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: June 30, 2001
___ 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 August 1, 2001 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)
_________________________________________________________________
June 30, December 31,
___2001___ ____2000____
_____________ASSETS________________
Cash & cash equivalents $ 394,321 $ 371,012
Mortgage loans held for sale 4,694,443 3,762,229
Mortgage loans receivable -0- 24,000
Notes receivable 28,946 28,946
Prepaid expenses &
other current assets 86,027 52,721
Total Current Assets 5,203,737 4,238,908
Land Development Costs 186,025 408,985
Property & Equipment, net of accumulated
depreciation & amortization 8,589 14,035
Total Assets 5,398,351 4,661,928
__LIABILITIES AND STOCKHOLDERS' EQUITY__
Current Liabilities:
Warehouse finance facility 4,594,719 3,690,458
Deferred income 21,390 17,622
Accounts payable, accrued expenses
and other current liabilities 162,328 133,665
Total Current Liabilities 4,778,437 3,841,745
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
Common stock, no par value;
10,000,000 shares authorized;
1,316,989 shares issued
and outstanding
at 6/30/01 & 12/31/00 3,852,825 3,852,825
Additional paid-in capital 231,207 231,207
Accumulated deficit (3,464,118) (3,263,849)
Total Stockholders' Equity 619,914 820,183
Total Liabilities and
Stockholders' Equity 5,398,351 4,661,928
See accompanying Notes to Consolidated Financial Statements.
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AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
_________________________________________________________________
For the Three Months|For the Six Months
__Ended June 30,___|__Ended June 30,___
___2001__ __2000___|__2001__ __2000__
Revenues:
Mtg origination fees $ 321,650 $ 149,171 $ 501,580 $247,773
Land sales 490,078 -- 490,078 145,924
Application &
commitment fees 6,551 4,055 9,851 7,395
Mtg interest income 122,345 61,585 197,262 83,065
Total revenues 940,624 214,811 1,198,771 484,157
Expenses:
Employee compensation
& benefits 113,879 105,187 213,784 191,320
Commissions 191,353 104,625 323,480 154,119
Other expenses 172,183 115,768 277,459 204,819
Land development costs 451,769 -- 451,769 146,971
Interest expense 92,881 30,555 136,549 47,056
Total expenses 1,022,065 356,135 1,403,041 744,285
Loss from operations ( 81,441) (141,324) (204,270) (260,128)
Other income 1,500 4,465 4,001 6,785
Loss before provision
for income taxes ( 79,941) (136,859) (200,269) (253,343)
Provision for
income taxes -0- -0- -0- -0-
Net loss (79,941) (136,859) (200,269) (253,343)
LOSS PER COMMON SHARE,
Basic $ (0.06) $ (0.10) $ (0.15) $ (0.19)
Diluted $ (0.06) $ (0.10) $ (0.15) $ (0.19)
WEIGHTED AVERAGE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING,
Basic 1,316,989 1,316,989 1,316,989 1,316,989
Diluted 1,316,989 1,316,989 1,316,989 1,316,989
See accompanying Notes to Consolidated Financial Statements.
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AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
________________________________________________________________________
For the Six Months
Ended June 30,
__2001__ __2000__
Cash flows from operating activities:
Net loss $(200,269) $(253,343)
Adjustments to reconcile
net loss to net cash
provided by/(used in)
operating activities:
Depreciation and amortization 5,446 6,266
Changes in assets & liabilities:
Mortgage loans held for sale (932,214) (1,937,000)
Mortgage loans receivable 24,000 242,273
Prepaid expenses &
other current assets (33,306) (46,801)
Land development costs 222,960 123,280
Warehouse finance facility 904,261 1,870,258
Deferred income 3,768 (2,088)
Accounts payable
and accrued expenses 28,663 30,447
Net cash provided by/
(used in) operating
activities 23,309 33,292
Cash flows from investing activities:
Purchases of fixed assets -0- (1,869)
Proceeds from notes
receivable -0- 24,500
Net cash provided
by/(used in)
investing activities -0- 22,631
Net increase/(decrease) in
cash & cash equivalents 23,309 55,923
Cash and cash equivalents
at beginning of period 371,012 340,906
Cash and cash equivalents
at end of period 394,321 396,829
Supplemental Disclosure of
Cash Flow Information:
Cash paid during the
Period for interest $ 136,549 $ 47,056
See accompanying Notes to Consolidated Financial Statements.
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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 elimination's
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 2000 Annual
Report on Form 10-KSB. Reference is made to the Company's annual financial
statements for the year ended December 31, 2000, 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 six months ended June 30,
2001 are not necessarily indicative of the results of the full year.
2. NET LOSS PER SHARE
Basic EPS and Diluted EPS for the six and three month periods ended June
30, 2001 and 2000 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
June 30, 2001
Revenues 708,693 490,078 1,198,771
Segment Profit (Loss) (114,776) 37,814 (123,307) (200,269)
Net identifiable assets 5,162,504 216,384 19,463 5,398,351
CFC AADC Parent Total
June 30, 2000
Revenues 338,233 145,924 484,157
Segment Profit (Loss) (174,908) (789) (77,646) (253,343)
Net identifiable assets 2,591,370 686,019 30,440 3,307,829
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Item 2.
AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: The statements which are not historical facts contained in this
report on Form 10-QSB are forward looking statements that involve a number of
known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward looking statements. Such factors, include, but are not
limited to, those relating to competition, the ability to successfully market
new mortgage products and services, the economic conditions in the markets
served by the Company, the ability to hire and retain key personnel and other
risks detailed in the Company's other filings with the Securities and Exchange
Commission. The words "believe", "anticipate", "expect", "intend" and similar
expressions identify forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as
of the date the statements were made.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THE THREE MONTHS
ENDED JUNE 30, 2000.
Total revenues for the three months ended June 30, 2001 were $940,624
compared to $214,811 for the three months ended June 30, 2000, an increase
of $725,813 or approximately 337.8%. The increase was primarily attributable
to land sales made by American Asset Development Corporation ("AADC"), the
Company's real estate development subsidiary, of $490,078 during the period
ended June 30, 2001 as compared to an absence of land sales during the same
period of 2000. To a lesser extent the increase was attributable to an
increase in mortgage origination fees of $172,479, or approximately 115.6%, to
$321,650 from $149,171 during the comparable 2000 period. Mortgage interest
income increased by $60,760, or approximately 98.1% to $122,345 from $61,585
and application and commitment fee income increased by $2,496, or approximately
61.5%, to $6,551 from $4,055 during the comparable 2000 period. The increase
in mortgage origination fees and application and commitment fees are
attributable to the Company's increase in the number of wholesale
correspondents the Company conducts business with, as well as mortgage
applications received and closed during the period. The increase in mortgage
interest income was a result of having a greater amount of closed mortgage
loans in the Company's warehouse awaiting sale to investors as compared to
the amount of closed mortgage loans owned awaiting sale during the comparable
2000 period by Capital Financial Corp. ("CFC"), the Company's mortgage banking
subsidiary.
The Company continued to see an increase in mortgage refinance
Applications due to a decrease in interest rates during the period. In
addition, during the 2001 period the Company decided to continue focusing on
its sources of mortgage applications by expanding its wholesale business and to
lessen its dependence on its full time retail mortgage sales personnel which
have not been economically viable sources of originations for the Company in the
past. During the three month period ended June 30, 2001, the Company continued
to expand its wholesale sources of business by primarily having an executive of
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its mortgage wholesale business represent the Company in the wholesale market
place. During the three months ended June 30, 2001, CFC closed 72 residential
mortgage loans in the principal amount of $12,131,690 compared to 45 loans
closed in the principal amount of $8,249,850 in the three months ended
June 30, At June 30, 2001, the Company had approximately 138 residential
mortgage applications in process in the principal amount of $27,843,861
compared to 50 residential mortgage applications in process in the principal
amount of $10,571,180, at June 30, 2000.
Total expenses for the three months ended June 30, 2001 were $1,022,065,
an increase of $665,930 or approximately 186.9% from $356,135 in the comparable
2000 period primarily due to $451,769 of land development costs as compared to
an absence of such costs during the comparable 2000 period, and to a lesser
extent due to an increase of $86,728 in the Company's sales commissions which
was primarily attributable to a greater amount of mortgage loan closings, an
increase in interest expense of $62,326, due to increased utilization of the
Company's warehouse line of credit by a greater amount of closed mortgage
loans, an increase in employee compensation of $8,692 and an increase in other
expenses of $56,415 primarily as a result of increased costs related to
ongoing litigation which are expected to continue for the foreseeable future.
As a percentage of revenues, expenses were approximately 108.7% in the current
period compared to approximately 166% in the comparable 2000 period.
As a result of the foregoing, the Company's net loss for the three months
ended June 30, 2001 was $79,941 or $0.06 per common share, compared to a net
loss of $136,859, or $0.10 per common share in the comparable 2000 period.
SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SIX MONTHS ENDED
JUNE 30, 2000.
Total revenues for the six months ended June 30, 2001 were $1,198,771
compared to $484,157 for the six months ended June 30, 2000, an increase of
$714,614 or approximately 147%. The increase was attributable to an increase
of $344,154 in land sales to $490,078 from $145,924 in the comparable 2000
period, an increase of $253,807 in mortgage origination fees to $501,580 from
$247,773 in the comparable 2000 period, an increase of $114,197 in mortgage
interest income to $197,262 from $83,065 in the comparable 2000 period and an
increase in mortgage application and commitment fees of $2,456 to $9,851 from
$7,395 in the comparable 2000 period. The increase in mortgage applications
was a result of decreased mortgage interest rates during the period which
sharply increased the number of refinance applications the Company received, as
well as an increase in wholesale sources of mortgage loan applications in the
Company's service area. Continuation of interest rates at the current or lower
levels is expected to have a positive effect on the Company's business,
although there can be no assurance that interest rates will decline or remain
at present low levels. During the six months ended June 30, 2001, CFC closed
163 residential mortgage loans in the principal amount of $27,277,991 compared
to 75 loans closed in the principal amount of $14,394,965 in the six months
ended June 30, 2000.
Total expenses for the six months ended June 30, 2001 were $1,403,041 an
increase of $658,756 or approximately 88.5% from $744,285 in the comparable
2000 period due to an increase in land and development costs of $304,798 to
451,769 from $146,971 during the same period in 2000, an increase in interest
expense of $89,493 to $136,549 from $47,056 during the same period in 2000, an
increase in
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commission of $169,361 to $323,480 from $154,119 during the same period of 2000
due to a greater number of mortgage loan closings during the current period,
and an increase in other expenses of $72,640 primarily due to increased costs
of legal fees which are expected to continue for the foreseeable future. As a
percentage of revenues, expenses were approximately 117.1% in the current
period compared to 154% in the comparable 2000 period.
As a result of the foregoing, the Company's net loss for the six months
ended June 30, 2001 was $200,269 or $0.15 per common share, compared to a net
loss of $253,343 or $0.19 per common share for the comparable 2000 period.
The Company continued to utilize the Internet as an additional source of
mortgage applications. During 2000, the Company updated its website by
linking the Company's website to its home page on a national provider of
financial statistics website utilizing an online mortgage application and
streamlined internet mortgage approval process. In addition the Company has
inked 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.
To date, the number of domestic mortgages originated over the Internet,
relative to the total mortgage origination market is very small. However, the
Company believes that in the future the Internet could comprise a significant
amount of total mortgage originations. The Company's marketing strategy is to
supplement its current personal relationship based origination business with
the Internet.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2001, the Company had cash and cash equivalents of $394,321
compared to $371,012 at December 31, 2000, an increase of $23,309. The
increase is primarily attributable to cash provided by operating activities
which include the proceeds of a lot/house sale during June 2001 in the amount
of $490,078.
The Company utilizes one $6,000,000 warehouse line of credit 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 saving the Company additional interest costs associated with
borrowing from its warehouse credit line. The warehouse credit line which is
maintained with a mortgage warehouse lender enables the Company to borrow funds
secured by residential mortgage loans which will be temporarily accumulated or
warehoused and then sold. At June 30, 2001 the Company had borrowed $4,594,719
from its warehouse lines of credit representing approximately $4,694,443 in
closed loans ready for sale.
During April 2001, the Company applied for an additional warehouse credit
line from a commercial bank in the amount of $7,000,000. As of August, 2001,
the application is pending.
In March 2000, the Company entered into a contract to sell one of its
building lots and construct a single family residence for approximately
$480,000. During April 2000, the contract was approved after attorney review
and construction commenced during May 2000. The Company completed
construction the house during May 2001 and transferred title to the buyer
during June of 2001.
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As of August 2001, the Company owns 1 building lot in its Hunterdon
County, New Jersey real estate development and has no contracts of sale
pending. In September 1998, the Board of Directors authorized the Company to
build single family colonial style homes on the lots for speculation and offer
them for sale to prospective buyers. The Company believes that construction
costs for such a 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. As of August 2001, the Company hasn't
decided whether to build such a house on speculation on its remaining building
lot.
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, 2000 for further information relating to two
pending actions and one concluded action 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 second 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.
In May 2000, a complaint was filed against American Asset Development
Corp. ("AAD") in the Superior Court of New Jersey, Chancery Division, Hunterdon
County, seeking specific performance of a real estate contract and unspecified
damages resulting from AAD's alleged intentional delay in closing the contract.
A mandatory non-binding arbitrator heard the complaint and ruled in favor of
AAD. However, the plaintiff filed a motion for a trial de novo and a new
hearing was held during June 2001. In a two day trial in Hunterdon County,
New Jersey, the court determined that plaintiff's contentions related to the
contract were completely without merit and dismissed those claims at the
conclusion of plaintiff's case. When the trial ended, the court found in
favor of AAD and dismissed all of the plaintiff's remaining claims.
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Item 2. Changes in Securities and Use of Proceeds
During the quarter ended June 30, 2001, the Board authorized the issuance
of an aggregate of 75,000 common stock purchase options at $0.40 per share to
directors of the Company. The issuances were made pursuant to the exemption
from registration in Section 4(2) of the Securities Act of 1932.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) No Reports
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: August 13, 2001 By:_s/Richard G. Gagliardi____________
Richard G. Gagliardi
Chairman, President and Chief
Executive Officer (Principal
Executive and Financial Officer)
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