NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. National American University Holdings, Inc.
A Delaware Corporation
5301 Mt. Rushmore Road
Rapid City, SD 57701
(6 0 5 )7 21 - 52 00
www.national.edu
SIC Code:
822101
Quarterly Report
For Quarter Ended November 30, 2021
The number of shares outstanding of our Common Stock is 24,681,157 as of November 30, 2021.
OTCQB: NAUH
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: | No: √ | ||
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: | No: √ | ||
Indicate by check mark whether a change in control of the company has occurred over this reporting period:
Yes: | No: √ | ||
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National American University Holdings, Inc.
Annual Information and Disclosure Statement
For the Quarter Ended November 30, 2021
All information contained in this Annual Information and Disclosure Statement has been compiled to fulfill the disclosure requirements of OTC Markets Group, Inc. and Rule 15c2-11 under the Securities Exchange Act of 1934. The captions contained herein correspond to the sequential format as set forth in the applicable disclosure guidelines of OTC Markets Group, Inc. All dollar amounts are presented in thousands, except dividend and other per share data. Quantitative share data, among other non-dollar figures, are not presented in thousands.
Forward-Looking Statements
This Annual Information and Disclosure Statement contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. All statements except historical statements contained herein constitute "forward-looking statements." Forward-looking statements are inherently uncertain and are based only on current expectations and assumptions that are subject to future developments that may cause results to differ materially. Readers should carefully consider: (i) economic, competitive, technological and governmental factors affecting operations, customers, markets, services, products and prices of National American University Holdings, Inc. ("NAUH"); (ii) risk factors affecting the private for-profit higher education industry; and (iii) other factors discussed in NAUH's annual reports, quarterly reports, Information and Disclosure Statements and other documents posted from time to time on the OTC Markets at https://www.otcmarkets.com/stock/NAUH/overview, including without limitation, the description of the nature of NAUH's business and its management discussion and analysis of financial condition and results of operations for reported periods. Except as required by law or the OTC Markets Group, Inc., NAUH undertakes no obligation to update, and is not responsible for updating, the information contained or incorporated by reference in this document beyond the publication date, whether as a result of new information or future events, or to conform this document to actual results or changes in NAUH's expectations, or otherwise or for changes made to this document by wire services or Internet services.
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Part A | General Company Information | |
Item 1 | Exact name of the issuer and the address of its principal executive offices | |
Principal Executive Offices: | National American University Holdings, Inc. | |
5301 Mt Rushmore Road | ||
Rapid City, SD 57701 | ||
(605) 721-5200 | ||
www.national.edu | ||
Mailing Address: | National American University Holdings, Inc. | |
PO Box 677 | ||
Rapid City, SD 57709 | ||
Investor Relations: | The Equity Group, Inc. | |
800 Third Avenue, Between 49th & 50th Streets, 36th Floor | ||
New York, NY 10022 | ||
Telephone: (415) 568-2255 | ||
Contact: Carolyne Y Sohn | ||
Email: csohn@equityny.com |
Item 2 | Shares outstanding | |
Common Stock | ||
November 30, 2021 | ||
Number of Shares Authorized | 50,000,000 | |
Number of Shares Outstanding | 24,681,157 | |
Total Number of Shareholders of Record | 42 |
The Company has 484 beneficial shareholders of record owning at least 100 shares.
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The following table presents the changes in Common Stock shares outstanding over the last two years.
Share | Shares | |||
Changes | Outstanding | |||
May 31, 2019 Balance | 24,650,083 | |||
FY2020 | Shape, Ronald | President & CEO | 55,514 | |
FY2020 | Woolsey, John | Manager | 3,125 | |
FY2020 | Bickart, Thomas | CFO | 1,250 | |
FY2020 | Priddy, Lynn | Provost | 3,125 | |
FY2020 | Sedlacek, Paul | General Counsel | 2,198 | |
FY2020 | Saban, Thomas | Director | (22,727) | |
FY2020 | Halbert, Richard | Director | (22,727) | |
FY2020 | Rowan, Jim | Director | (22,727) | |
FY2020 | Shape, Ronald | President & CEO | (55,514) | |
FY2020 | Shape, Ronald | President & CEO | 1,875 | |
May 31, 2020 Balance | 24,593,475 | |||
FY2021 | Shape, Ronald | President & CEO | 2,500 | |
FY2021 | Bickart, Thomas | CFO | 2,500 | |
FY2021 | Sedlacek, Paul | General Counsel | 1,759 | |
FY2021 | Priddy, Lynn | Provost | 1,875 | |
FY2021 | Mendoza, Mark | Manager | 1,435 | |
FY2021 | Parlette, Jared | Manager | 957 | |
FY2021 | Bickart, Thomas | CFO | 15,000 | |
May 31, 2021 Balance | 24,619,501 | |||
FY2022 | Shape, Ronald | President & CEO | 15,000 | |
FY2022 | Bickart, Thomas | CFO | 10,552 | |
FY2022 | Sedlacek, Paul | General Counsel | 10,552 | |
FY2022 | Mathena, Cynthia | Provost | 10,552 | |
FY2022 | Mendoza, Mark | Manager | 15,000 | |
November 30, 2021 Balance | 24,681,157 |
Preferred Stock | |
November 30, 2021 | |
Number of Shares Authorized | 1,000,000 |
Number of Shares Outstanding | 0 |
Total Number of Shareholders of Record | 0 |
Class A Common Stock | |
November 30, 2021 | |
Number of Shares Authorized | 100,000 |
Number of Shares Outstanding | 0 |
Total Number of Shareholders of Record | 0 |
Please refer to Financial Statements Footnote #6 for Stockholders' Equity notes.
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Item 3 Interim Financial Statements
The following pages contain National American University Holdings, Inc.'s quarterly consolidated balance sheet, consolidated statement of operations, and consolidated statements of cash flow.
National American University Holdings, Inc. and Subsidiaries
Unaudited Consolidated Balance Sheet as of November 30, 2021
(In thousands) | ||
Assets | ||
Current Assets: | ||
Cash and Cash Equivalents | $ | 393 |
Student Receivables -- net of allowance of $89 | 700 | |
Other Receivables | 157 | |
Prepaid and Other Current Assets | 575 | |
Total Current Assets | 1,825 | |
Total Property and Equipment -- Net | 60 | |
Other Assets: | ||
Restricted Certificates of Deposit | 5,118 | |
Course Development -- net of accumulated amortization of $2,770 | 315 | |
Goodwill | 363 | |
Other Intangibles -- net of accumulated amortization of $194 | 40 | |
Other | 564 | |
Total Other Assets | 6,400 | |
Total Assets | $ | 8,285 |
Liabilities and Stockholders' Equity | ||
Current Liabilities: | ||
Current portion of Long-Term Debt | $ | 1,647 |
Current portion of Lease Acceleration Payable | 641 | |
Accounts Payable | 10,796 | |
Deferred Revenue | 763 | |
Accrued and Other Liabilities | 1,699 | |
Total Current Liabilities | 15,546 | |
Capital Lease Payable, Net of Current Portion | - | |
Long-Term Debt, Net of Current Portion | - | |
Lease Acceleration Payable, Net of Current Portion | 441 | |
Total Liabilities | 15,987 | |
Stockholders' Equity: | ||
Common Stock, $0.0001 par value (50,000,000 authorized; 29,221,606 | ||
issued and 24,681,157 outstanding) | 3 | |
Additional Paid-in Capital | 59,525 | |
Accumulated Deficit | (44,712) | |
Treasury Stock, at cost (4,540,449 shares) | (22,518) | |
Total Stockholders' Deficit | (7,702) | |
Total Liabilities and Stockholders' Deficit | $ | 8,285 |
The accompanying notes are an integral part of these consolidated financial statements.
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