<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
[ ] 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
----------------------------------
(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 November 12, 1998, 3,334,978 shares of common stock of the issuer were
outstanding.
Transitional small business disclosure format (check one): Yes No X
<PAGE>
NAM CORPORATION
INDEX
PART I. FINANCIAL INFORMATION Page
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ITEM 1. UNAUDITED FINANCIAL STATEMENTS
Consolidated Balance Sheets at September 30,
1998 and June 30,1998 3
Consolidated Statements of Operations
for the three month periods ended
September 30, 1998 and 1997 4
Consolidated Statements of Changes in
Stockholders' Equity for the three month
periods ended September 30, 1998 and 1997 5
Consolidated Statements of Cash Flows
for the three month periods ended
September 30, 1998 and 1997 6
Notes to Consolidated Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 9
PART II. OTHER INFORMATION
Item 2. Changes in Securities
and Use of Proceeds 13
Item 6. Exhibits and Reports on Form 8-K 13
<PAGE>
NAM Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
September 30, June 30,
1998 1998
----------- -----------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,247,746 $ 1,417,280
Marketable securities 1,488,343 1,950,880
Accounts receivable (net of allowance for doubtful accounts of $90,000) 367,147 385,300
Other receivables 8,343 17,945
Prepaid expenses 53,597 45,080
----------- -----------
Total current assets 3,165,176 3,816,485
FURNITURE AND EQUIPMENT - AT COST, less accumulated depreciation 254,006 248,679
OTHER ASSETS 39,936 44,392
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$ 3,459,118 $ 4,109,556
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 399,269 $ 315,323
Accrued liabilities 187,508 163,641
Accrued payroll and employee benefits 92,872 126,361
Deferred revenues 174,480 150,389
----------- -----------
Total current liabilities 854,129 755,714
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
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 shares issued and outstanding 3,335 3,335
Additional paid-in capital 4,780,094 4,778,179
Accumulated deficit (2,161,761) (1,368,681)
Accumulated other comprehensive loss (16,679) (58,991)
----------- -----------
Total stockholders' equity 2,604,989 3,353,842
----------- -----------
$ 3,459,118 $ 4,109,556
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
NAM Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Three months ended September 30,
1998 1997
---------------- ----------------
<S> <C> <C>
Net revenues $ 997,949 $ 863,725
---------------- ----------------
Operating costs and expenses
Cost of services 270,174 224,469
Sales and marketing expenses 690,606 389,551
General and administrative expenses 542,652 481,398
---------------- ----------------
1,503,432 1,095,418
---------------- ----------------
Loss from operations (505,483) (231,693)
Other income (expenses)
Investment (loss) income (288,627) 42,663
Other income 1,030 410
---------------- ----------------
(287,597) 43,073
---------------- ----------------
Loss before income taxes (793,080) (188,620)
Income taxes - -
---------------- ----------------
NET LOSS $ (793,080) $ (188,620)
================ ================
Net loss per common share - basic and diluted $ (0.24) $ (0.06)
================ ================
Weighted average shares outstanding - basic and diluted 3,334,978 3,334,978
================ ================
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
NAM Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Three months ended September 30, 1998 and 1997
<TABLE>
<CAPTION>
Accumulated
Additional other Total Compre-
Common stock paid-in Accumulated comprehensive stockholders' hensive
Shares Amount capital deficit income (loss) equity loss
--------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balances at July 1, 1997 3,334,978 $ 3,335 $ 4,772,569 $ (739,547) $ 79,019 $ 4,115,376
Compensation related to stock
option plan 1,402 1,402
Net loss (188,620) (188,620) $ (188,620)
Change in unrealized gain on
marketable securities 112,931 112,931 112,931
Earned portion of stock bonus plan 25 25 25
-----------
Comprehensive loss $ (75,664)
===========
---------------------------------------------------------------------------------
Balances at September 30, 1997 3,334,978 $ 3,335 $ 4,773,971 $ (928,167) $ 191,975 $ 4,041,114
=================================================================================
Balances at July 1, 1998 3,334,978 $ 3,335 $ 4,778,179 $(1,368,681) $ (58,991) $ 3,353,842
Compensation related to stock
option plan 1,915 1,915
Net loss (793,080) (793,080) $ (793,080)
Change in unrealized loss on
marketable securities 42,286 42,286 42,286
Earned portion of stock bonus plan 26 26 26
-----------
Comprehensive loss $ (750,768)
-----------
=================================================================================
Balances at September 30, 1998 3,334,978 $ 3,335 $ 4,780,094 $(2,161,761) $ (16,679) $ 2,604,989
=================================================================================
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
NAM Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended September 30,
<TABLE>
<CAPTION>
1998 1997
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Cash flows from operating activities
<S> <C> <C>
Net loss $ (793,080) $ (188,620)
Adjustments to reconcile net loss to net cash used in operating
activities
Depreciation and amortization 23,881 15,187
Losses on sales of marketable securities 310,484 976
Losses on sales of furniture and equipment 523 --
Earned portion of stock bonus plan 26 25
Compensation related to stock option plan 1,915 1,402
Changes in operating assets and liabilities
Decrease in accounts receivable 18,153 10,302
Decrease in other receivables 9,602 8,456
(Increase) in prepaid expenses (8,517) (31)
Decrease in other assets 2,308 2,419
Increase in accounts payable and accrued liabilities 107,813 8,655
(Decrease) in accrued payroll and employee benefits (33,489) (57,234)
Increase in deferred revenues 24,091 8,626
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Net cash used in operating activities (336,290) (189,837)
----------- -----------
Cash flows from investing activities
Purchases of marketable securities (618,813) (332,101)
Proceeds from maturities of marketable securities 310,000 200,000
Proceeds from sales of marketable securities 503,627 463,737
(Decrease) increase in payable for securities purchased -- (15,263)
Purchases of furniture and equipment (28,058) (39,620)
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Net cash provided by investing activities 166,756 276,753
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NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (169,534) 86,916
Cash and cash equivalents at beginning of period 1,417,280 175,486
----------- -----------
Cash and cash equivalents at end of period $ 1,247,746 $ 262,402
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
NAM CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
Three months ended September 30, 1998
(Unaudited)
1. The consolidated balance sheet as of September 30, 1998 and the related
consolidated statements of operations for the three month periods ended
September 30, 1998 and 1997 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 September
30, 1998 and for all periods presented, consisting of normal recurring
adjustments, have been made. Results of operations for the three month period
ended September 30, 1998 are not necessarily indicative of the operating results
expected for the full year.
These consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto for the year ended June 30,
1998 included in the Company's Annual Report on Form 10-KSB. The accounting
policies used in preparing these consolidated financial statements are the same
as those described in the June 30, 1998 consolidated financial statements.
2. During the first quarter of fiscal 1999, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income".
SFAS No. 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of SFAS No. 130
had no impact on the Company's net earnings or stockholders' equity. SFAS No.
130 requires unrealized gains or losses on marketable securities and unearned
compensation related to a stock bonus plan, which prior to adoption were
reported separately in stockholders' equity, to be included in accumulated other
comprehensive income (loss). Prior year financial statements have been
reclassified to conform to the requirements of SFAS No. 130.
The components of comprehensive loss are as follows:
Three months ended September 30,
1998 1997
--------- ---------
Net loss ($793,080) ($188,620)
Change in unrealized gain (loss)
on marketable securities 42,286 112,931
Unearned compensation - stock
option plan 26 25
--------- ---------
Comprehensive loss ($750,768) ($ 75,664)
--------- ---------
7
<PAGE>
The components of accumulated other comprehensive loss are as follows:
September 30, June 30,
1998 1998
--------- ---------
Unrealized loss on marketable
equity securities ($16,602) ($58,888)
Unearned compensation - stock
option plan (77) (103)
--------- ---------
Accumulated other comprehensive loss ($16,679) ($58,991)
--------- ---------
3. Certain prior period amounts were reclassified to conform with the current
period presentation.
8
<PAGE>
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, self-insured corporations, municipalities and
individuals. To date, the Company has focused the majority of its marketing
efforts on developing relationships, and expanding existing relationships, with
insurance companies and law firms 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
Illinois.
With the ability to provide ADR services nationwide, the Company's
objective is to offer a viable, cost efficient and timely alternative to the
court system and become one of the leading providers of ADR services. The
Company intends to achieve this goal by employing the following strategies.
Firstly, the Company initiated an advertising campaign during the third quarter
of fiscal year 1998 intended to increase awareness of its services with respect
to litigants in most types of civil disputes, including complex commercial
issues, construction, employment, matrimonial and worker's compensation cases.
Total first quarter 1999 advertising and external public relations costs
incurred with respect thereto approximated $266,000. Secondly, in order to
increase business, the Company is currently pursuing exclusive relationships
with corporations and law firms in order to obtain contracts on a regional and
national basis. Thirdly, the Company is exploring strategic alliances with
business entities that have the ability to promote NAM's ADR services to their
customers. Finally, the Company may open offices in areas where it presently
does not have an office. For example, the establishment of a sales office to
develop business in Oregon is currently planned for the second half of fiscal
year 1999.
9
<PAGE>
First Quarter Ended September 30, 1998 Compared to First Quarter
Ended September 30, 1997
Revenues. Revenues increased 16% to $997,949 for the first quarter ended
September 30, 1998 from $863,725 for the comparable prior period. Management
attributes this increase in sales to a growing acceptance of the Company's
services as shown by the overall increase in the number of cases heard in all
regions with the exception of Tennessee. The decrease in Tennessee is primarily
due to a reduction in cases submitted by a large carrier in that region due to
an internal claims restructuring at that carrier. Management is currently
exploring new sources of cases through continued efforts to expand the client
base.
Cost of Services. Cost of services increased 20% to $270,174 for the first
quarter ended September 30, 1998 from $224,469 for the first quarter ended
September 30, 1997. The higher volume of business serviced resulted in greater
hearing officer fees. Additionally, the first quarter of fiscal year 1999
contains $35,000 of one-time payments to hearing officers in connection with the
commencement of exclusive arrangements with the Company. Without these charges,
the cost of services as a percentage of revenues decreased from 26% in the first
quarter of fiscal year 1998 to 24% in the first quarter of fiscal year 1999. The
ratio of cost of services to revenues will fluctuate based on the number of
hours per case, as well as the ability (or inability) of an office to take
advantage of volume arrangements with hearing officers which usually lower the
cost per case.
Sales and Marketing. Sales and marketing costs increased 77% to $690,606
for the first quarter ended September 30, 1998 from $389,551 for the first
quarter ended September 30, 1997. Sales and marketing costs as a percentage of
revenues increased to 69% in the first quarter of fiscal year 1999 from 45% in
the first quarter of fiscal year 1998. This increase largely relates to
advertising and public relations expenditures. Such costs increased by
approximately $245,000 during the first quarter of fiscal year 1999 from the
comparable prior year period. The increase was largely due to the commencement
of an advertising campaign during the third quarter of the 1998 fiscal year
whereby the Company placed advertisements in a variety of media (newspapers, law
journals, insurance and business publications, outdoor, radio and television).
The objective of the campaign is to increase awareness of the Company and its
services. There can be no assurance that such expenditures will produce higher
revenues. The remaining increase primarily pertains to the following salaries
and related items (approximately $41,000). Firstly, higher sales commissions
were incurred based on the higher volume of business. Secondly, marketing and
public relations personnel were hired after the first quarter of the 1998 fiscal
year in connection with the advertising campaign.
General and Administrative. General and administrative costs increased
13% to $542,652 for the first quarter ended September 30, 1998 from $481,398 for
the first quarter ended September 30, 1997. A portion of the increase relates to
costs incurred in connection with an ADR seminar presented by the Company for
the benefit of its clients. The remaining increase relates to salary and related
items due to increases in staff after the first quarter of the 1998 fiscal year
for data processing and other support functions. Furthermore, general and
administrative costs as a percentage of revenues decreased to 54% in the first
quarter of fiscal year 1999 from 56% for the comparable prior period.
10
<PAGE>
Other Income (Expenses). Other income (expenses) changed from income of
$43,073 for the first quarter ended September 30, 1997 to an expense of
($287,597) for the first quarter ended September 30, 1998. Other income
(expenses) is composed primarily of investment income and realized gains
(losses) generated from investments. During the first quarter of the 1999 fiscal
year, the Company sold a portion of its marketable securities. As a result, net
realized losses increased to approximately $310,000 in the first quarter of
fiscal year 1999 from $1,000 in the prior comparable period.
Income Taxes. Tax benefits resulting from net losses incurred for the
periods ended September 30, 1998 and 1997 were not recognized as the Company
recorded a full valuation allowance against the net operating loss carryforwards
during the periods.
Net Loss. For the three months ended September 30, 1998, the Company
had a net loss of ($793,080) as compared to a net loss of($188,620) for the
three months ended September 30, 1997. The loss increased primarily due to
greater expenditures for the advertising campaign and losses realized from the
sale of marketable securities.
11
<PAGE>
Liquidity and Capital Resources
At September 30, 1998, the Company had working capital surplus of
$2,311,047 compared to $3,060,771 at June 30, 1998. The decrease in working
capital occurred as a result of (1) the loss from operations and (2) realized
losses from the sale of marketable securities. Net cash used in operating
activities was $336,290 for the three months ended September 30, 1998 versus
$189,837 in the prior comparable period. The change is partially attributable to
expenditures related to advertising costs.
Net cash provided by investing activities was $166,756 for the three
months ended September 30, 1998 versus $276,753 in the comparable prior period.
The Company anticipates that cash flows, together with cash and
marketable securities on hand, will be sufficient to fund the Company's
operations.
The Year 2000
The Company continues to evaluate the impact of the Year 2000 issue on its
business and currently does not expect to incur significant costs associated
with Year 2000 compliance or that Year 2000 issues will have a material impact
on the Company's business, results of operations or financial condition. The
Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Company's financial
reporting system is currently Year 2000 compliant. The relational database
system used to manage the operations of the Company is already capable of
recognizing four digits to designate the year. The Company intends to convert
its usage of the date fields from two digits to four digits during fiscal year
1999. The Company has also contacted most of its major vendors to ensure that
they have appropriate plans to address Year 2000 issues.
12
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable.
Item 2. Changes in Securities and Use of Proceeds.
In November 1996, the Company raised additional
capital through an initial public offering of its securities.
Net proceeds after offering expenses approximated $4,700,000
of which $1,305,000 had been utilized through June 30, 1998 as
disclosed in the Company's Form 10-KSB. During the three
months ended September 30, 1998, the Company additionally
expended approximately $736,000 for working capital and
general corporate purposes, including its advertising
campaign.
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.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------ -----------------------
<S> <C> <C>
3.1 Certificate of Incorporation, as amended (1)
3.2 By-Laws of the Company, as amended (4)
10.1 1996 Stock Option Plan, amended and restated (4)
10.2 Employment Agreement between Company and Roy Israel(3)
10.2.1 Amendment to Employment Agreement between Company and Roy Israel (4)
10.3 Employment Agreement between Company and Cynthia
Sanders (4)
10.4 Employment Agreement between Company and Daniel
Jansen (1)
10.5 Employment Agreement between Company and Patricia Giuliani-Rheaume (2)
10.7 Lease Agreement for Great Neck, New York facility (1)
27 Financial Data Schedule **
</TABLE>
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(1) Incorporated herein in its entirety by reference to the
Company's Registration Statement on Form SB-2,
Registration No. 333-9493, as filed with the Securities
and Exchange Commission on August 2, 1996.
(2) Incorporated herein in its entirety by reference to the
Company's 1997 Annual Report on Form 10-KSB.
13
<PAGE>
(3) Incorporated herein in its entirety by reference to the
Company's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1997.
(4) Incorporated herein in its entirety by reference to the
Company's 1998 Annual Report on Form 10-KSB.
** Filed herewith.
(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: November 13, 1998 By: /s/ Roy Israel
-----------------------------------
Roy Israel, President and CEO
Date: November 13, 1998 By: /s/ Patricia A. Giuliani-Rheaume
-----------------------------------
Patricia A. Giuliani-Rheaume,
Vice President, Treasurer and CFO
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,248
<SECURITIES> 1,488
<RECEIVABLES> 457
<ALLOWANCES> 90
<INVENTORY> 0
<CURRENT-ASSETS> 3,165
<PP&E> 504
<DEPRECIATION> 250
<TOTAL-ASSETS> 3,459
<CURRENT-LIABILITIES> 854
<BONDS> 0
0
0
<COMMON> 3
<OTHER-SE> 4,780
<TOTAL-LIABILITY-AND-EQUITY> 3,459
<SALES> 998
<TOTAL-REVENUES> 998
<CGS> 270
<TOTAL-COSTS> 1,503
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (793)
<INCOME-TAX> 0
<INCOME-CONTINUING> (793)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (793)
<EPS-PRIMARY> 0.24
<EPS-DILUTED> 0.24
</TABLE>
