educational services expense as a percentage of total revenue decreased by 1.5 percentage points for the three months ended August 31, 2013, to 23.0%, as compared to 24.5% for the same period in 2012. This decrease was a result of fixed costs such as facility expenses on an increasing revenue base.

Selling, general and administrative expenses . The selling, general and administrative expenses as a percentage of net revenue increased by 3.1 percentage points for the three months ended August 31, 2013, to 71.6%, as compared to 68.5% for the same period in 2012. The selling, general and administrative expenses for the three months ended August 31, 2013 were $21.8 million, an increase of $1.8 million, or 9.0%, as compared to selling, general and administrative expenses of $20.0 million for the same period in 2012. Included in these numbers are the additional admissions staffing and institutional support to bring the developmental campuses online which is required to ensure the operation of these new locations and to support the quality of our academic programs. As these locations mature and the revenue base grows the costs associated with these locations will continue to see improvement as a percentage of revenue. Also included is an increase in rent expense as a result of three campuses transitioning from temporary, start-up sites to permanent long-term locations and to share based compensation expense used to aid in recruiting and retaining employees, officers, directors and other consultants.

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Auxiliary . Auxiliary expenses for the three months ended August 31, 2013 were $2.0 million, an increase of $0.1 million as compared to auxiliary expenses of $1.8 million for the same period in 2012. The increase is due to increased cost of books sold which is a result of a 3.8% increase in enrollments.

Income before non-controlling interest and taxes . The loss before non-controlling interest and taxes for the three months ended August 31, 2013 was $0.6 million an increase of $0.4 million as compared to a $0.2 million loss for the same period in 2012. This is discussed above in more detail.

Liquidity and Capital Resources

Liquidity . At August 31, 2013, and May 31, 2013, cash, cash equivalents and marketable securities were $32.0 million and $31.9 million, respectively. Consistent with our cash management plan and investment philosophy, a portion of the excess cash was invested in United States securities directly or through money market funds, as well as in bank deposits and certificates of deposit. Of the amounts listed above, the marketable securities at August 31, 2013 and May 31, 2013 were $23.2 million and $20.7 million, respectively.

We maintain one line of credit to support ongoing operations. This line of credit is available to support timing differences between inflows and outflows of cash. During the first three months of fiscal year 2014 ended August 31, 2013, the line of credit was not utilized. We retain this $3.0 million revolving line of credit with Great Western Bank. Advances under the line bear interest at a variable rate based on prime and are unsecured. There were no advances outstanding against this line at August 31, 2013 and May 31, 2013.

Based on our current operations and anticipated growth, the cash flows from operations and other sources of liquidity are anticipated to provide adequate funds for ongoing operations and planned capital expenditures for the next 12 months. These expenditures include our plans for continued expansion and development of new programming and growth of our affiliate relationships. Our current focus is to fit expenditures with enrollment patterns. Also, we believe that we are positioned to further supplement our liquidity with debt, if needed.

Operating Activities . Net cash provided by operating activities for the three months ended August 31, 2013 and 2012 were $1.7 million and $0.7 million, respectively. This increase is due to a reduction in cash used to fund working capital, primarily due to improved collections of our accounts and other receivables and the sale of a condominium unit. This was offset by adjustments for uncollectable tuition and non-cash compensation.

Investing Activities . Net cash used by investing activities was $3.0 million for the three months ended August 31, 2013, as compared to the net cash provided by investing activities of $1.0 million for the three months ended August 31, 2012. The increase in the cash used by investing activities was primarily related to the selling and buying of investments, which resulted in net spending of $2.5 million in fiscal 2014 as compared to net proceeds of $3.5 million in fiscal 2013. This was offset by slower expansion and development in the current year resulting in the decrease in purchases of property and equipment of $1.6 million for the three months ended August 31, 2013 as compared to the three months ended August 31, 2012 and the receipt of $0.5 million related to the sale of the dormitory building of the former Rapid City campus.

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Financing Activities . Net cash used by financing activities was $1.1 million and $0.8 million for the three months ended August 31, 2013 and 2012 respectively. The increase of $0.3 million is primarily due to an increase in dividends paid as compared to the prior year.

Contractual Obligations. In 2012, as part of our ongoing operations, we entered into an arrangement for additional space that houses the corporate headquarters, distance learning operations, and the Rapid City campus operations that obligates us to make future payments under a capital lease obligation, which totaled $23.3 million or a net present value of $10.4 million as of August 31, 2013 and was recognized as current and non-current capital lease payable of $0.1 million and $10.3 million respectively and was included in our condensed consolidated balance sheet.

The following is a schedule of future minimum commitments for the Company’s capital lease as of August 31, 2013:


($ in thousands)	Capital Leases
2014	$	806
2015		1,092
2016		1,114
2017		1,137
2018		1,159
Thereafter		17,992

Total future minimum lease obligation	$	23,300
Less: Imputed interest on capital leases		(12,853	)

Net present value of lease obligations	$	10,447

Off-Balance Sheet Arrangements

Other than operating leases, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Impact of Inflation

The Company believes inflation has had a minimal impact on results of operations for the three month period ended August 31, 2013. We also increase tuition (usually once a year) to assist offsetting inflationary impacts without creating a hardship for students. Consistent with the Company’s operating plan, a yearly salary increase in December (supported by evaluations and recommendations from supervisors) is considered to help alleviate the inflationary effects on staff. There can be no assurance that future inflation will not have an adverse impact on operating results and financial condition.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk. We have no derivative financial instruments or derivative commodity instruments. Cash in excess of current operating requirements is invested in short-term certificates of deposit and money market instruments.

Interest rate risk. Interest rate risk is managed by investing excess funds in cash equivalents and marketable securities bearing variable interest rates tied to various market indices. As such, future investment income may fall short of expectations due to changes in interest rates or losses in principal may occur if securities are forced to be sold which have declined in market value due to changes in interest rates. At August 31, 2013, a 10% increase or decrease in interest rates would not have a material impact on future earnings, fair values or cash flows.

Item 4. Controls and Procedures.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report on Form 10-Q. Based on our evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective such that the material information required to be included in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit is accumulated and communicated to management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes to the Company’s internal control over financial reporting during the first fiscal quarter of 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be a party to various claims, lawsuits or other proceedings that arise in the ordinary course of our business. We are not at this time, a party, as plaintiff or defendant, to any legal proceedings which, individually or in the aggregate, would be expected to have a material effect on our business, financial condition or results of operation.

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Item 1A. Risk Factors.

We may lose our eligibility to participate in the federal student financial aid programs if the percentage of our revenues derived from Title IV programs is too high.

A provision of the Higher Education Act commonly referred to as the 90/10 Rule, as amended in August 2008, provides that a for-profit educational institution loses its eligibility to participate in Title IV programs if, under a complex regulatory formula that requires cash basis accounting and other adjustments to the calculation of revenue, the institution derives more than 90% of its revenues from Title IV program funds for any two consecutive fiscal years. An institution that derives more than 90% of its revenue (on a cash basis) from Title IV programs for any single fiscal year will be placed on provisional certification for at least two fiscal years and may be subject to additional conditions or sanctions imposed by the Department of Education. During the period of provisional certification, the institution must comply with any additional conditions included in the institution’s program participation agreement with the Department of Education. In addition, the Department of Education may more closely review an institution that is provisionally certified if it applies for recertification or approval to open a new location, add an educational program, acquire another school or make any other significant change. If the Department of Education determines that a provisionally certified institution is unable to meet its responsibilities under its program participation agreement, the Department of Education may seek to revoke the institution’s certification to participate in Title IV programs without advance notice or opportunity for the institution to challenge the action. If we were to violate the 90/10 Rule, we would become ineligible to participate in Title IV programs as of the first day of the fiscal year following the second consecutive fiscal year in which we exceeded the 90% threshold and would be unable to regain eligibility for two fiscal years thereafter. Under regulations that were published by the Department of Education in October 2009, a proprietary institution must disclose in a footnote to its annual audited financial statements its 90/10 calculation and the amounts of the federal and non-federal revenues, by source, included in its 90/10 calculation. The certified public accountant that prepares the institution’s audited financial statements is required to review that information and test the institution’s calculation. For our 2011, 2012 and 2013 fiscal years, we derived approximately 78.9%, 84.7% and 89.7%, respectively, of our revenues (calculated on a cash basis) from Title IV program funds. If we violate the 90/10 Rule and continue to disburse Title IV program funds to students after the effective date of our loss of eligibility to participate in Title IV programs, we would be required to return those funds to the applicable lender or the Department of Education.

Increases in Title IV grant and loan limits currently or in the future may result in an increase in the revenues we receive from Title IV programs. Further, a significant number of states in which we operate have faced budget constraints, which have caused or may cause them to reduce state appropriations in a number of areas, including with respect to the amount of financial assistance provided to postsecondary students, which could further increase our percentage of revenues derived from Title IV program funds. Also, the employment circumstances of our students or their parents could also increase reliance on Title IV program funds. We are exploring the feasibility of various potential measures that would be intended to reduce the percentage of NAU’s cash basis revenue attributable under the 90/10 Rule to Title IV Program funds. Certain measures that could be taken to maintain compliance with the 90/10 Rule may reduce our revenues, increase our operating expenses, or both, perhaps significantly. If we become ineligible to participate in Title IV programs as a result of noncompliance with the 90/10 Rule, it can be expected to have a material effect on our business, financial condition and results of operations.

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New rulemaking by the Department of Education could result in regulatory changes that adversely affect our business.

These metrics are as follows:

•

Debt-to-discretionary earnings ratio, which compares (i) the annual repayment required on student loan debt incurred by students who completed the program to (ii) their discretionary earnings; and

•

Debt-to-earnings ratio, which compares (i) the annual repayment required on student loan debt incurred by students who completed the program to (ii) their actual annual earnings.

The Department’s draft regulatory language also includes additional provisions, some of which are more restrictive than the terms of the regulation proposed in 2011 in connection with the program integrity regulations. The negotiated rulemaking committee considered the Department’s draft regulatory language during its first session on September 9-11, 2013, and is scheduled to hold its second session October 21-23, 2013. We are evaluating the potential impact of the draft regulatory language, which may be significantly revised in connection with the negotiated rulemaking sessions and subsequent notice and comment period. We cannot predict with certainty the timing, form or impact of regulations resulting from the negotiated rulemaking process on our operations. Compliance with any future regulations on gainful employment could reduce our enrollments, increase our cost of doing business, and have a material effect on our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In December 2007, we completed our initial public offering, or IPO, pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended (File No. 333-143098) that was declared effective by the Securities and Exchange Commission on November 26, 2007. In connection with the transaction with Dlorah on November 23, 2009, we used $3.3 million of the proceeds from our IPO to redeem all of the outstanding warrants that were publicly traded immediately before the consummation of the Dlorah transaction, and $3.7 million of our proceeds from the IPO to buyout an employment agreement and legal, accounting, filing, and insurance fees associated with being a public entity.

We have used and intend to use the remaining net proceeds from the IPO for general corporate purposes and growth initiatives, including expansion of educational sites.

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Issuer Purchases of Equity Securities.

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.


3.1		Amended and Restated Bylaws of National American University Holdings, Inc.

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		Interactive Data Files

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	National American University Holdings, Inc.
		(Registrant)

Dated: October 4, 2013		By:	/s/ Ronald L. Shape
		Ronald L. Shape, Ed. D.
		Chief Executive Officer

		By:	/s/ Venessa D. Green
		Venessa D. Green, MBA, CPA
		Chief Financial Officer

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Exhibit Index


Exhibit		Description

3.1		Amended and Restated Bylaws of National American University Holdings, Inc.

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		Interactive Data Files

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Exhibit 3.1

AMENDED AND RESTATED BYLAWS

NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.

As amended by the First Amendment, dated April 29, 2013 and

the Second Amendment, dated August 26, 2013

Article 1

Offices

1.1	Offices . The address of the registered office of National American University Holdings, Inc. (hereinafter called the “corporation”) in the State of Delaware and the name and address of the corporation’s registered agent shall be as set forth in the certificate of incorporation.

Article 2

Stockholders

2.1

Annual Meetings . The annual meeting of stockholders shall be held for the election of directors at such date and time as the board of directors shall each year fix. The meeting may be held either at a place, within or without the state of Delaware, or by means of remote communication, as the board of directors in its sole discretion may determine. Any other proper business may be transacted at the annual meeting.

2.2

Special Meetings . Special meetings of stockholders for any purpose or purposes may be called at any time by the board of directors or the chief executive officer, but such special meetings may not be called by any other person or persons. Business transacted at any special meeting of the stockholders is limited to the purpose or purposes stated in the notice of the meeting. The special meeting may be held either at a place, within or without the state of Delaware, or by means of remote communication, as the board of directors in its sole discretion may determine.

2.3	Notice of Meetings .

(a)

Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given in writing or by electronic transmission in the manner provided by law stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

(b)

Unless otherwise provided by law, the written notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

(c)

If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation. Notice by electronic transmission shall be deemed given:

(i)

if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(ii)

if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(iii)

if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of:

(1)

such posting; and

(2)

the giving of such separate notice; and

(iv)

if by any other form of electronic transmission, when directed to the stockholder.

(d)

Any stockholder may waive notice of any meeting of stockholders pursuant to Section 8.4 of these bylaws.

2.4

Adjournments . When a meeting of stockholders, annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. After the adjournment, the board of directors may fix a new record date for notice of such adjourned meeting in accordance with law, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

2.5

Quorum . At each meeting of stockholders, except where otherwise provided by law or the certificate of incorporation or these bylaws, the holders of a majority of the outstanding shares of stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.4 of these bylaws until a quorum shall be present. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

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2.6

Organization . Meetings of stockholders shall be presided over by the chair of the board of directors, or, in the absence of such person, such person as the board of directors may designate. The secretary shall act as secretary of the meeting, but in the absence of the secretary, the chair of the meeting may appoint any person to act as secretary of the meeting.

2.7

Voting; Proxies . Unless otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the secretary of the corporation. Unless otherwise provided by law, the certificate of incorporation or these bylaws:

(a)

In all matters other than the election of directors, the affirmative vote of the majority of shares of stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders;

(b)

Members of the board of directors shall be elected by a plurality of the votes cast of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors; and

(c)

Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of members of the board of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series.

A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of members of the board of directors shall not be further amended or repealed by the board of directors.

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2.8	Fixing Date for Determination of Stockholders of Record .

(a)

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

(b)

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the state of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the board of directors adopts the resolution taking such prior action.

(c)

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

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2.9

List of Stockholders Entitled to Vote . The secretary shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this Section 2.9 shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination by any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled by this Section 2.9 to examine the list required by this Section 2.9 or to vote in person or by proxy at any meeting of the stockholders.

2.10

Inspectors at Meetings of Stockholders . The board of directors, in advance of any meeting of stockholders, may, and shall if required by law, appoint one or more inspectors, who may be employees of the corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The board of directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting, the existence of a quorum and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the board of directors, the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies, votes or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware upon application by a stockholder shall determine otherwise. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election.

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2.11

Action by Consent of Stockholders . Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the secretary at the principal executive office of the corporation. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Every written consent shall bear the date of the signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered to the secretary at the principal executive office of the corporation (or such shorter period as is described in the written consent), written consents signed by a sufficient number of holders to take action are delivered to the secretary.

Article 3

Board of Directors

3.1	General Powers . The business and affairs of the corporation shall be managed by or under the direction of its board of directors, except as may be otherwise provided under law or the corporation’s certificate of incorporation.

3.2

Number; Qualifications . The number of directors, each of whom shall be a natural person, shall not be less than one or more than nine, as determined from time to time by resolution of the board of directors. Directors need not be stockholders. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3

Election; Resignation . Except as provided in Section 3.5 of these bylaws, the directors shall be elected at the annual meeting of stockholders. Except as otherwise provided by law, the certificate of incorporation or these bylaws, each director elected will serve until his or her successor is elected and qualified or until such director’s earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. A resignation is effective when the resignation is delivered, unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events.

3.4

Removal . Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the certificate of incorporation, this Section 3.4 shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

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3.5

Newly Created Directorships and Vacancies . Any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring on the board of directors shall be filled by the affirmative votes of a majority of the other directors. A director elected to fill a vacancy shall be elected to hold office until the expiration of the term of the director whom he or she replaced, unless he or she resigns or is removed before the expiration of the term.

3.6

Meetings . Meetings of the board of directors may be held from time to time as provided in the certificate of incorporation or these bylaws at any place within or without the state of Delaware that the board of directors selects, or solely by one or more means of remote communication. Meetings of the board of directors may be called by the chair of the board, the chief executive officer, by the acting chief executive officer in the absence of the chief executive officer or by any two directors (one of which must include the chair of the board or the chief executive officer), in which case the person or persons calling such meeting may fix the date, time, and place thereof, either within or without the state of Delaware, and shall cause notice of the meeting to be given.

3.7	Notice of Meetings .

(a)

If the date, time, and place of a meeting of the board of directors have been provided in the certificate of incorporation or these bylaws, or announced at a previous meeting of the board of directors, no notice is required. In all other cases, ten days’ notice of meetings of the board of directors, stating the date, time, and place of the meeting and any other information required by law or desired by the person or persons calling the meeting, shall be given to each director. Any director may waive notice of any meeting of the board of directors pursuant to Section 8.4 of these bylaws.

(b)

Notice of all meetings shall be given either by oral communication, by mailing a copy of the notice to an address designated by the director or to the last known address of the director, by depositing with a nationally recognized overnight delivery service for overnight delivery (or, if overnight delivery to the director is not available, for delivery as promptly as practicable) to the director at an address designated by the director or at the last known address of the director, by handing a copy to the director, or by any other delivery that conforms to law, including, without limitation, electronic communication if consent is given by a director. Notice is deemed received when it is given. Notice by mail is given when deposited in the United States mail with sufficient postage affixed. Notice by deposit for overnight delivery (or, if overnight delivery is not available, for delivery as promptly as practicable) is given when deposited for delivery with a nationally recognized overnight delivery service after having made sufficient arrangements for payment by the corporation. Notice by electronic communication is deemed given if by:

(i)

facsimile communication, when directed to a telephone number at which the director has consented to receive notice;

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(ii)

electronic mail, when directed to an electronic mail address at which the director has consented to receive notice; and

(iii)

any other form of electronic communication by which the director has consented to receive notice, when directed to the director.

(c)

Consent by a director to notice given by electronic communication may be given in writing or by authenticated electronic communication. Any consent so given may be relied upon until revoked by the director, provided that no revocation affects the validity of any notice given before receipt of revocation of the consent.

3.8

Delivery of Agenda . For the purpose of allowing adequate time for the directors to obtain information and consider each action to be taken at a meeting of the board of directors, the secretary shall provide a proposed agenda to each director no later than ten days before the date of the meeting specifying each business item to be discussed at the meeting. If a proposal for an item is not provided in such agenda, then no discussion may be held on such item at that meeting. Notwithstanding the foregoing, the requirements of this Section 3.8 may be waived by unanimous approval of those directors present at the meeting (whether in person or by remote communication). Attendance of a director at a meeting shall constitute a waiver of the requirements of this Section 3.8, except when a director attending the meeting expressly objects at the beginning of a discussion of a business item because such item was not on the agenda and does not participate thereafter in the discussion of such business item.

3.9

Meetings by Remote Communication . Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors may participate in a meeting of the board of directors by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.9 shall constitute presence in person at the meeting.

3.10

Adjourned Meetings . A majority of the directors present at any meeting of the board of directors, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours’ notice of any adjourned meeting of the board of directors shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.7 of these bylaws other than by mail, or at least three days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

3.11

Quorum; Vote Required for Action . At all meetings of the board of directors a majority of the total number of directors shall constitute a quorum for the transaction of business unless the certificate of incorporation requires a greater number. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the certificate of incorporation or these bylaws requires a vote of a greater number.

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3.12

Organization . Meetings of the board of directors shall be presided over by the chair of the board of directors, if any, or in the chair’s absence another director selected by the board of directors shall preside. The corporation’s secretary shall act as secretary of the meeting, but in the secretary’s absence the chair of the meeting may appoint any person to act as secretary of the meeting.

3.13

Action Without Meeting . Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting if all members of the board of directors consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the board of directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.14

Chairperson . The board of directors may elect a chair of the board of directors who, if elected, shall preside at all meetings of the stockholders and of the board of directors and shall perform such other duties as may be prescribed by the board of directors from time to time. The chair of the board of directors shall not be deemed to be an officer or employee of the corporation solely by serving as the chair of the board of directors.

3.15

Vice Chair Person . The board of directors may elect a vice chair of the board of directors who, if elected, shall, in the absence of the chair of the board of directors, preside at all meetings of the stockholders and of the board of directors and shall perform such other duties as may be prescribed by the chair of the board of directors from time to time. The vice chair of the board of directors shall not be deemed to be an officer or employee of the Company solely by serving as the vice chair of the board of directors.

Article 4

Committees

4.1

Number; Appointment; Resignation; Removal . The board of directors may designate one or more committees, each committee to consist solely of one or more of the directors of the corporation. Each director shall remain on a committee until his or her successor is elected and qualified or until such director’s earlier resignation or removal. Any director may resign from a committee at any time upon written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is specified in the notice. Any director may be removed from a committee at any time, with or without cause, by a resolution of the board of directors.

4.2	Powers . Any such committee shall, to the extent provided in the resolution of the board of directors or these bylaws, have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation.

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4.3

Rules and Records . Unless the board of directors otherwise provides, the committee may make and adopt such rules and regulations governing its proceedings as it may deem proper and which are consistent with the certificate of incorporation, these bylaws and any applicable laws or regulations. Records, if any, of actions and proceedings of the committee shall be made available upon request to any director.

4.4

Meetings by Remote Communication . Unless otherwise restricted by the certificate of incorporation or these bylaws, members of any committee may participate in a meeting of such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 4.4 shall constitute presence in person at the meeting.

4.5

Action Without Meeting . Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of any committee may be taken without a meeting, if all members of the committee consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

4.6

Subcommittees . Unless otherwise provided in the certificate of incorporation, these bylaws or the resolution of the board of directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

Article 5

Officers

5.1

Officers . The corporation shall have such officers with such titles and duties as shall be stated in these bylaws or in a resolution of the board of directors which is not inconsistent with these bylaws and as may be necessary to enable it to sign instruments and stock certificates. The chief executive officer, the secretary and any other officers the board of directors deems necessary, shall be chosen in such manner and shall hold their offices for such terms as determined by the board of directors. To the extent authorized in the certificate of incorporation, these bylaws, or a resolution of the board of directors, the chief executive officer may appoint one or more officers, other than the chief financial officer. One of the officers shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose. Any number of offices may be held by the same person.

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5.2

Election; Qualifications; Term of Office; Resignation; Removal; Vacancies . Each officer shall hold office until his or her successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is specified in the notice. An officer may be removed at any time, with or without cause, by a resolution of the board of directors. An officer appointed by the chief executive officer may also be removed at any time, with or without cause, by the chief executive officer. To the extent authorized in the certificate of incorporation, these bylaws, or a resolution of the board of directors, the chief executive officer may remove an officer elected or appointed by the board, other than the chief financial officer. A removal as described in this subdivision is without prejudice to any contractual rights of the officer. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the board of directors or, to the extent authorized in the certificate of incorporation, these bylaws, or a resolution of the board of directors, the chief executive officer, other than a vacancy occurring in the office of chief financial officer, which shall be filled only by the board of directors.

5.3	Chief Executive Officer . The corporation shall have a chief executive officer. Unless the certificate of incorporation, these bylaws, or a resolution of the board of directors provide otherwise, the chief executive officer shall:

(a)

have general active management of the business of the corporation;

(b)

in the absence of the chair of the board and the vice chair of the board or if both such positions are vacant, preside at all meetings of the board of directors and the stockholders;

(c)

see that all orders and resolutions of the board of directors are carried into effect;

(d)

sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the certificate of incorporation or these bylaws or the board of directors to some other officer or agent of the corporation;

(e)

maintain records of and, whenever necessary, certify all proceedings of the board of directors and the stockholders; and

(f)

perform other duties prescribed by the board of directors.

5.4	President . The chief executive officer shall be deemed to be the president of the corporation, unless a president has been designated by the board of directors. The president shall have the powers and perform the duties as prescribed by the board of directors.

5.5	Vice President(s) . The corporation may have one or more vice president(s). The vice president, if any, or vice presidents in case there be more than one, shall have the powers and perform the duties as prescribed by the board of directors or the chief executive officer.

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5.6

Chief Financial Officer . The corporation may have a chief financial officer. The chief financial officer shall be deemed to be the treasurer of the corporation, unless a treasurer has been designated by the board of directors. Unless the certificate of incorporation, these bylaws, or a resolution of the board of directors provide otherwise, the chief financial officer shall:

(a)

keep accurate financial records for the corporation;

(b)

deposit all money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the board of directors;

(c)

endorse for deposit all notes, checks, and drafts received by the corporation as ordered by the board of directors, making proper vouchers therefore;

(d)

disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the board of directors;

(e)

render to the chief executive officer and the board of directors, whenever requested, an account of all transactions by the chief financial officer and of the financial condition of the corporation; and

(f)

perform other duties prescribed by the board of directors or the chief executive officer.

5.7

Treasurer . The corporation may have a treasurer. Unless otherwise determined by the board of directors, the treasurer, if any, shall be the chief financial officer of the corporation. If an officer other than the chief financial officer is designated treasurer, the treasurer shall have such powers and perform such duties as the board of directors or the chief executive officer may prescribe from time to time.

5.8

Secretary . The corporation shall have a secretary. The secretary shall attend all meetings of the board of directors and of the stockholders and shall maintain records of, and whenever necessary, certify all proceedings of the board of directors and of the stockholders. The secretary shall keep the required records of the corporation, and when so directed by the board of directors or other person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the stockholders and of meetings of the board of directors. The secretary shall also perform the other duties and have the other powers the board of directors or the chief executive officer may prescribe from time to time.

5.9

Delegation . Unless prohibited by the certificate of incorporation or these bylaws or a resolution of the board of directors, an officer elected or appointed by the board of directors or the chief executive officer may, without the approval of the board of directors, delegate some or all of the duties and powers of an office to other persons. An officer who delegates the duties or powers of an office remains subject to the standard of conduct for an officer with respect to the discharge of all duties and powers so deleted.

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Article 6

Stock

6.1

Certificates . The shares of the corporation’s stock may be certificated or uncertificated, as provided under Delaware General Corporation Law. All certificates of stock of the corporation shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the Chairman or the Chief Executive Officer or the President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

6.2

Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates or Uncertificated Shares . The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

6.3

Transfers of Stock . Transfers of stock shall be made on the books of the corporation only by the record holder of such stock, or by attorney lawfully constituted in writing, and, in the case of stock represented by a certificate, upon surrender of the certificate. In the case of a transfer of uncertificated shares, the authorized transferee shall provide proper transfer instructions to the corporation or the transfer agent of the corporation.

6.4

Holder of Record . Except as expressly provided by applicable law, the corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof.

6.5	Transfer Agents and Registrars . The board of directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

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Article 7

Indemnification

7.1

Right to Indemnification of Directors and Officers . The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that the person, or a person for whom he or she is the legal representative, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such proceeding if the person acted in good faith and in a manner the person reasonably believed to be in the or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Except for successful claims brought under Section 7.3 of these bylaws, the corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) was authorized by the board of directors.

7.2

Prepayment of Expenses . The corporation shall pay the expenses (including attorney fees) incurred by an officer or director in defending any proceeding in advance of its final disposition upon receipt of an undertaking by the officer or director to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified under this Article 7 or otherwise. Such expenses (including attorney fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

7.3

Claims . If a claim for indemnification or payment of expenses under this Article 7 is not paid in full within 60 days after a written claim therefor by the person has been received by the corporation, the person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the person is not entitled to the requested indemnification or payment of expenses under applicable law.

7.4

Nonexclusivity of Rights . The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 7, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

7.5

Other Sources . The corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, or other enterprise.

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7.6

Amendment or Repeal . A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or this Article 7 shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

7.7

Other Indemnification and Prepayment of Expenses . This Article 7 shall not limit the right of the corporation, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, to indemnify and to advance expenses to any other persons when and as authorized by appropriate corporate action.

Article 8

Miscellaneous

8.1	Definitions . The words, terms and phrases used, but not otherwise defined in these bylaws, shall have the meaning ascribed to them in the Delaware General Corporation Law.

8.2

Seal . The corporation shall have the power to have a corporate seal, which may be altered from time to time by the board of directors. Any such corporate seal (a) shall have the name of the corporation inscribed thereon and (b) may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

8.3	Fiscal Year . The fiscal year of the corporation shall be determined by the board of directors.

8.4

Waiver of Notice . Whenever notice is required to be given under the Delaware General Corporation Law, the certificate of incorporation or these bylaws, a written waiver of notice, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission.

8.5

Form of Records . Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to any provision of the Delaware General Corporation Law.

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8.6

Dividends . Subject to applicable law and the certificate of incorporation, dividends upon the shares of capital stock of the corporation may be declared by the board of directors at any regular or special meeting of the board of directors. Dividends may be paid in cash, in property or in shares of the corporation’s capital stock, unless otherwise provided by applicable law or the certificate of incorporation.

8.7

Amendment of Bylaws . The power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote. If permitted in the certificate of incorporation, these bylaws may be amended or repealed, and new bylaws adopted, by the board of directors. The fact that such power has been conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

8.8

Exclusive Forum . Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of these bylaws.

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Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Ronald L. Shape, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of National American University Holdings, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or person performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 4, 2013

/s/ Ronald L. Shape

Ronald L. Shape, Ed. D.

Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Venessa D. Green, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of National American University Holdings, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or person performing the equivalent functions):

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 4, 2013

/s/ Venessa D. Green

Venessa D. Green, MBA, CPA

Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO RULE 13b – 14(b) OF THE SECURITIES

EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of National American University Holdings, Inc. (the “Company”) on Form 10-Q for the period ended August 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I Ronald Shape, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Ronald L. Shape

Ronald L. Shape, Ed. D.

Chief Executive Officer

October 4, 2013

Exhibit 32.2

CERTIFICATION PURSUANT TO RULE 13b – 14(b) OF THE SECURITIES

EXCHANGE ACT AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of National American University Holdings, Inc. (the “Company”) on Form 10-Q for the period ended August 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I Venessa D. Green, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Venessa D. Green

Venessa D. Green, MBA, CPA

Chief Financial Officer

October 4, 2013

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