NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. National American University Holdings, Inc.
A Delaware Corporation
5301 Mt. Rushmore Road
Rapid City, SD 57701
(605)721-5200
www.national.edu
SIC Code:
822101
Quarterly Report
For Quarter Ended February 28, 2022
The number of shares outstanding of our Common Stock is 24,681,157 as of February 28, 2022.
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:
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Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes:No:
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Indicate by check mark whether a change in control of the company has occurred over this reporting period:
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National American University Holdings, Inc.
Annual Information and Disclosure Statement
For the Quarter Ended February 28, 2022
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 athttps://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.
Part AGeneral Company Information
Item 1
Exact name of the issuer and the address of its principal executive offices
Principal Corporate Office:Mailing Address:Investor Relations:National American University Holdings, Inc. 5301 Mt Rushmore Road
Rapid City, SD 57701 (605) 721-5200www.national.eduNational American University Holdings, Inc. PO Box 677
Rapid City, SD 57709
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 | |
February 28, 2022 | |
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.
The following table presents the changes in Common Stock shares outstanding over the last two years.
Share ChangesShares OutstandingMay 31, 2019 Balance
24,650,083
FY2020 Shape, Ronald FY2020 Woolsey, John FY2020 Bickart, Thomas FY2020 Priddy, Lynn FY2020 Sedlacek, PaulPresident & CEO 55,514
Manager 3,125
CFO 1,250
Provost 3,125
General Counsel 2,198
FY2020 Saban, Thomas Director (22,727)
FY2020 Halbert, Richard Director (22,727)
FY2020 Rowan, Jim Director (22,727)FY2020 Shape, RonaldPresident & CEO (55,514)
President & CEO 1,875
FY2020 Shape, Ronald May 31, 2020 Balance
FY2021 Shape, Ronald
FY2021 Bickart, Thomas
FY2021 Sedlacek, Paul
FY2021 Priddy, Lynn
FY2021 Mendoza, Mark
FY2021 Parlette, Jared
FY2021 Bickart, Thomas
May 31, 2021 Balance
FY2022 Shape, Ronald
FY2022 Bickart, Thomas
FY2022 Sedlacek, Paul
FY2022 Mathena, Cynthia
FY2022 Mendoza, MarkPresident & CEO 2,500
CFO 2,500
General Counsel 1,759
Provost 1,875
Manager 1,435
Manager 957
CFO 15,000
President & CEO 15,000
CFO 10,552
General Counsel 10,552
Provost 10,552
Manager 15,000
24,593,475
24,619,501
February 28, 2022 Balance | |
Preferred Stock | |
February 28, 2022 | |
Number of Shares Authorized | 1,000,000 |
Number of Shares Outstanding | 0 |
Total Number of Shareholders of Record | 0 |
Class A Common Stock | |
February 28, 2022 | |
Number of Shares Authorized | 100,000 |
Number of Shares Outstanding | 0 |
Total Number of Shareholders of Record | 0 |
24,681,157
Please refer to Financial Statements Footnote #6 for Stockholders' Equity notes.
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 February 28, 2022
(In thousands)
Assets
Current Assets:
Cash and Cash Equivalents | $ | 48 |
Student Receivables -- net of allowance of $113 | 1,068 | |
Other Receivables | 369 | |
Prepaid and Other Current Assets | 481 | |
Total Current Assets | 1,966 | |
Total Property and Equipment -- Net | 54 | |
Other Assets: | ||
Restricted Certificates of Deposit | 5,119 | |
Course Development -- net of accumulated amortization of $2,770 | 247 | |
Goodwill | 363 | |
Other Intangibles -- net of accumulated amortization of $206 | 29 | |
Other | 391 | |
Total Other Assets | 6,149 | |
Total Assets | $ | 8,169 |
Liabilities and Stockholders' Equity | ||
Current Liabilities: | ||
Current portion of Long-Term Debt | $ | 1,647 |
Current portion of Lease Acceleration Payable | 543 | |
Accounts Payable | 8,805 | |
Deferred Revenue | 983 | |
Accrued and Other Liabilities | 1,909 | |
Total Current Liabilities | 13,887 | |
Long-Term Debt, Net of Current Portion | 800 | |
Lease Acceleration Payable, Net of Current Portion | 339 | |
Total Liabilities | 15,026 | |
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 | 59,526 | |
Accumulated Deficit | (43,868) | |
Treasury Stock, at cost (4,540,449 shares) | (22,518) | |
Total Stockholders' Deficit | (6,857) | |
Total Liabilities and Stockholders' Deficit | $ | 8,169 |
The accompanying notes are an integral part of these consolidated financial statements.
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National American University Holdings Inc. published this content on 11 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 April 2022 22:30:11 UTC.
