<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the six months period ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-21419
NAM CORPORATION
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(Name of small business issuer as specified in its charter)
Delaware 23-2753988
- --------------------------------- ------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1010 Northern Boulevard
Great Neck, New York 11021
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(Address of Principal Executive Offices)
(516) 829-4343
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(Issuer's Telephone Number,
Including Area Code)
---------------------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such report), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
-- --
As of February 10, 1997, 3,334,978 shares of common stock of the issuer
were outstanding.
Transitional small business disclosure format (check one):
Yes No X
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NAM CORPORATION
INDEX
PART I. FINANCIAL INFORMATION Page
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ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheet at
December 31, 1996 and June 30, 1996 3
Consolidated Statement of Operations for the
six months ended December 31, 1996 and 1995 4
Consolidated Statement of Cash Flows for the
six months ended December 31, 1996 and 1995 5
Notes to Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 7-11
PART II. OTHER INFORMATION 12
Exhibit 27: Financial Data Schedule 13
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NAM CORPORATION
CONSOLIDATED BALANCE SHEET
<TABLE>
December 31, June 30,
1996 1996
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(Unaudited)
<S> <C> <C>
ASSETS
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CURRENT ASSETS:
Cash and cash equivalents $ 3,118,688 31,474
Securities available for sale 1,239,568 -
Accounts receivables (net of allowance for doubtful accounts) 443,316 455,956
Other receivables 12,895 5,873
Prepaid assets 96,621 53,010
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Total current assets 4,911,088 546,313
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Furniture and equipment, net 201,292 216,507
Organization costs, net 25,373 29,669
Deferred offering costs - 112,001
Other assets 27,823 34,503
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Total noncurrent assets 254,488 392,680
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Total assets $ 5,165,576 938,993
==============================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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CURRENT LIABILITIES:
Accounts payable $ 139,674 239,261
Accrued liabilities and dividends payable 232,689 199,571
Accrued payroll and employee benefits 56,046 45,527
Payable for securities purchased 116,718 -
Deferred revenues 108,915 126,380
Notes payable-private placement - 400,000
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Total current liabilities 654,042 1,010,739
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STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock ($.001 par value, 5,000,000 shares authorized;
none issued) $ - -
Common stock ($.001 par value, 15,000,000 shares authorized;
3,334,978 and 1,813,075 shares issued, respectively) 3,335 1,813
Paid-in capital 4,609,399 28,739
Accumulated deficit (110,211) (101,990)
Unrealized gain on securities available for sale 9,293 -
Unearned compensation - stock bonus plan (282) (308)
----------------------------------------------
Total stockholders' equity (deficit) 4,511,534 (71,746)
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Total liabilities and stockholders' equity (deficit) $ 5,165,576 938,993
==============================================
</TABLE>
See notes to consolidated financial statements.
3
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NAM CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
Three Months Ended December 31, Six Months Ended December 31,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES $922,176 $746,328 $1,735,620 $1,522,156
-------- -------- ---------- ----------
OPERATING COSTS AND EXPENSES:
Cost of services 235,441 170,687 432,523 345,630
Sales and marketing expenses 501,798 348,828 918,100 704,583
General and administrative expenses 220,558 170,536 402,438 332,017
-------- -------- --------- ----------
Total operating costs and expenses 957,797 690,051 1,753,061 1,382,230
-------- -------- --------- ----------
INCOME (LOSS) FROM OPERATIONS (35,621) 56,277 (17,441) 139,926
-------- -------- --------- ----------
OTHER INCOME (LOSS) 17,253 (5,645) 10,399 (12,258)
-------- -------- --------- ----------
INCOME (LOSS) BEFORE INCOME TAXES (18,368) 50,632 (7,042) 127,668
-------- -------- --------- ----------
PROVISION FOR INCOME TAXES (836) 0.00 1,179 1,195
-------- -------- --------- ----------
NET INCOME (LOSS) $ (17,532) $ 50,632 $ (8,221) $ 126,473
-------- -------- --------- ----------
NET INCOME (LOSS) PER COMMON SHARE $ (0.007) $ 0.026 $ (0.004) $ 0.065
-------- -------- --------- ----------
WEIGHTED AVERAGE COMMON STOCK AND
COMMON STOCK EQUIVALENTS 2,595,636 1,947,504 2,271,561 1,947,504
--------- --------- --------- ----------
</TABLE>
See notes to consolidated financial statements.
4
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NAM CORPORATION
STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
Six Months Ended December 31,
1996 1995
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) $ (8,221) 127,668
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Adjustments to reconcile net income to net cash from
operating activities:
Depreciation and amortization 38,277 44,558
Earned portion of stock bonus plan 26 191
Increase (decrease) in cash resulting from changes in
operating assets and liabilities:
Accounts receivables 12,640 (65,497)
Other receivables (7,022) (9,032)
Prepaid expenses (43,611) (55,610)
Other assets (1,332) (13,803)
Accounts payable and accrued liabilities (66,469) 50,571
Accrued payroll and employee benefits 10,519 (12,173)
Deferred revenues (17,465) (14,497)
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Net cash provided by (used in) operating activities (82,658) 52,376
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of securities available for sale (1,229,031) -
Increase in payable for securities purchased 116,718 -
Purchases of furniture and equipment (11,970) (63,373)
Increase in organization costs - (8,825)
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Net cash used in investment activities (1,124,283) (72,198)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock, net of issuance costs 4,582,154 -
Repayment of notes payable (400,000) -
Decrease in deferred offering costs 112,001 -
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Net cash provided by financing activities 4,294,155 -
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Net increase (decrease) in cash 3,087,214 (19,822)
Cash and cash equivalents at beginning of period 31,474 56,070
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Cash and cash equivalents at end of period $ 3,118,688 36,248
===============================================
</TABLE>
See notes to consolidated financial statements.
5
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NAM CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
1. The December 31, 1996 balance sheet presented herein was derived from the
audited June 30, 1996 financial statements of the Company.
2. These financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-QSB. The financial statements should be read in
conjunction with the audited financial statements of the Company for the year
ended June 30, 1996 for a description of the significant accounting policies,
which have been continued without change, and other footnote information.
3. All adjustments which are, in the opinion of management, necessary for a fair
presentation of the results of the interim periods have been included. The
results of the interim periods are not necessarily indicative of the results for
the full year.
4. The Company completed its initial public offering on November 18, 1996 and
the over-allotment on December 3, 1996, which, in the aggregate, consisted of
1,460,000 units, realizing $4,947,849 in net proceeds. Each unit included one
share of common stock and one redeemable warrant exercisable at $6.00 per share.
5. Cash and cash equivalents consist of cash, money market funds and securities
with a maturity at date of purchase of three months or less. Securities
available for sale consist of government securities, corporate bonds and
marketable equity securities.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition
and Results of Operations contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). The
Company desires to avail itself of certain "safe harbor" provisions of the Act
and therefore is including this special note to enable it to do so.
Forward-looking statements contained herein involve risks and uncertainties. The
Company's actual results and experience could differ materially from those
anticipated in these forward-looking statements as a result of many factors
including changes in the market and/or regions currently served by the Company
and in those markets and/or regions that the Company may expand into; changes in
the insurance industry; the Company's inability to retain current or new hearing
officers; and changes in the public court system.
General
The Company provides alternative dispute resolution ("ADR") services to
insurance companies, law firms, large self-insured corporations and
municipalities. To date, the Company has focused the majority of its marketing
efforts on developing relationships, and expanding existing relationships, with
insurance companies which the Company believes are some of the largest consumers
of ADR services.
The Company opened its first office in March 1992 in New York and has grown
to five locations in New York, Pennsylvania, Massachusetts, Tennessee and South
Carolina.
The Company's objective is to become one of the leading providers of ADR
services nationally. To accomplish this goal, the Company plans to open up new
offices in states where it does not presently have offices, which may include
the acquisition of existing ADR companies. In addition, the Company intends to
increase its marketing of its ADR services to litigants in other types of
disputes, including complex commercial issues, construction, employment and
worker's compensation cases.
Second Quarter Ended December 31, 1996 Compared to Second Quarter
Ended December 31, 1995
Revenues. Revenues increased 24% to $922,176 for the second quarter ended
December 31, 1996 from $746,328 for the comparable 1995 period. Management
attributes this growth in sales to a higher level of business with existing as
well as new clients in four of its offices.
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Cost of Services. Cost of services increased 38% to $235,441 for the second
quarter ended December 31, 1996 from $170,687 for the second quarter ended
December 31, 1995. The higher volume of business serviced resulted in greater
hearing officer fees. In addition, cost of services as a percentage of revenues
increased to 26% in the second quarter of fiscal year 1997 from 23% in the
second quarter of fiscal year 1996. As volume of cases heard continues to rise,
the cost of services as a percentage of revenue is expected to decrease.
Sales and Marketing. Sales and marketing costs increased 44% to $501,798
for the second quarter ended December 31, 1996 from $348,828 for the second
quarter ended December 31, 1995. This expense category includes all salary and
related payroll and employee benefit costs as well as advertising and
promotional expenses. Sales-related employee commissions have risen based on the
higher volume of business. Furthermore, sales and marketing costs as a
percentage of revenues increased to 54% in the second quarter of fiscal year
1997 from 47% in the second quarter of fiscal year 1996. This is attributed to
the hiring and upgrading of personnel to staff and support the Company's
expansion plans. Management believes that the Company is currently operating
with excess capacity.
General and Administrative. General and administrative costs increased 29%
to $220,558 for the second quarter ended December 31, 1996 from $170,536 for the
second quarter ended December 31, 1995. Furthermore, general and administrative
costs as a percentage of revenues increased to 24% in the second quarter of
fiscal year 1997 from 23% for the comparable prior period. A portion of the
increase relates to rent expense. To support business opportunities throughout
the country, larger office space was obtained in four locations and a new office
was opened in South Carolina. In addition, higher expenses were incurred in the
second quarter of the fiscal year for professional fees, employee recruitment
and other expenses arising from the expansion of the Company as well as the
overall additional costs of being a publicly traded entity.
Other Income (Loss). Other income (loss) increased 406% to $17,253 for the
second quarter ended December 31, 1996 from ($5,645) for the second quarter
ended December 31, 1995. Other income (loss) as a percentage of revenues
increased to 2% in the second quarter of fiscal year 1997 from (1%) in the
second quarter of fiscal year 1996. Other loss in the prior period was primarily
composed of interest expense relating to a past private placement financing.
This debt was satisfied in full on November 20, 1996. In addition, in the
current period, investment income was generated from the initial public offering
proceeds. These funds were conservatively invested as follows: money market
funds (62%), short-term government securities (17%), investment grade corporate
bonds (14%) and a small, diversified portfolio of marketable equity
8
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securities (7%).
Provision for Income Taxes. The Company's tax expense (benefit) for the
second quarter ended December 31, 1996 and 1995 was ($836) and $0, respectively.
The current year benefit relates to a reduction in state franchise taxes due to
the Company's net loss. The Company did not have taxable Federal income for the
quarters ended December 31, 1996 and 1995 due to net operating loss
carryfowards. As of December 31, 1996 and 1995, the Company had net operating
loss carryfowards for Federal tax purposes of approximately $91,644 and
$187,725, respectively.
Net Income (Loss). Net income (loss) for the second quarter ended December
31, 1996 decreased to ($17,532) from $50,632 for the comparable 1995 period. As
discussed above, this decrease was primarily due to higher cost of services and
sales and marketing expenditures made as an investment in the Company's
infrastructure in anticipation of future growth.
Six Months Ended December 31, 1996 Compared to Six Months Ended
December 31, 1995
Revenues. Revenues increased 14% to $1,735,620 for the six months ended
December 31, 1996 from $1,522,156 for the comparable 1995 period. Management
attributes this growth in sales to a higher level of business with existing as
well as new clients primarily in New York, Tennessee and South Carolina. The
rate of increase in fiscal year 1997 for the six month periods ended December
31, 1996 and 1995 is lower than that of the three month periods then ended due
to the atypical growth experienced in the first quarter of fiscal 1996 from two
large successful pilot programs.
Costs of Services. Cost of services increased 25% to $432,523 for the six
months ended December 31, 1996 from $345,630 for the six months ended December
31, 1995. The higher volume of business serviced resulted in greater hearing
officer fees. In addition, cost of services as a percentage of revenues
increased to 25% in the first half of fiscal year 1997 from 23% in the
comparable prior period. As volume of cases heard continues to rise, the cost of
services as a percentage of revenue is expected to decrease.
Sales and Marketing. Sales and marketing costs increased 30% to $918,100
for the six months ended December 31, 1996 from $704,583 for the six months
ended December 31, 1995. Sales-related employee commissions have risen based on
the higher volume of business. Furthermore, sales and marketing costs as a
percentage of revenues for the six months ended December 31, 1996 increased to
53% from 46% for the comparable prior period. This is attributed to the hiring
and upgrading of personnel to staff and support the Company's expansion plans.
9
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General and Administrative. General and administrative costs increased 21%
to $402,438 for the six months ended December 31, 1996 from $332,017 for the six
months ended December 31, 1995. Furthermore, general and administrative costs as
a percentage of revenues for the six months ended December 31, 1996 increased to
23% from 22% for the comparable prior period. Higher costs with respect to rent,
professional fees and other expenses were due to the expansion of the Company
and its status as a publicly traded entity.
Other Income (Loss). Other income (loss) increased 185% to $10,399 for the
six months ended December 31, 1996 from ($12,258) for the six months ended
December 31, 1995. Other income (loss) as a percentage of revenues for the six
months ended December 31, 1996 increased to 1% from (1%) for the six months
ended December 31, 1995. Other loss in the prior period pertained to interest
expense relating to a past private placement financing. This debt was satisfied
in full on November 20, 1996. In addition, in the current period, investment
income was generated from the initial public offering proceeds. These funds were
conservatively invested as follows: money market funds (62%), short-term
government securities (17%), investment grade corporate bonds (14%) and a small,
diversified portfolio of marketable equity securities (7%).
Provision for Income Taxes. The Company's tax expense for the six months
ended December 31, 1996 and 1995 was $1,179 and $1,195, respectively. Such
expense represents state franchise taxes. The Company did not have taxable
Federal income for the two six month periods as a result of net operating loss
carryforwards.
Net Income (loss). Net income (loss) for the six months ended December 31,
1996 decreased to ($8,221) from $126,473 for the comparable 1995 period. As
discussed above, this decrease was primarily due to higher cost of services and
sales and marketing expenditures made as an investment in the Company's
infrastructure in anticipation of future growth.
Liquidity and Capital Resources
At December 31, 1996, the Company had working capital surplus of $4,257,046
compared to a working capital deficit of $464,426 at June 30, 1996. This change
in working capital was primarily due to the Company's completion of its initial
public offering on November 18, 1996.
Net cash used in operating activities was $82,658 for the six months ended
December 31, 1996 versus cash provided by operating activities of $52,376 in the
prior comparable period. The decline is attributable to the decrease in net
income (loss) from the six month period ended December 31, 1995 to the same
period in the current year: $127,668 in 1995 versus ($8,221) in 1996.
10
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Net cash used in investing activities was $1,124,283 for the six months
ended December 31, 1996 versus $72,198 for the comparable prior period.
Additional investing activity occurred primarily in the second quarter of the
1997 fiscal year when the net proceeds from the initial public offering were
received.
Net cash provided by financing activities was $4,294,155 for the six months
ended December 31, 1996 primarily as the result of proceeds realized from the
initial public offering. A portion of the proceeds were utilized to repay
promissory notes in the aggregate amount of $400,000. The notes bore interest at
a rate of 8% per annum, and were originally due June 30, 1996. Subsequently the
due dates of the notes were extended to December 31, 1996. On November 20, 1996,
the notes were repaid in full.
11
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PART II - OTHER INFORMATION
Item 1. Legal Proceedngs.
Not applicable.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults upon Senior Securities.
Not applicable.
Item 4. Submission of matters to a Vote of Security Holders.
None.
Item 5. Other information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. See Exhibit 27.
(b) Reports on Form 8-K. None.
SIGNATURES
In accordance with 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.
NAM CORPORATION
Date: February 11, 1997 By: /s/ Roy Israel
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Roy Israel, President and CEO
Date: January 24, 1997 By: /s/ Charles A. Merola
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Charles A. Merola, Vice
President and CFO
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> DEC-31-1996
<CASH> 3,119
<SECURITIES> 1,240
<RECEIVABLES> 483
<ALLOWANCES> 40
<INVENTORY> 0
<CURRENT-ASSETS> 4,911
<PP&E> 321
<DEPRECIATION> 120
<TOTAL-ASSETS> 5,166
<CURRENT-LIABILITIES> 654
<BONDS> 0
0
0
<COMMON> 3
<OTHER-SE> 4,509
<TOTAL-LIABILITY-AND-EQUITY> 5,166
<SALES> 1,736
<TOTAL-REVENUES> 1,736
<CGS> 433
<TOTAL-COSTS> 1,753
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12
<INCOME-PRETAX> (7)
<INCOME-TAX> 1
<INCOME-CONTINUING> (8)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8)
<EPS-PRIMARY> (0.004)
<EPS-DILUTED> (0.004)
</TABLE>
