<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 March 31, 1998
[ ] 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, 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
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
Consolidated Balance Sheets at March 31, 1998 and
June 30, 1997 3
Consolidated Statements of Operations for the three and
nine month periods ended March 31, 1998 and 1997 4
Consolidated Statements of Changes in Stockholders' Equity
for the nine month periods ended March 31, 1998 and 1997 5
Consolidated Statements of Cash Flows for the nine month
periods ended March 31, 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 15
Item 6. Exhibits and Reports on Form 8-K 15
2
<PAGE>
NAM Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
March 31, June 30,
1998 1997
------------ ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 153,036 $ 175,486
Marketable securities 2,072,824 3,792,381
Receivable for securities sold 1,306,304 -
Accounts receivable (net of allowance for doubtful
accounts of $90,000 and $80,000, respectively) 335,836 408,260
Other receivables 23,484 34,490
Prepaid expenses 38,091 54,682
------------ ----------
Total current assets 3,929,575 4,465,299
FURNITURE AND EQUIPMENT - AT COST,
less accumulated depreciation 261,696 201,113
ORGANIZATION COSTS (net of accumulated amortization of
$28,330 and $21,885, respectively) 14,632 21,077
OTHER ASSETS 32,281 39,756
------------ ----------
$ 4,238,184 $ 4,727,245
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 139,854 $ 158,846
Accrued liabilities 110,513 140,192
Accrued payroll and employee benefits 71,390 174,115
Deferred revenues 151,060 138,716
------------ ----------
Total current liabilities 472,817 611,869
COMMITMENTS AND CONTINGENCIES
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 shares issued and outstanding 3,335 3,335
Paid-in capital 4,776,776 4,772,569
Accumulated deficit (1,158,453) (739,547)
Unrealized gain on marketable securities 143,837 79,224
Unearned compensation (128) (205)
------------ ----------
Total stockholders' equity 3,765,367 4,115,376
------------ ----------
$ 4,238,184 $4,727,245
============ ==========
</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 March 31, Nine months ended March 31,
1998 1997 1998 1997
--------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Net revenues $ 847,722 $ 732,467 $ 2,822,677 $ 2,450,656
Operating costs and expenses
Cost of services 209,401 177,660 714,509 610,183
Sales and marketing expenses 568,641 360,932 1,385,612 959,464
General and administrative expenses 476,775 485,549 1,446,532 1,239,303
--------- --------- ----------- -----------
1,254,817 1,024,141 3,546,653 2,808,950
--------- --------- ----------- -----------
Loss from operations (407,095) (291,674) (723,976) (358,294)
Other income (expenses)
Investment income 217,309 61,668 300,824 81,954
Other income 1,003 1,395 4,246 3,401
Costs incurred for the benefit of selling shareholders - - - (115,500)
Interest expense - - - (11,893)
--------- --------- ----------- -----------
218,312 63,063 305,070 (42,038)
--------- --------- ----------- -----------
Loss before provision for income taxes (188,783) (228,611) (418,906) (400,332)
Provision for income taxes - - - -
--------- --------- ----------- -----------
NET LOSS $(188,783) $(228,611) $ (418,906) $ (400,332)
========= ========= =========== ===========
Net loss per common share - basic $ (0.06) $ (0.07) $ (0.13) $ (0.16)
========= ========= =========== ===========
Weighted average shares outstanding - basic 3,334,978 3,334,978 3,334,978 2,572,168
--------- --------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
NAM Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
Nine months ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
Change in
unrealized Unearned
Additional gain (loss)on compensation- Total
Common Stock paid-in Retained marketable stock bonus Stockholders'
Shares Amount capital deficit securities plan Equity
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at June 30, 1996 1,813,075 $ 1,813 $ 28,739 $ (101,990) $ (308) $ (71,746)
Net loss (400,332) (400,332)
Shares issued pursuant to initial
public offering 1,460,000 1,460 4,700,084 4,701,544
Shares issued pursuant to restricted
stock award 61,903 62 (62)
Unrealized gain (loss) on marketable
securities (34,608) (34,608)
Compensation related to stock option plan
and contributed warrants 37,500 37,500
Earned portion of stock bonus plan 77 77
----------------------------------------------------------------------------------------
Balance at March 31, 1997 3,334,978 3,335 4,766,261 (502,322) (34,608) (231) 4,232,435
========================================================================================
Balance at June 30, 1997 3,334,978 $ 3,335 $4,772,569 $ (739,547) $ 79,224 $ (205) $4,115,376
Net loss (418,906) (418,906)
Change in unrealized gain on marketable
securities 64,613 64,613
Compensation related to stock option plan 4,207 4,207
Earned portion of stock bonus plan 77 77
----------------------------------------------------------------------------------------
Balance at March 31, 1998 3,334,978 $ 3,335 $4,776,776 $(1,158,453) $143,837 $ (128) $3,765,367
========================================================================================
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
NAM Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine months ended March 31,
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Cash flows from operating activities
Net loss $ (418,906) $ (400,332)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities
Depreciation and amortization 52,437 45,357
Provision for bad debts 10,000 -
(Gains) on sales of marketable securities (177,847) (7,123)
(Gains) on sales of furniture and equipment (572) -
Earned portion of stock bonus plan 77 77
Compensation related to stock option plan 4,207 -
Changes in operating assets and liabilities
Decrease in accounts receivable 62,424 77,398
Decrease (increase) in other receivables 11,006 (36,017)
Decrease (increase) in prepaid expenses 16,591 (20,070)
Decrease (increase) in other assets 7,474 (9,752)
(Decrease) in accounts payable and accrued liabilities (33,408) (143,169)
(Decrease) in accrued payroll and employee benefits (102,725) (18,396)
Increase in deferred revenues 12,344 18,496
---------- ----------
Net cash used in operating activities (556,898) (493,531)
---------- ----------
Cash flows from investing activities
Purchases of marketable securities (1,675,732) (3,309,429)
Proceeds from sales of marketable securities 1,804,309 362,373
Proceeds from maturities of marketable securities 1,845,000 -
Increase in receivable for securities sold (1,306,304) -
(Decrease) in payable for securities purchased (15,263) -
Purchases of furniture and equipment (122,342) (32,263)
Sales of furniture and equipment 4,780 -
---------- ----------
Net cash provided by (used in) investment activities 534,448 (2,979,319)
---------- ----------
Cash flows from financing activities
Issuance of common stock, net of issuance costs - 4,739,037
Repayment of notes payable - (400,000)
Decrease in deferred offering costs - 112,001
---------- ----------
Net cash provided by financing activities - 4,451,038
---------- ----------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (22,450) 978,188
Cash and cash equivalents at beginning of period 175,486 31,474
---------- ----------
Cash and cash equivalents at end of period $ 153,036 $1,009,662
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
NAM CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
Nine months ended March 31, 1998
(Unaudited)
1. The consolidated balance sheet as of March 31, 1998 and the related
consolidated statements of operations for the nine month periods ended March
31, 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 March 31,
1998 and for all periods presented, consisting of normal recurring
adjustments, have been made. Results of operations for the nine month period
ended March 31, 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, 1997 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, 1997 consolidated financial
statements.
2. During the second quarter of the 1998 fiscal year, the Company adopted
Statement of Financial Accounting Standards 128, "Earnings per Share," which
is effective for financial statements for both interim and annual periods
ending after December 15, 1997. On adoption, restatement of all prior period
earnings per share data presented is required. A reconciliation of the
numerators and denominators of the basic earnings(loss)per share computations
follows:
Three months ended March 31,
1998 1997
---- ----
Basic EPS
Net Loss(Numerator) ($188,783) ($228,611)
Shares (Denominator) 3,334,978 3,334,978
Net Loss Per-Share Amount ($0.06) ($0.07)
Nine months ended March 31,
1998 1997
---- ----
Basic EPS
Net Loss (Numerator) ($418,906) ($400,332)
Shares (Denominator) 3,334,978 2,572,168
Net Loss Per-Share Amount ($0.13) ($0.16)
7
<PAGE>
Diluted earnings per share is the same as basic earnings per share as
potential common shares would be anti-dilutive as the Company incurred a net
loss for all periods presented.
In September 1997, the Company issued options to key officers which enable
them to purchase 115,000 shares of common stock based on the market value on
the grant date. Such options vest over a two-year period.
3. Certain prior period amounts were reclassified to conform with the
presentation shown in the Company's Form 10-KSB for the fiscal year ended June
30, 1997.
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, 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 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.
According to Citizens Against Lawsuit Abuse (CALA), Americans file
millions of lawsuits annually at a cost of over $150 billion per year, or
nearly 2.5% of the United States Gross National Product. Based on the
inability of the public court system to manage effectively its docket of civil
cases, more entities are looking for solutions that provide prompt resolution
of their grievances. 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. To accomplish this goal, 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. The campaign, which is expected
to extend at least into the first quarter of the 1999 fiscal year, is
estimated to cost in excess of $600,000, with a majority of the cost to be
incurred during the fourth quarter of this fiscal year. In addition, in order
to increase business, the Company is pursuing exclusive relationships with the
home offices of large corporations in order to obtain contracts on a national
basis.
9
<PAGE>
Third quarter Ended March 31, 1998 Compared to Third quarter Ended March 31,
1997
Revenues. Revenues increased 16% to $847,722 for the third quarter ended
March 31, 1998 from $732,467 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. Excluding the Midwest region, which opened during the third quarter
of the 1997 fiscal year, revenues for existing regions increased approximately
12%. Additionally, the Midwest region further contributed to the revenue
growth.
Cost of Services. Cost of services increased 18% to $209,401 for the
third quarter ended March 31, 1998 from $177,660 for the third quarter ended
March 31, 1997. 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 third quarter of fiscal year 1998
from 24% in the third quarter of fiscal year 1997. 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 58% to $568,641
for the third quarter ended March 31, 1998 from $360,932 for the third quarter
ended March 31, 1997. This expense category includes amounts directly related
to the production of sales; that is, salaries and commissions for sales
executives, sales managers and account executives and applicable payroll taxes
and employee benefits; advertising; promotions and travel and entertainment.
Sales and marketing costs as a percentage of revenues increased to 67% in the
third quarter of fiscal year 1998 from 49% in the third quarter of fiscal year
1997. This increase largely relates to advertising and public relations
expenditures. Such costs increased by approximately $160,000 during the third
quarter of fiscal year 1998 from the comparable prior year period. The
increase was largely due to the commencement of an advertising campaign
whereby the Company placed advertisements in a variety of print media
(newspapers, law journals, insurance and business publications). The objective
of the campaign is to increase awareness of the Company and its services.
There can be no assurance that these expenditures will produce higher
revenues. The remainder of the increase in sales and marketing pertains to
salary and related items. Higher sales commissions were incurred based on the
higher volume of business. Secondly, primarily during the second half of
fiscal year 1997, personnel were hired to staff and support the Company's
expansion plans.
General and Administrative. General and administrative costs decreased 2%
to $476,775 for the third quarter ended March 31, 1998 from $485,549 for the
third quarter ended March 31, 1997. Furthermore, general and administrative
costs as a percentage of revenues decreased to 56% in the third quarter of
fiscal year 1998
10
<PAGE>
from 66% for the comparable prior period. This category includes salaries of
executives, accounting, data processing and administration/clerical and
related payroll taxes and employee benefits, as well as all other overhead
costs. Increases in salary-related costs for expansion primarily during the
second half of fiscal year 1997 was more than offset by declines in employee
recruitment costs, insurance and professional fees in the third quarter. All
corporate activities, including marketing, finance, data processing, billing
and collections, purchasing and scheduling of hearings, are centralized in New
York. Management believes that this structure provides a uniform and
high-quality level of service for clients, in addition to enhancing the
control environment and producing a more streamlined and efficient approach as
the Company grows.
Other Income (Expenses). Other income increased from $63,063 for the
third quarter ended March 31, 1997 to $218,312 for the third quarter ended
March 31, 1998. Other income is composed primarily of investment income and
realized gains (losses) generated from investments. During the third quarter
of the 1998 fiscal year, the Company sold a portion of its marketable
securities in order to adjust the mix of the portfolio. As a result, net
realized gains increased to approximately $179,000 in the third quarter of
fiscal year 1998 from $7,000 in the prior comparable period.
Provision for Income Taxes. There was no provision for taxes during the
three month periods ended March 31, 1998 and 1997 due to losses incurred
during the periods and the existence of net operating loss carryforwards for
Federal and state tax purposes.
Net Loss. For the three months ended March 31, 1998, the Company had a
net loss of ($188,783) as compared to a net loss of ($228,611) for the three
months ended March 31, 1997. The loss declined despite increased advertising
expenditures primarily due to higher revenues and realized gains on marketable
securities.
Nine months Ended March 31, 1998 Compared to Nine months Ended March 31, 1997
Revenues. Revenues increased 15% to $2,822,677 for the nine months ended
March 31, 1998 from $2,450,656 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.
Additionally, the opening of the Midwest region in the third quarter of the
1997 fiscal year contributed to the revenue growth.
Cost of Services. Cost of services increased 17% to $714,509 for the nine
months ended March 31, 1998 from $610,183 for the nine months ended March 31,
1997. 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 25% for the first nine months of fiscal year 1998 and for
the comparable period in the prior year. 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
11
<PAGE>
advantage of volume arrangements with hearing officers which usually lower the
cost per case.
Sales and Marketing. Sales and marketing costs increased 44% to
$1,385,612 for the nine months ended March 31, 1998 from $959,464 for the nine
months ended March 31, 1997. This expense category includes amounts directly
related to the production of sales; that is, salaries and commissions for
sales executives, sales managers and account executives and applicable payroll
taxes and employee benefits; advertising; promotions and travel and
entertainment. Sales and marketing costs as a percentage of revenues increased
to 49% for the first nine months of fiscal year 1998 from 39% for the first
nine months of fiscal year 1997. Most of this increase (approximately
$260,000) relates to salary and related items. Firstly, higher sales
commissions were incurred based on the higher volume of business. Secondly,
primarily during the second half of fiscal year 1997, personnel were hired to
staff and support the Company's expansion plans. In particular, sales
management was strengthened at the Company's headquarters in New York to
better prepare the Company for a higher volume of cases. Finally, the Midwest
region, with personnel in Wisconsin and Illinois, opened during the third
quarter of fiscal 1997. Additionally, advertising costs rose by approximately
$172,000 to $221,000 for the nine months ended March 31, 1998. 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 print media (newspapers, law journals,
insurance and business publications). 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.
General and Administrative. General and administrative costs increased
17% to $1,446,532 for the nine months ended March 31, 1998 from $1,239,303 for
the nine months ended March 31, 1997. Furthermore, general and administrative
costs as a percentage of revenues remained stable at 51% for the first nine
months of fiscal year 1998 and for the comparable prior period. This category
includes salaries of executives, accounting, data processing and
administration/clerical and related payroll taxes and employee benefits, as
well as all other overhead costs. Salary-related costs increased by
approximately $229,000 as the Company expanded personnel, particularly at its
headquarters in New York, primarily during the second half of fiscal year
1997. All corporate activities, including marketing, finance, data processing,
billing and collections, purchasing and scheduling of hearings, are
centralized in New York. Management believes that this structure provides a
uniform and high-quality level of service for clients, in addition to
enhancing the control environment and producing a more streamlined and
efficient approach as the Company grows. Higher costs with respect to fees
relating to being a public company(approximately $21,000) were more than
offset by a decline in non-recurring professional fees ($48,000).
Other Income (Expenses). Other income (expenses) changed from a net
expense of ($42,038) for the nine months ended March 31, 1997 to income of
$305,070 for the nine months ended March 31, 1998. In
12
<PAGE>
the current fiscal period, other income was composed primarily of investment
income and realized gains (losses) generated from investments. During the
third quarter of the 1998 fiscal year, the Company sold a portion of its
marketable securities in order to adjust the mix of the portfolio. As a
result, net realized gains increased to approximately $178,000 for the nine
months ended March 31, 1998 from approximately $7,000 in the comparable period
of the prior year. Also, in the prior fiscal period, in connection with the
initial public offering, the Company contributed warrants underlying units
sold by two executive officers and also agreed to pay the underwriting costs
associated with shares sold by them. With respect thereto, the Company
expensed $115,500 upon the consummation of the initial public offering in the
second quarter of fiscal year 1997. In addition, other expenses in that period
also included interest expense from a past private placement financing. This
debt was satisfied in full as of November 20, 1996 with proceeds from the
Company's initial public offering.
Provision for Income Taxes. There was no provision for taxes during the
nine month periods ended March 31, 1998 and 1997 due to losses incurred during
the periods and the existence of net operating loss carryforwards for Federal
and state tax purposes.
Net Loss. For the nine months ended March 31, 1998, the Company had a net
loss of ($418,906) as compared to a net loss of ($400,332) for the nine months
ended March 31, 1997. The loss increased due to higher expenditures incurred
as an investment in the Company's infrastructure in anticipation of future
growth as well as the commencement of a comprehensive advertising campaign.
Such expenditures were partially offset by higher revenues and realized gains
on marketable securities.
13
<PAGE>
Liquidity and Capital Resources
At March 31, 1998, the Company had working capital surplus of $3,456,758
compared to $3,853,430 at June 30, 1997.
Net cash used in operating activities was $556,898 for the nine months
ended March 31, 1998 versus $493,531 in the prior comparable period. The
change is partially attributable to the increase in the net loss from
($400,332) for the nine months ended March 31, 1997 to ($418,906) for the nine
months ended March 31, 1998.
Net cash provided by investing activities was $534,448 for the nine
months ended March 31, 1998 versus cash used in investing activities of
$2,979,319 in the comparable prior period. Investing activity began in the
third quarter of the 1997 fiscal year when the net proceeds from the Company's
initial public offering were received. During the first nine months of the
1998 fiscal year, various investments in government securities matured. At the
end of the third quarter of the 1998 fiscal year, the Company also sold
corporate bonds and equity securities with the intention that a portion of
such proceeds be invested in government securities during the fourth quarter.
Net cash provided by financing activities was $4,451,038 for the nine
months ended March 31, 1997 versus no activity in the current year fiscal
period. The prior period reflects the receipt of the proceeds from the
Company's initial public offering which was consummated in November 1996. 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 March 31, 1997. On November 20, 1996, the notes
were repaid in full.
The Company anticipates that cash flows, together with cash and
marketable securities on hand, will be sufficient to fund the Company's
operations, including the advertising campaign which commenced in the third
quarter of fiscal year 1998 and will continue into the 1999 fiscal year.
The Year 2000
The Company is taking actions to make its systems, products and
infrastructure year 2000 compliant and has also begun inquiries as to the
status of its vendors with respect to this issue. Management believes that,
based on available information, the Company will be able to manage the year
2000 transition without any material adverse effects on its business
operations, products or financial prospects.
14
<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 $970,000
had been utilized through June 30, 1997 as disclosed in the
Company's Form 10-KSB. During the nine months ended March 31, 1998,
the Company additionally expended approximately $392,000 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.
Exhibit
Number Description of Document
------- -----------------------
27 Financial Data Schedule
(b) Reports on Form 8-K. Form 8-K, dated March 27, 1998, was
filed on March 30, 1998 to announce the Company's
intention to acquire up to 300,000 shares of its common
stock during a one year period.
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 14, 1998 By: /s/ Roy Israel
---------------------------------------
Roy Israel, President and CEO
Date: May 14, 1998 By: /s/ Patricia A. Giuliani-Rheaume
---------------------------------------
Patricia A. Giuliani-Rheaume,
Vice President, Treasurer and CFO
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> MAR-31-1998
<CASH> 153
<SECURITIES> 2,073
<RECEIVABLES> 1,755
<ALLOWANCES> 90
<INVENTORY> 0
<CURRENT-ASSETS> 3,930
<PP&E> 468
<DEPRECIATION> 206
<TOTAL-ASSETS> 4,238
<CURRENT-LIABILITIES> 473
<BONDS> 0
0
0
<COMMON> 3
<OTHER-SE> 3,762
<TOTAL-LIABILITY-AND-EQUITY> 4,238
<SALES> 2,823
<TOTAL-REVENUES> 2,823
<CGS> 715
<TOTAL-COSTS> 3,547
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (419)
<INCOME-TAX> 0
<INCOME-CONTINUING> (419)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (419)
<EPS-PRIMARY> (0.13)
<EPS-DILUTED> (0.13)
</TABLE>
