<PAGE>
________________________________________________________________________________
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 10-QSB
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the nine months period ended March 31, 1997
[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-21419
NAM CORPORATION
- --------------------------------------------------------------------------------
(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
---------------------------------------
(Address of Principal Executive Offices)
(516) 829-4343
---------------------------
(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 May 12, 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
------
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
Consolidated Balance Sheets at
March 31, 1997 and June 30, 1996 3
Consolidated Statements of Operations
for the three month and nine month
periods ended March 31, 1997 and 1996 4
Consolidated Statements of Cash Flows
for the nine month periods ended
March 31, 1997 and 1996 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
2
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NAM CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, 1997 June 30, 1996
(unaudited)
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 1,009,662 $ 31,474
Securities available for sale 2,922,254 -
Accounts receivable (net of allowance for doubtful accounts) 378,558 455,956
Other receivables 41,890 5,873
Prepaid assets 73,080 53,010
-------------------- ----------------------
Total current assets 4,425,444 546,313
-------------------- ----------------------
Furniture and equipment, net 207,178 216,507
Organization costs, net 23,225 29,669
Deferred offering costs - 112,001
Other assets 44,256 34,503
-------------------- ----------------------
Total noncurrent assets 274,659 392,680
-------------------- ----------------------
Total assets $ 4,700,103 $ 938,993
==================== ======================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 168,905 $ 239,261
Accrued liabilities and dividends payable 126,758 199,571
Accrued payroll and employee benefits 27,131 45,527
Deferred revenue 144,876 126,380
Notes payable-private placement - 400,000
-------------------- ----------------------
Total current liabilities 467,670 1,010,739
-------------------- ----------------------
Stockholders' equity:
Preferred stock ($0.001 par value, 5,000,000 shares authorized;
none issued) $ - $ -
Common stock ($0.001 par value, 15,000,000 shares authorized;
3,334,978 and 1,813,075 shares issued, respectively) 3,335 1,813
Paid-in capital 4,602,761 28,739
Accumulated deficit (338,824) (101,990)
Unrealized loss on securities available for sale (34,608) -
Unearned compensation (231) (308)
-------------------- ----------------------
Total stockholders' equity 4,232,433 (71,746)
-------------------- ----------------------
Total liabilities and stockholders' equity $ 4,700,103 $ 938,993
==================== ======================
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
NAM CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31, Nine Months Ended March 31,
1997 1996 1997 1996
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Revenues $ 739,034 $ 682,022 $ 2,474,654 $ 2,204,178
Operating costs and expenses:
Cost of services 177,660 159,493 610,183 505,123
Sales and marketing expenses 533,610 321,681 1,451,710 1,026,264
General and administrative expenses 316,672 221,896 719,110 553,913
---------------- ---------------- ---------------- ----------------
Total operating costs and expenses 1,027,942 703,070 2,781,003 2,085,300
---------------- ---------------- ---------------- ----------------
Income (loss) from operations (288,908) (21,048) (306,349) 118,878
Other income 63,063 15,663 73,462 3,405
---------------- ---------------- ---------------- ----------------
Income (loss) before income taxes (225,845) (5,385) (232,887) 122,283
Provision for income taxes 2,766 2,330 3,945 3,525
---------------- ---------------- ---------------- ----------------
Net income (loss) $ (228,611) $ (7,715) $ (236,832) $ 118,758
================ ================ ================ ================
Net income (loss) per common share $ (0.07) $ (0.00) $ (0.09) $ 0.06
================ ================ ================ ================
Weighted average common stock and
common stock equivalents 3,334,978 1,805,943 2,572,168 1,947,504
---------------- ---------------- ---------------- ----------------
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
NAM CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended March 31,
1997 1996
------------------- -------------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss) $ (236,832) $ 118,758
Adjustments to reconcile net income (loss) to net
cash from operating activities:
Depreciation and amortization 45,357 34,094
Provision for bad debts - 15,622
(Gain) on sale of securities available for sale (7,123) -
Earned portion of stock bonus plan 77 426
Decrease (increase) in accounts receivable 77,398 (25,786)
(Increase) decrease in other receivables (36,017) 5,919
Increase in prepaid expenses (20,070) (39,023)
(Increase) decrease in other assets (9,752) 14,927
(Decrease) increase in accounts payable and accrued liabilities (143,169) 33,507
Decrease in accrued payroll and employee benefits (18,396) (20,317)
Increase in deferred revenues 18,496 6,614
------------------- -------------------
Net cash (used in) provided by operating activities (330,031) 144,741
------------------- -------------------
Cash Flows from Investing Activities:
Purchases of securities available for sale (3,309,429) -
Proceeds from sales of securities available for sale 362,373 -
Purchases of furniture and equipment (32,263) (96,562)
Increase in organization costs - (1,080)
------------------- -------------------
Net cash used in investment activities (2,979,319) (97,642)
------------------- -------------------
Cash Flows from Financing Activities:
Issuance of common stock, net of issuance costs 4,575,537 -
Repayment of notes payable (400,000) -
Decrease (increase) in deferred offering costs 112,001 (32,500)
------------------- -------------------
Net cash provided by (used in) financing activities 4,287,538 (32,500)
------------------- -------------------
Net increase in cash 978,188 14,599
Cash and cash equivalents at beginning of period 31,474 56,070
------------------- -------------------
Cash and cash equivalents at end of period $ 1,009,662 $ 70,669
=================== ===================
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
NAM CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
1. The consolidated balance sheet as of March 31, 1997 and the related
consolidated statements of operations for the three and nine month periods ended
March 31, 1997 and 1996 have been prepared by NAM Corporation, including the
accounts of its wholly-owned subsidiaries. In the opinion of management, all
adjustments necessary to present fairly the financial position as of March 31,
1997 and for all periods presented, consisting of normal recurring adjustments,
have been made. Results of operations for the nine month period ended March 31,
1997 are not necessarily indicative of the operating results expected for the
full year.
2. 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 exclusive of offering
costs. Each unit included one share of common stock and one redeemable warrant
exercisable at $6.00 per share.
3. 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.
4. In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share," which is
effective for financial statements for both interim and annual periods ending
after December 15, 1997. Early adoption of the new standard is not permitted.
The new standard eliminates primary and fully diluted earnings per share and
requires presentation of basic and diluted earnings per share together with
disclosure of how the per share amounts were computed. The adoption of this new
standard is not expected to have a material impact on the disclosure of earnings
per share in the financial statements.
6
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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 markets 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 for business in March 1992 in New York and currently has
offices in New York, Pennsylvania, Massachusetts, Tennessee, South Carolina and
the Midwest. The Midwest region, with headquarters in Wisconsin, commenced
operations in the third quarter of the 1997 fiscal year.
The Company's objective is to become the leading provider 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.
Third Quarter Ended March 31, 1997 Compared to Third Quarter Ended March 31,
1996
Revenues. Revenues increased 8% to $739,034 for the third quarter ended
March 31, 1997 from $682,022 for the comparable prior period. Management
attributes this growth in sales to a higher level of business with existing as
well as new clients in a majority of its offices. Excluding the Pennsylvania
office, revenues for the other offices combined increased approximately 14% over
the prior period.
7
<PAGE>
Management believes that the Pennsylvania office will continue to
experience a lower volume of cases heard through the end of the fiscal year and
into the 1998 fiscal year. The Company has focused its resources in re-staffing
and rebuilding this location in an effort to reverse this trend. In addition,
the current period includes approximately $13,000 from a new source of business.
Such revenue relates to commissions earned from the referral of clients to a
company specializing in structured settlements.
Cost of Services. Cost of services increased 11% to $177,660 for the third
quarter ended March 31, 1997 from $159,493 for the third quarter ended March 31,
1996. The higher volume of business serviced resulted in greater hearing officer
fees. In addition, cost of services as a percentage of revenues remained stable
at 24% in the third quarter of fiscal year 1997 as compared to 23% in the third
quarter of fiscal year 1996.
Sales and Marketing. Sales and marketing costs increased 66% to $533,610
for the third quarter ended March 31, 1997 from $321,681 for the third quarter
ended March 31, 1996. 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. Sales and marketing costs as a percentage of revenues
increased to 72% in the third quarter of fiscal year 1997 from 47% in the third
quarter of fiscal year 1996. This is attributed to the hiring and upgrading of
personnel to staff and support the Company's expansion plans. For example, the
Midwest region, with personnel in Wisconsin and Illinois, opened during the
current period. In addition, at the end of the current quarter, the Company
embarked on an advertising campaign with the goal of creating an increased
national presence through a variety of media. Additional marketing expenditures
are planned in the fourth quarter as well as in the 1998 fiscal year. Proceeds
from the initial public offering are being utilized for this marketing effort.
General and Administrative. General and administrative costs increased 43%
to $316,672 for the third quarter ended March 31, 1997 from $221,896 for the
third quarter ended March 31, 1996. Furthermore, general and administrative
costs as a percentage of revenues increased to 43% in the third quarter of
fiscal year 1997 from 33% for the comparable prior period. A portion of the
increase relates to higher rent expense. To support business opportunities
throughout the country, larger office space was obtained in four locations and
new offices were opened in Wisconsin and Illinois. In addition, higher expenses
were incurred in the third quarter of the fiscal year for professional fees and
employee recruitment arising from the expansion of the Company as well as the
overall additional costs of being a publicly traded entity.
8
<PAGE>
Other Income. Other income increased 303% to $63,063 for the third quarter
ended March 31, 1997 from $15,663 for the third quarter ended March 31, 1996.
Other income as a percentage of revenues increased to 9% in the third quarter of
fiscal year 1997 from 2% in the third quarter of fiscal year 1996. The current
period reflects the first full quarter of income generated from the investment
of the initial public offering proceeds which have yet to be used in operations.
Other income in the prior period was offset by interest expense relating to a
past private placement financing. This debt was satisfied in full on November
20, 1996.
Provision for Income Taxes. The Company's tax expense for the third quarter
ended March 31, 1997 and 1996 was $2,766 and $2,330, respectively, and relates
to state franchise taxes.
Net Loss. Net loss for the third quarter ended March 31, 1997 increased to
($228,611) from ($7,715) for the comparable 1996 period. As discussed above,
this decrease was primarily due to higher general and administrative
expenditures as well as sales and marketing costs incurred as an investment in
the Company's infrastructure in anticipation of future growth.
Nine Months Ended March 31, 1997 Compared to Nine Months Ended March 31, 1996
Revenues. Revenues increased 12% to $2,474,654 for the nine months ended
March 31, 1997 from $2,204,178 for the comparable 1996 period. Management
attributes this growth in sales to a higher level of business with existing as
well as new clients in all offices other than Pennsylvania. Excluding
Pennsylvania, revenues grew by 19% over the prior period for all other offices
combined. Management believes that the Pennsylvania office will continue to
experience a lower volume of cases heard through the end of the fiscal year and
into the 1998 fiscal year. The Company has focused its resources in re-staffing
and rebuilding this location in an effort to reverse this trend. In addition, in
the third quarter of this fiscal year, approximately $13,000 of revenues were
generated from commissions earned from an arrangement with a company
specializing in structured settlements.
Cost of Services. Cost of services increased 21% to $610,183 for the nine
months ended March 31, 1997 from $505,123 for the nine months ended March 31,
1996. The higher volume of business serviced resulted in greater hearing officer
fees. In addition, cost of services as a percentage of revenues increased
slightly to 25% in the first nine months of fiscal year 1997 from 23% in the
comparable prior period.
9
<PAGE>
Sales and Marketing. Sales and marketing costs increased 41% to $1,451,710
for the nine months ended March 31, 1997 from $1,026,264 for the nine months
ended March 31, 1996. 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 nine months ended March 31, 1997 increased to 59%
from 47% for the comparable prior period. This is attributed to the hiring and
upgrading of personnel to staff and support the Company's expansion plans as
evidenced by the opening of the Midwest region during the third quarter of 1997.
General and Administrative. General and administrative costs increased 30%
to $719,110 for the nine months ended March 31, 1997 from $553,913 for the nine
months ended March 31, 1996. Furthermore, general and administrative costs as a
percentage of revenues for the nine months ended March 31, 1997 increased to 29%
from 25% for the comparable prior period. Higher costs with respect to rent,
professional fees and employee recruitment were due to the expansion of the
Company and its status as a publicly traded entity.
Other Income. Other income increased 2057% to $73,462 for the nine months
ended March 31, 1997 from $3,405 for the nine months ended March 31, 1996. Other
income as a percentage of revenues for the nine months ended March 31, 1997
increased to 3% from 0% for the nine months ended March 31, 1996. In the current
period, investment income was generated from the proceeds of the initial public
offering that have yet to be used in operations. Other income in the prior
period was offset by interest expense relating to a past private placement
financing. This debt was satisfied in full on November 20, 1996.
Provision for Income Taxes. The Company's tax expense for the nine months
ended March 31, 1997 and 1996 was $3,945 and $3,525, respectively. Such expense
represents state franchise taxes.
Net Income (loss). Net income (loss) for the nine months ended March 31,
1997 decreased to ($236,832) from $118,758 for the comparable 1996 period. As
discussed above, this decrease was primarily due to higher general and
administrative expenditures as well as sales and marketing costs incurred as an
investment in the Company's infrastructure in anticipation of future growth.
Liquidity and Capital Resources
At March 31, 1997, the Company had working capital surplus of $3,957,774
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.
10
<PAGE>
Net cash used in operating activities was $330,031 for the nine months
ended March 31, 1997 versus cash provided by operating activities of $144,741 in
the prior comparable period. The decline is attributable to the decrease in net
income (loss) from the nine month period ended March 31, 1996 to the same period
in the current year: $118,758 in 1996 versus ($236,832) in 1997. Furthermore,
upon receipt of the funds from the initial public offering, accounts payable and
accrued expenses were paid down. This results in a use of operating funds.
Net cash used in investing activities was $2,979,319 for the nine months
ended March 31, 1997 versus $97,642 for the comparable prior period. Additional
investing activity occurred primarily in the second and third quarters of the
1997 fiscal year when the net proceeds from the initial public offering were
received. Initially, a majority of the proceeds was invested in money market
funds which are considered cash equivalents. However, during the third quarter,
a portion of these funds was invested in other short-term securities to achieve
a better yield.
Net cash provided by financing activities was $4,287,538 for the nine
months ended March 31, 1997 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 Proceedings.
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. Form 8-K, dated
March 4, 1997, was filed on March 11, 1997 as there was a
change in the Company's certifying accountant.
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: May 13, 1997 By: /s/ Roy Israel
----------------------------------
Roy Israel, President and CEO
Date: May 13, 1997 By: /s/ Patricia A. Giuliani-Rheaume
----------------------------------
Patricia A. Giuliani-Rheaume,
Vice President, Treasurer and CFO
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> MAR-31-1997
<CASH> 1,010
<SECURITIES> 2,922
<RECEIVABLES> 419
<ALLOWANCES> 40
<INVENTORY> 0
<CURRENT-ASSETS> 4,425
<PP&E> 342
<DEPRECIATION> 135
<TOTAL-ASSETS> 4,700
<CURRENT-LIABILITIES> 468
<BONDS> 0
0
0
<COMMON> 3
<OTHER-SE> 4,229
<TOTAL-LIABILITY-AND-EQUITY> 4,700
<SALES> 2,475
<TOTAL-REVENUES> 2,475
<CGS> 610
<TOTAL-COSTS> 2,781
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12
<INCOME-PRETAX> (233)
<INCOME-TAX> 4
<INCOME-CONTINUING> (237)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (237)
<EPS-PRIMARY> (0.09)
<EPS-DILUTED> (0.09)
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