U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 10-QSB
(Mark One)
_X_ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly period ended: March 31, 2000
___ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT
For the transition period from _______ to _______.
Commission file number: 0-19154.
AMERICAN ASSET MANAGEMENT CORPORATION
(Exact name of small business issuer as specified in its charter)
NEW JERSEY 22-2902677
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 Morristown Road, Suite 108, Bernardsville, New Jersey 07924
(Address of principal executive offices)
Issuer's telephone number, including area code: (908) 766-1701
(Former name, former address and former fiscal year,
if changed since last report)
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 reports), and (2) has been subject to such
filing requirements for the past 90 days. YES_X_ NO___.
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As
of May 12, 2000 there were 1,316,989 shares outstanding of the
issuer's no par value common stock.
Transitional Small Business Disclosure Format (check one):
YES___ NO_X_
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
_________________________________________________________________
March 31, December 31,
___2000___ ____1999____
_____________ASSETS________________
Cash & cash equivalents $ 532,243 $ 340,906
Mortgage loans held for sale 976,600 240,000
Mortgage loans receivable -0- 242,273
Notes receivable 10,392 34,892
Prepaid expenses &
other current assets 59,746 21,986
Total Current Assets 1,578,981 880,057
Land Development Costs 616,318 761,263
Property & Equipment, net of accumulated
depreciation & amortization 19,971 21,235
Total Assets 2,215,270 1,662,555
__LIABILITIES AND STOCKHOLDERS' EQUITY__
Current Liabilities:
Warehouse finance facility 938,359 234,024
Deferred income 15,355 4,100
Accounts payable, accrued expenses
and other current liabilities 134,387 180,778
Total Current Liabilities 1,088,101 418,902
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
Common stock, no par value;
10,000,000 shares authorized;
1,316,989 shares issued
and outstanding
at 3/31/00 & 12/31/99 3,852,825 3,852,825
Additional paid-in capital 231,207 231,207
Accumulated deficit (2,956,863) (2,840,379)
Total Stockholders' Equity 1,127,169 1,243,653
Total Liabilities and
Stockholders' Equity 2,215,270 1,662,555
See accompanying Notes to Consolidated Financial Statements.
-2-
AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
_________________________________________________________________
For the Three Months
______Ended March 31,______
____2000____ ____1999____
Revenues:
Mortgage origination fees $ 98,602 $ 300,333
Land sales 145,924 --
Application and commitment fees 3,340 18,800
Mortgage interest income 21,480 30,841
Total revenues 269,346 349,974
Expenses:
Employee compensation & benefits 86,133 124,404
Commissions 49,494 105,806
Other expenses 89,051 124,201
Land development costs 146,971 --
Interest expense 16,501 10,334
Total expenses 388,150 364,745
Loss from operations (118,804) (14,771)
Other income 2,320 8,772
Loss before provisions for
income taxes (116,484) (5,999)
Provision for income taxes -0- -0-
Net loss (116,484) (5,999)
LOSS PER COMMON SHARE,
Basic $ (0.09) $ (0.01)
Diluted (0.09) (0.01)
WEIGHTED AVERAGE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING,
Basic 1,316,989 1,315,293
Diluted 1,316,989 1,315,293
See accompanying Notes to Consolidated Financial Statements.
-3-
AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
_________________________________________________________________
For the Three Months
____Ended March 31,____
____2000___ ____1999___
Cash flows from operating activities:
Net loss $ (116,484) $ ( 5,999)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 3,133 1,787
Changes in assets & liabilities:
Mortgage loans held for sale (736,600) (685,076)
Mortgage loans receivable 242,273 -0-
Prepaid expenses &
other current assets (37,760) 36,307
Land development costs 144,945 (89,231)
Warehouse finance facility 704,335 817,228
Deferred Income 11,255 (46,460)
Accounts payable & accrued expenses (46,391) (9,129)
Net cash provided by
operating activities 168,706 19,427
Cash flows from investing activities:
Purchases of fixed assets (1,869) -0-
Proceeds from notes receivable 24,500 -0-
Net cash provided by
investing activities 22,631 -0-
Cash flows from financing activities:
Payments of loans payable -0- 921
Net increase in cash and cash equivalents 191,337 20,348
Cash and cash equivalents
at beginning of period 340,906 608,085
Cash and cash equivalents
at end of period $ 532,243 $ 628,433
Supplemental Disclosure of
Cash Flow Information:
Cash paid during the
period for interest $ 16,501 $ 10,334
See accompanying Notes to Consolidated Financial Statements.
-4-
AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
_________________________________________________________________
1. BACKGROUND AND BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying consolidated financial statements of
American Asset Management Corporation and subsidiaries (the
"Company") are unaudited. In the opinion of management, all
adjustments and intercompany eliminations necessary for a fair
presentation of the results of operations have been made and were
of a normal recurring nature. These interim consolidated
financial statements should be read in conjunction with the
consolidated financial statements and related notes thereto
contained in the Company's 1999 Annual Report on Form 10-KSB.
Reference is made to the Company's annual financial statements
for the year ended December 31, 1999, for a description of the
accounting policies which have been continued without change.
Also refer to the footnotes with those annual statements for
additional details of the Company's financial condition, results
of operations and changes in cash flows. The details in those
notes have not changed except as a result of normal transactions
in the interim. The results of the three months ended March 31,
2000 are not necessarily indicative of the results of the full
year.
2. NET LOSS PER SHARE
Basic EPS and Diluted EPS for the three months ended March
31, 2000 and 1999 have been computed by dividing the net loss for
each respective period by the weighted average shares outstanding
during that period. All outstanding warrants and options have
been excluded from the computation of Diluted EPS as they are
antidilutive.
3. SEGMENT REPORTING
The Company has two primary operating segments including
originating and selling loans secured primarily by first
mortgages on one-to-four family residential properties (CFC) and
real estate development (AADC). Segment selection was based upon
the nature of operations as determined by management and all of
the operations of these segments are conducted in New Jersey.
Certain selected financial information of these segments is
described below:
CFC AADC Parent Total
March 31, 2000
Revenues 123,422 145,924 269,346
Segment Profit (Loss) (94,455) (617) (21,412) (116,484)
Net identifiable assets 1,548,807 648,181 18,282 2,215,270
CFC AADC Parent Total
March 31, 1999
Revenues 349,974 349,974
Segment Profit (Loss) 22,991 (351) (28,639) (5,999)
Net identifiable assets 3,094,472 720,591 36,129 3,851,192
-5-
Item 2.
AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
_________________________________________________________________
RESULTS OF OPERATIONS
Three Months Ended March 31, 2000 Compared to the Three Months
Ended March 31, 1999.
Total revenues for the three months ended March 31, 2000
were $269,346 compared to $349,974 for the three months ended
March 31, 1999, a decrease of $80,628 or approximately 23%. The
decrease was primarily attributable to a reduction in mortgage
origination fees to $98,602 from $300,333 in the comparable 1999
period and to a lesser extent a decrease in application and
commitment fees of $15,460 and a decrease of $9,361 in mortgage
interest income of Capital Financial Corp. ("Capital"), the
Company's mortgage banking subsidiary. During the three months
ended March 31, 2000 Capital received 70 mortgage applications
aggregating a principal amount of $12,638,054 compared to 82
applications aggregating a principal amount of $20,184,057 during
the comparable period ending March 31, 1999. The reduction is a
decrease of 12 or approximately 14%, in number of applications
and a decrease of $7,546,003 or approximately 37% in principal
amount. The reduction in applications was a result of increased
mortgage interest rates during the period which sharply reduced
the number of refinance applications the Company received, as
well as a reduction in real estate sales in the Company's service
area primarily due to a reduction in the available supply of
homes for sale. During the three months ended March 31, 2000,
Capital closed 30 residential mortgage loans aggregating
approximately $6,145,115 compared to 72 closed loans
aggregating approximately $17,061,628 in the three months ended
March 31, 1999. At March 31, 2000, the Company had approximately
33 residential mortgage applications in process in the principal
amount of $7,951,161 compared to 60 residential mortgage
applications in process in the principal amount of $14,312,085,
at March 31, 1999, a decrease of 27 in number, or approximately
45% and a decrease of $6,360,924 in amount, or approximately 44%.
Total expenses for the three months ended March 31, 2000,
were $388,150, an increase of $3,477 or approximately 1.0% from
$384,673 in the comparable 1999 period due to land and
development costs of $146,971 versus an absence of these costs in
the same period of 1999 and an increase of $6,167 in interest
expense, which was partially offset by a decrease in the
Company's employee compensation and benefits of $38,271 a
decrease in other expenses of $45,484 and a reduction of $56,312
in sales commission expense as a result of Capital's
modification in the compensation structure for loan originators
and certain other employees. As a percentage of revenues,
expenses were approximately 144.2% in the current period
compared to 104.2% in the comparable 1999 period.
As a result of the foregoing, the Company's net loss for the
three months ended March 31, 2000 was $116,484 or $0.09 per
common share, compared to a net loss of $5,999 or $0.01 per
common share for the comparable 1999 period.
The Company has been encouraged with the results the
Internet has provided as an additional source of mortgage
applications and during the period ended March 31, 2000 has
updated its website by linking the Company's website to its
homepage on a national provider of financial statistics website
utilizing an on line mortgage application and streamlined
internet mortgage approval process. In addition, the Company has
identified and intends to link its website with other national
and regional websites that provide mortgage rate listings and
information to the public as additional potential sources of
mortgage applications.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, the Company had cash and cash
equivalents of $532,243 compared to $340,906 at December 31,
1999, an increase of $191,337. The increase is primarily
attributable to cash provided in operating activities which
include the proceeds of a lot sale during February 2000 in the
amount of $149,000.
The Company utilizes two $5,000,000 warehouse lines of
credit, which together total $10,000,000, for its daily mortgage
loan funding operations and whenever possible the Company employs
its available cash to fund mortgage loans which generates
mortgage interest income, as well as save interest costs and
other fees associated with utilizing its warehouse credit lines.
These warehouse lines are maintained with mortgage warehouse
lenders which enable the Company to borrow funds secured by
residential mortgage loans which will be temporarily accumulated
or warehoused and then sold. At March 31, 2000 the Company had
borrowed $976,600 from its warehouse lines of credit representing
approximately $1,361,809 in closed loans ready for sale, of which
two loans were new construction loans aggregating approximately
$909,000. The construction loans will remain in the warehouse
until such time that all construction work is completed, the
balance of approximately $423,450 in disbursements are made and
the loans are sold to an institutional investor.
In August 1999, the Company entered into an agreement to
sell one of its building lots for $149,000. At that time the
Company received a $1,000 deposit. During October 1999, the
Company received an additional deposit of $13,900. The Company
agreed to provide the purchaser of this lot with an approved
septic design as a condition of sale. Accordingly, the septic
design approval was granted by municipal authorities, the Company
received the full balance due and transferred title to this lot
in February 2000.
In August 1999, the Company entered into an agreement to
sell one of its building lots and to construct a single family
residence. The Company received a $1,000 deposit and with a
balance due of $38,700 upon approval of final construction plans
and specifications. In November, 1999 the Company was informed
by the buyers architect that the final blueprints were completed.
In February 2000, the Company was informed that the buyer wished
to cancel the contract of sale and accordingly, the Company
returned the $1,000 deposit to the buyers thereby cancelling the
contract.
On March 3, 2000 the Company entered into a contract to sell
one of its building lots and construct a single family residence
for approximately $481,600. During April 2000, the contract was
approved after attorney review. Construction has commenced
during May 2000. The terms of the contract provide for a $1,000
deposit which is currently being held in escrow by the buyer's
realtor and the balance of approximately $47,160 is to be paid
within 10 days of contract approval. This deposit was released
to the Company during April 2000 upon mortgage approval and the
Company's President has personally guaranteed the deposit in the
event of default by the Company. The buyers have received a
mortgage commitment through a non-affiliate of the Company. The
contract further provides for an additional buyers deposit of
approximately $73,400 be paid at the time of closing when title
to the residence is transferred to the buyers from the Company
and the remainder of the purchase price is to be paid to the
Company with the proceeds of a mortgage loan.
As of May 12, 2000, the Company owns 3 unimproved building
lots in its Hunterdon County, New Jersey real estate development;
one of which is under contract to build a house and transfer
title to the buyer. In September 1998, the Board of Directors
authorized the Company to build up to two, at any one time,
single family, colonial style homes on the lots, on speculation
and offer them for sale to prospective buyers. The Company
believes that construction costs for each home to be built will
be approximately $225,000 and it will afford it a better
opportunity to obtain a profit from the transaction then if it
sold an undeveloped lot. Although there can be no assurance that
the Company will be successful in this undertaking, the Company
has retained an on-site construction manager who is a
non-affiliate of the Company, to assist the Company in this
construction project and in December 1999 construction was
substantially completed on one house which is being offered for
sale.
The Company estimates that it will require additional
capital in order to successfully implement its future operational
plans. As a result, the Company is seeking additional capital
through, among other means, an infusion of noncollateralized
loans and the sale of additional equity in the Company. However,
there can be no assurance that the Company will be able to obtain
additional capital on terms acceptable to the Company.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to Part 1 - Item 3 contained in the
Company's 10-KSB for the year ended December 31, 1999 for further
information relating to two pending actions commenced against,
among others, the Company and its President described below.
The first action was commenced in the Supreme Court of the
State of New York, Queens County in March 1993, by two
individuals who allege that misrepresentations were made or
material information was omitted in connection with their
investment in the Company's 1989 private offering of Common
Stock.
In the other action, which commenced in March 1999 in the
Chancery Division of the Superior Court of New Jersey, Union
County, the plaintiffs allege that the Company aided and abetted
a former director in converting the assets of two New Jersey
limited liability companies (the "LLC's") by accepting loans and
payments from the LLC's and the former director and repaying the
loans to the former director in the form of cash and Company
stock.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 Financial Data Schedule (For SEC use only)
(b) On January 11, 2000 the Company filed on Form 8-K
under Item 4 to report the dismissal of its principal independent
auditor, Grant Thornton, LLP
(c) On January 11, 2000 the Company filed on Form 8-K
under Item 4 to report the engagement of Withum Smith & Brown as
the Company's new principal independent auditor.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN ASSET MANAGEMENT CORPORATION
(Registrant)
Date: May 19, 2000 By:_s/Richard G. Gagliardi____________
Richard G. Gagliardi
Chairman, President and Chief
Executive Officer (Principal
Executive and Financial Officer)