<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 six month period ended December 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 February 10, 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
December 31, 1997 and June 30, 1997 3
Consolidated Statements of Operations for
the three and six month periods ended
December 31, 1997 and 1996 4
Consolidated Statements of Changes in
Stockholders' Equity for the six month
periods ended December 31, 1997 and 1996 5
Consolidated Statements of Cash Flows
for the six month periods ended
December 31, 1997 and 1996 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
<PAGE>
NAM Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
----------- -----------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 402,351 $ 175,486
Marketable securities 3,266,249 3,792,381
Accounts receivable (net of allowance for doubtful
accounts of $80,000) 471,759 408,260
Other receivables 14,002 34,490
Prepaid expenses 73,172 54,682
----------- -----------
Total current assets 4,227,533 4,465,299
FURNITURE AND EQUIPMENT - AT COST,
less accumulated depreciation 257,655 201,113
ORGANIZATION COSTS (net of accumulated amortization of
$26,182 and $21,885, respectively) 16,780 21,077
OTHER ASSETS 34,758 39,756
----------- -----------
$ 4,536,726 $ 4,727,245
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 125,635 $ 158,846
Accrued liabilities 182,586 140,192
Accrued payroll and employee benefits 103,900 174,115
Deferred revenues 137,753 138,716
----------- -----------
Total current liabilities 549,874 611,869
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 4,775,374 4,772,569
Accumulated deficit (969,670) (739,547)
Unrealized gain on marketable securities 177,967 79,224
Unearned compensation (154) (205)
----------- -----------
Total stockholders' equity 3,986,852 4,115,376
----------- -----------
$ 4,536,726 $ 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 December 31, Six months ended December 31,
1997 1996 1997 1996
------------ ----------- ----------- -------------
<S> <C> <C> <C> <C>
Net revenues $ 1,111,230 $ 912,698 $ 1,974,955 $ 1,718,189
Operating costs and expenses
Cost of services 280,639 235,441 505,108 432,523
Sales and marketing expenses 427,420 313,587 816,971 598,532
General and administrative expenses 488,359 446,455 969,757 753,754
----------- ----------- ----------- -----------
1,196,418 995,483 2,291,836 1,784,809
----------- ----------- ----------- -----------
Loss from operations (85,188) (82,785) (316,881) (66,620)
Other income (expenses)
Investment income 40,852 20,286 83,515 20,286
Other income 2,833 858 3,243 2,006
Costs incurred for the benefit of selling shareholders -- (115,500) -- (115,500)
Interest expense -- (3,893) -- (11,893)
----------- ----------- ----------- -----------
43,685 (98,249) 86,758 (105,101)
----------- ----------- ----------- -----------
Loss before provision for income taxes (41,503) (181,034) (230,123) (171,721)
Provision for income taxes -- -- -- --
----------- ----------- ----------- -----------
NET LOSS $ (41,503) $ (181,034) $ (230,123) $ (171,721)
=========== =========== =========== ===========
Net loss per common share - basic $ (0.01) $ (0.07) $ (0.07) $ (0.08)
=========== =========== =========== ===========
Weighted average shares outstanding - basic 3,334,978 2,523,130 3,334,978 2,199,055
----------- ----------- ----------- -----------
</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)
Six months ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
Change in
unrealized Unearned
Additional gain 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 (171,721) (171,721)
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 on marketable
securities 9,293 9,293
Compensation related to
stock option plan and
contributed warrants 44,138 44,138
Earned portion of stock bonus
plan 26 26
========= ======== =========== ========== ======== ========= ===========
Balance at December 31, 1996 3,334,978 3,335 4,772,899 (273,711) 9,293 (282) 4,511,534
========= ======== =========== ========== ======== ========= ===========
Balance at June 30, 1997 3,334,978 $ 3,335 $ 4,772,569 $ (739,547) $ 79,224 $ (205) $4,115,376
Net loss (230,123) (230,123)
Change in unrealized gain on
marketable securities 98,743 98,743
Compensation related to stock
option plan 2,805 2,805
Earned portion of stock bonus
plan 51 51
========= ======== =========== ========== ======== ========= ===========
Balance at December 31, 1997 3,334,978 $ 3,335 $ 4,775,374 $ (969,670) $177,967 $ (154) $3,986,852
========= ======== =========== ========== ======== ========= ===========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
NAM Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six months ended December 31,
<TABLE>
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
Cash flows from operating activities
Net loss $ (230,123) $ (171,721)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities
Depreciation and amortization 33,134 38,277
Losses on sales of marketable securities 1,039 --
Earned portion of stock bonus plan 51 26
Compensation related to stock option plan 2,805 --
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable (63,499) 12,640
Decrease (increase) in other receivables 20,488 (7,022)
(Increase) in prepaid expenses (18,490) (43,611)
Decrease (increase) in other assets 4,998 (1,332)
(Decrease) in accounts payable and accrued liabilities (29,479) (66,469)
(Decrease) increase in accrued payroll and employee benefits (70,215) 10,519
(Decrease) in deferred revenues (963) (17,465)
----------- -----------
Net cash used in operating activities (350,254) (246,158)
----------- -----------
Cash flows from investing activities
Purchases of marketable securities (1,393,118) (1,229,031)
Proceeds from sales of marketable securities 479,724 --
Proceeds from maturities of marketable securities 1,545,000 --
Increase in payable for securities purchased 38,662 116,718
Purchases of furniture and equipment (93,149) (11,970)
----------- -----------
Net cash provided by (used in) investment activities 577,119 (1,124,283)
----------- -----------
Cash flows from financing activities
Issuance of common stock, net of issuance costs -- 4,745,654
Repayment of notes payable -- (400,000)
Decrease in deferred offering costs -- 112,001
----------- -----------
Net cash provided by financing activities -- 4,457,655
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 226,865 3,087,214
Cash and cash equivalents at beginning of period 175,486 31,474
=========== ===========
Cash and cash equivalents at end of period $ 402,351 $ 3,118,688
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
NAM CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
Six months ended December 31, 1997
(Unaudited)
1. The consolidated balance sheet as of December 31, 1997 and the related
consolidated statements of operations for the six month periods ended December
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 December 31, 1997 and
for all periods presented, consisting of normal recurring adjustments, have been
made. Results of operations for the six month period ended December 31, 1997 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 December 31,
1997 1996
---- ----
Basic EPS
Net Loss(Numerator) ($41,503) ($181,034)
Shares (Denominator) 3,334,978 2,523,130
Net Loss Per-Share Amount ($0.01) ($0.07)
Six months ended December 31,
1997 1996
---- ----
Basic EPS
Net Loss (Numerator) ($230,123) ($171,721)
Shares (Denominator) 3,334,978 2,199,055
Net Loss Per-Share Amount ($0.07) ($0.08)
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 providing 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 will initiate an advertising campaign over the next twelve months
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 will
commence during the third quarter of the current fiscal year and is estimated to
cost in excess of $550,000. In addition, in order to increase business, the
Company is pursuing exclusive agreements with the home offices of large
corporations/insurance companies in order to obtain contracts on a national
basis.
9
<PAGE>
Second Quarter Ended December 31, 1997 Compared to Second Quarter Ended December
31, 1996
Revenues. Revenues increased 22% to $1,111,230 for the second quarter ended
December 31, 1997 from $912,698 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 South Carolina. Additionally, the opening of the
Midwest region in the third quarter of the 1997 fiscal year contributed to the
revenue growth. Second quarter revenues in fiscal years 1998 and 1997 benefited
from a strong desire by insurance and other customers to resolve outstanding
disputes before the end of the calendar year. Conversely, it is expected that
third quarter revenues of the 1998 fiscal year will decline from that of the
second quarter of the same fiscal year as such customer demand typically abates
at the beginning of the calendar year.
Cost of Services. Cost of services increased 19% to $280,639 for the second
quarter ended December 31, 1997 from $235,441 for the second quarter ended
December 31, 1996. The higher volume of business serviced resulted in greater
hearing officer fees. In addition, cost of services as a percentage of revenues
decreased slightly to 25% in the second quarter of fiscal year 1998 from 26% in
the second 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 36% to $427,420
for the second quarter ended December 31, 1997 from $313,587 for the second
quarter ended December 31, 1996. 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 38% in the
second quarter of fiscal year 1998 from 34% in the second quarter of fiscal year
1997. This increase largely 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. Although advertising costs remained consistent between
the two periods, the Company will increase its spending level in this area in
the second half of fiscal year 1998. The Company intends to create an increased
awareness of its services through a variety of media. There can be no assurance
that such expenditures will produce higher revenues.
10
<PAGE>
General and Administrative. General and administrative costs increased
9% to $488,359 for the second quarter ended December 31, 1997 from $446,455 for
the second quarter ended December 31, 1996. Furthermore, general and
administrative costs as a percentage of revenues decreased to 44% in the second
quarter of fiscal year 1998 from 49% 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. Of the total increase, salary-related costs
increased by approximately $68,000 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. Offsetting this increase was a decrease in non-recurring
professional fees.
Other Income (Expenses). Other income (expenses) changed from a net expense
of ($98,249) for the second quarter ended December 31, 1996 to income of $43,685
for the second quarter ended December 31, 1997. In the current fiscal period,
other income was composed primarily of investment income generated from
available proceeds received from the Company's initial public offering in
November 1996. 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
three month periods ended December 31, 1997 and 1996 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 December 31, 1997, the Company had a
net loss of ($41,503) as compared to a net loss of ($181,034) for the three
months ended December 31, 1996. The loss declined as a result of higher revenues
and as the prior fiscal period was adversely affected by non-recurring charges
incurred in connection with the initial public offering in November 1996.
Six months Ended December 31, 1997 Compared to Six months Ended December 31,
1996
Revenues. Revenues increased 15% to $1,974,955 for the six months ended
December 31, 1997 from $1,718,189 for the comparable prior period. Management
attributes this increase in sales to a growing acceptance of the Company's
services as shown by the
11
<PAGE>
overall increase in the number of cases heard in all regions with the exception
of Pennsylvania and South Carolina. 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 $505,108 for the six
months ended December 31, 1997 from $432,523 for the six months ended December
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 26% in the six months of fiscal year 1998 from 25% in the
six months 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 36% to $816,971
for the six months ended December 31, 1997 from $598,532 for the six months
ended December 31, 1996. 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 41% in the
six months of fiscal year 1998 from 35% in the six months of fiscal year 1997.
Most of this increase (approximately $192,000) 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 $12,000 to $32,500 for the six months ended December 31, 1997. The
Company will increase its spending level in this area during the second half of
fiscal year 1998. The Company intends to create an increased awareness of its
services through a variety of media. There can be no assurance that such
expenditures will produce higher revenues.
General and Administrative. General and administrative costs increased
29% to $969,757 for the six months ended December 31, 1997 from $753,754 for the
six months ended December 31, 1996. Furthermore, general and administrative
costs as a percentage of revenues increased to 49% in the six months of fiscal
year 1998 from 44% 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. Of the total increase, salary-related costs increased by approximately
$110,000 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
12
<PAGE>
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 insurance, stock
market fees and the printing of new brochures were incurred due to the expansion
of the Company and its status as a publicly traded entity. Such costs increased
by approximately $60,000 in total.
Other Income (Expenses). Other income (expenses) changed from a net expense
of ($105,101) for the six months ended December 31, 1996 to income of $86,758
for the six months ended December 31, 1997. In the current fiscal period, other
income was composed primarily of investment income generated from available
proceeds received from the Company's initial public offering in November 1996.
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
six month periods ended December 31, 1997 and 1996 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 six months ended December 31, 1997, the Company had a net
loss of ($230,123) as compared to a net loss of ($171,721) for the six months
ended December 31, 1996. The loss increased due to higher expenditures incurred
as an investment in the Company's infrastructure in anticipation of future
growth.
13
<PAGE>
Liquidity and Capital Resources
At December 31, 1997, the Company had working capital surplus of
$3,677,659 compared to $3,853,430 at June 30, 1997.
Net cash used in operating activities was $350,254 for the six
months ended December 31, 1997 versus $246,158 in the prior comparable period.
The change is primarily attributable to the increase in the net loss from
($171,721) for the six months ended December 31, 1996 to ($230,123) for the six
months ended December 31, 1997.
Net cash provided by investing activities was $577,119 for the six months
ended December 31, 1997 versus cash used in investing activities of $1,124,283
in the comparable prior period. Investing activity began in the second quarter
of the 1997 fiscal year when the net proceeds from the Company's initial public
offering were received. During the first half of the 1998 fiscal year, several
investments in government securities matured or were sold with a portion of the
proceeds reinvested in equity and other government securities.
Net cash provided by financing activities was $4,457,655 for the six months
ended December 31, 1996 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
December 31, 1996. 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 commencing in the third quarter
of fiscal year 1998.
The "year 2000" data management issue is not expected to have a
material impact on the Company.
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 six
months ended December 31, 1997, the Company additionally expended approximately
$265,000 for working capital and general corporate purposes.
Item 3. Defaults upon Senior Securities.
Not applicable.
Item 4. Submission of matters to a Vote of Security Holders.
On December 17, 1997, the Company held its annual meeting of
shareholders. At the meeting, shareholders voted on two proposals: the election
of directors and the ratification of the appointment of Grant Thornton LLP as
the Company's independent accountants for fiscal year 1998. The following
represents the results of the voting, both in person and by proxy:
For Directors:
Roy Israel 2,920,540 votes for;
0 votes against;
5,900 votes withheld
Cynthia Sanders 2,920,540 votes for;
0 votes against;
5,900 votes withheld
Daniel Jansen 2,920,540 votes for:
0 votes against;
5,900 votes withheld
Stephen Acunto 2,916,964 votes for:
0 votes against;
9,476 votes withheld
Anthony Mercorella 2,920,540 votes for:
0 votes against;
5,900 votes withheld
Michael Thaler 2,920,540 votes for:
0 votes against;
5,900 votes withheld
15
<PAGE>
For ratification of appointment of Grant Thornton LLP as the
Company's independent accountants for fiscal year 1998:
2,915,540 votes for;
6,700 votes against;
4,200 abstenations.
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. 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 12, 1998 By: /s/ Roy Israel
-------------------------------
Roy Israel,
President and CEO
Date: February 12, 1998 By: /s/ Patricia A. Giuliani-Rheaume
-------------------------------
Patricia A. Giuliani-Rheaume,
Vice President, Treasurer and CFO
16
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-31-1997
<CASH> 402
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0
0
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</TABLE>
