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, 2002
___ 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.)
1280 Route 46 West, Parsippany, New Jersey 07054
(Address of principal executive offices)
Issuer's telephone number, including area code: (973) 299-8713
(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 ___, 2002 there were 1,316,989 shares of its no par value
common stock issued and 1,295,970 shares outstanding.
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,
___2002___ ____2001____
_____________ASSETS________________
Cash & cash equivalents $ 299,382 $ 298,319
Mortgage loans held for sale 3,320,639 3,411,888
Prepaid expenses &
other current assets 61,825 79,703
Total Current Assets 3,681,846 3,789,910
Land Development Costs 160,868 158,502
Property & Equipment,
net of accumulated
depreciation & amortization 4,681 4,894
Total Assets 3,847,395 3,953,306
__LIABILITIES AND STOCKHOLDERS' EQUITY__
Current Liabilities:
Warehouse finance facility 3,247,280 3,336,358
Current maturities of note payable 26,421 25,518
Preferred stock dividends payable 4,785 -
Deferred income 24,446 17,991
Accounts payable & accrued expenses 149,864 155,758
Total Current Liabilities 3,452,796 3,535,625
Note Payable Net of Current Maturities 35,143 40,627
COMMITMENTS AND CONTINGENCIES
Stockholders' Equity:
Series A Preferred Stock, no par value
(liquidation preference $210,000 and
$150,000 at March 31, 2002 and
December 31, 2001, respectively)
600,000 shares authorized, 210,000
and 150,000 issued and outstanding
at March 31, 2002 and December 31,
2001 respectively 210,000 150,000
Common stock, no par value; 10,000,000
Shares authorized, 1,316,989 issued
and 1,295,970 outstanding at March 31,
2002 and December 31, 2001 3,852,825 3,852,825
Additional paid in capital 231,207 231,207
Accumulated deficit (3,863,431) (3,785,833)
430,601 448,199
Treasury Stock, 21,019 shares at cost (71,145) (71,145)
Total Stockholders' Equity 359,456 377,054
Total Liabilities and
Stockholders' Equity 3,847,395 3,953,306
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,______
____2002____ ____2001____
Revenues:
Mortgage origination fees $ 221,193 $ 179,930
Application and commitment fees 8,695 3,300
Mortgage interest income 108,461 74,917
Total revenues 338,349 258,147
Expenses:
Employee compensation & benefits 93,329 99,905
Commissions 162,810 132,127
Other expenses 117,423 105,276
Interest expense 38,685 43,668
Total expenses 412,247 380,976
Loss from operations (73,898) (122,829)
Other income 1,085 2,501
Loss before provision for
income taxes (72,813) (120,328)
Provision for income taxes - -
Net loss (72,813) (120,328)
Dividends on Preferred Stock 4,785 -
Loss Attributable to Common Stockholders (77,598) (120,328)
Net Loss Per Common Share
Basic $ (.06) $ (.09)
Diluted $ (.06) $ (.09)
Weighted Average Number of Shares
Of Common Stock outstanding:
Basic 1,295,970 1,316,989
Diluted 1,295,970 1,316,989
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,____
____2002___ ____2001___
Cash flows from operating activities:
Net loss $ (72,813) $ (120,328)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 753 3,134
Changes in assets & liabilities:
Mortgage loans held for sale 91,249 (1,820,887)
Prepaid expenses &
other current assets 17,878 (63,083)
Land development costs (2,366) (97,902)
Warehouse finance facility (89,078) 1,781,260
Deferred income 6,455 12,154
Accounts payable & accrued expenses (5,894) 118,187
Net cash (used in)operating activities (53,816) (187,465)
Cash flows used in investing activities:
Purchases of fixed assets (540) -
Cash flows from financing activities:
Payments of loans payable (4,581) -
Proceeds from issuance of
Preferred Stock 60,000 -
Net cash provided by
financing activities 55,419 -
Net increase/(decrease) in
cash and cash equivalents 1,063 (187,465)
Cash and cash equivalents
at beginning of period 298,319 371,012
Cash and cash equivalents
at end of period $ 299,382 $ 183,547
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ 44,076 $ 43,668
Income taxes $ - $ -
Supplemental schedule of non-cash investing and financing activities:
The Company recorded an accrued dividend of $4,785 as a charge to
accumulated deficit
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 2001 Annual Report on Form 10-KSB.
Reference is made to the Company's annual financial statements
for the year ended December 31, 2001, 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,
2002 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, 2002 and 2001 have been computed by dividing the loss attributable
to common stockholders for each respective period by the weighted
average shares outstanding during that period. All outstanding
10% Series A, Cumulative Participating Preferred Stock 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, 2002
Revenues $ 338,349 - - $ 338,349
Segment Profit (Loss) (22,415) (288) (50,110) (72,813)
Net identifiable assets $3,670,739 $ 171,792 $ 4,864 $3,847,395
CFC AADC Parent Total
March 31, 2001
Revenues $ 258,147 $ 258,147
Segment Profit (Loss) (79,203) (203) (40,922) (120,328)
Net identifiable assets $5,892,333 $ 547,017 $ 13,851 $6,453,201
4. WAREHOUSE LINE OF CREDIT
On March 29, 2002, the Company received notification that their existing
warehouse line of credit was approved for extension until March 31, 2003.
Funds from this line of credit are used for short-term financing
of mortgage loans held for sale, and are secured by residential
mortgage loans and a personal guarantee of the Company's
President.
5. STOCKHOLDERS' EQUITY
During the three month period ended March 31, 2002, the Company issued
60,000 shares of its Series A Cumulative Convertible Participating
Preferred Stock for $60,000 in cash proceeds. Cumulative unpaid
dividends on outstanding shares were $4,785 as of March 31, 2002.
-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, 2002 Compared to the Three Months
Ended March 31, 2001.
Total revenues for the three months ended March 31, 2002 were
$338,349 compared to $258,147 for the three months ended March 31, 2001,
an increase of $80,202 or approximately 31.1%. The increase was
primarily attributable to an increase in mortgage origination fees
to $221,193 from $179,930 in the comparable 2001 period, an increase
in mortgage interest income to $108,461 from $74,917 and to a lesser
extent an increase in application fee and commitment fee income of
$5,395 to $8,695 from $3,300 in the comparable 2001 period from Capital
Financial Corp. ("Capital"), the Company's mortgage banking subsidiary.
During the three months ended March 31, 2002 Capital received 90 mortgage
applications aggregating a principal amount of $18,703,503 compared to
237 applications aggregating a principal amount of $43,519,293 during
the period ending March 31, 2001. The decrease of 147 or approximately
60% in number of applications is a decrease of $24,815,790 or
approximately 57.1% in principal amount when compared to the three months
ended March 31, 2001. The decrease in applications was primarily a
result of the Company raising its acceptance standards which pertain to
credit scores or the ratio of proposed debt to income for applications
received from its wholesale sources of mortgage originations during
the 2002 period. The Company believes that by doing so it will
experience more efficiency in its operations by reducing the number of
unacceptable applications and have a better ratio of closed loans
as compared to applications received. During the three months ended
March 31, 2002, Capital closed 56 residential mortgage loans aggregating
approximately $10,155,989 compared to 72 closed loans aggregating
approximately $12,131,690 a decrease in number of 16 or 22% and a decrease
in amount of $1,975,701 or approximately 16.3% when compared to the three
months ended March 31, 2001. At March 31, 2002, the Company had
approximately 30 residential mortgage applications in process in the
principal amount of $6,793,408 compared to 134 residential mortgage
applications in process in the principal amount of $25,534,257 at
March 31, 2001, a decrease of 104 in number or approximately 77.6%
and a decrease of $18,740,849 in amount, or approximately 73.4%.
Total expenses for the three months ended March 31, 2002, were
$412,247, an increase of $31,271 or approximately 8.2% from $380,976
in the comparable 2001 period. The increase in expenses was primarily
due to an increase in commissions of $30,683 which was an approximate
23.2% increase from $132,127 during the same period in 2001 to $162,810
during the period ended March 31, 2002, and a $12,147 increase, or
approximately 11.5%, in other expenses from $105,276 during the three
months ended March 31, 2001 to $117,423 during the three months ended
March 31, 2002. This was partially offset by a decrease in employee
compensation and benefits of $6,576 or approximately 6.6% from
$99,905 during the same period in 2001 to $93,329 during the period
ended March 31, 2002 and a decrease of $4,983 or approximately 11.4%
in interest expense to $38,685 from $43,668 in the same period of 2001.
As a percentage of revenues, expenses were approximately 121.8% in
the current period compared to 147.6% in the comparable 2001 period.
As a result of the foregoing and the declaration of a preferred
stock dividend of $4,785, the Company's loss attributable to common
stockholders for the three months ended March 31, 2002 was $77,598 or
$0.06 per common share, compared to a net loss of $120,328 or $0.09 per
common share for the three months ended March 31, 2001.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2002, the Company had cash and cash equivalents
of $299,382 compared to $298,319 at December 31, 2001, an increase of
$1,063 or less than 1%. This increase is primarily attributable to
net cash generated from financing activities of $55,419 and is almost
entirely offset by net cash used in operating activities of $53,816
which includes the net operating loss for the period of $72,813.
The Company utilizes one $6,000,000 warehouse line of credit for
its daily mortgage loan funding operations. This line of credit is
charged at the rate of Wall Street Journal Prime Rate plus one and
one half percent and expires on March 31, 2003. 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 line. The warehouse line
enables the Company to borrow funds secured by residential mortgage loans
which will be temporarily accumulated or warehoused and then sold.
At March 31, 2002, the Company had borrowed $3,247,280 from its warehouse
line of credit representing approximately $3,320,639 in closed loans
ready for sale.
During December 2001, the Company commenced an offering of up to
$600,000 of its 10% Series A, Cumulative Participating Preferred Stock.
As of December 31, 2001, the Company had received and accepted one
subscription in the amount to of $150,000 from one of its directors.
As of March 31, 2002, the Company had received and accepted two
additional subscriptions aggregating $60,000 from non-affiliated
accredited investors. The sale of these securities was made by the
Company on a private basis pursuant to the exemption from registration
under Section 4(2) of the Securities Act of 1933 and/or Regulation D
promulgated thereunder.
In January 2002, the Company entered into an agreement with the
principal of a non-affiliated New Jersey Limited Liability Corporation
("LLC") to conduct its mortgage banking business. The Company has
licensed the LLC's office, which is located in Flemington, New Jersey,
as a branch office, with the New Jersey Department of Banking, as well as
four independent contractor mortgage loan solicitors. For approximately
one year prior to this agreement the Company had been receiving mortgage
loan applications from the associate principal of the LLC. This office
acts as a sales office only and engages in writing mortgage loan
applications which are forwarded to the Company's main office for
processing, underwriting and closing. The LLC is compensated by the
Company based on a percentage basis of the loan amount when the loan
closes. The LLC and its principal are responsible for all expenses
attributable to this office including compensation of the loan solicitors.
As of March 31, 2002, the Company owns 1 building lot in Hunterdon
County, New Jersey, which is not under contract of sale. The Board of
Directors authorized the Company to build a single family, colonial style
home on the lot, on speculation and offer it for sale to prospective
buyers. At the present time the Company has decided not to build a house
on speculation and is offering the final lot it owns for sale with a build
to suit option. 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 the construction of the build to suit house on the lot when
and if it obtains a buyer for the lot and house.
The Company estimates that it will require additional
capital in order to successfully implement its future operational
plans beyond January 2003. 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, 2001 for further
information relating to the pending action commenced against,
among others, the Company and its President described below.
The 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) 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: May 17, 2002 By:_s/Richard G. Gagliardi____________
Richard G. Gagliardi
Chairman, President and Chief
Executive Officer (Principal
Executive and Financial Officer)