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, 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 August 14, 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)
_________________________________________________________________
June 30, December 31,
ASSETS ___2002___ ____2001____
Current Assets:
Cash $ 205,742 $ 298,319
Mortgage loans held for sale 2,665,333 3,411,888
Prepaid expenses &
other current assets 59,069 79,703
Total Current Assets 2,930,144 3,789,910
Land Development Costs 160,580 158,502
Property & Equipment, net 3,767 4,894
TOTAL ASSETS 3,094,491 3,953,306
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Warehouse finance facility 2,605,172 3,336,358
Accounts payable, accrued expenses
and other current liabilities 134,797 155,758
Deferred income 19,424 17,991
Preferred stock dividend payable 5,250 -
Current maturities of note payable 26,919 25,518
Total Current Liabilities 2,791,562 3,535,625
Note payable, net of current maturities 29,556 40,627
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
Series A Preferred stock, no par value
(liquidation preference $210,000);
600,000 shares authorized, 210,000
and 150,000 issued and outstanding at
June 30, 2002 and Dec. 31, 2001,
respectively. 205,000 150,000
Common stock, no par value;
10,000,000 shares authorized;
1,316,989 shares issued at June 30,
2002 and Dec. 31, 2001; 1,295,970
shares outstanding at June 30, 2002
and Dec. 31, 2001 3,852,825 3,852,825
Additional paid-in capital 231,207 231,207
Accumulated deficit (3,944,514) (3,785,833)
344,518 448,199
Treasury stock, 21,019 shares at cost (71,145) (71,145)
Total Stockholders' Equity 273,373 377,054
Total Liabilities and
Stockholders' Equity 3,094,491 3,953,306
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,___
___2002__ __2001___|__2002__ __2001__
Revenues:
Mtg origination fees $ 211,318 $ 321,650 $ 432,511 $ 501,580
Land sales - 490,078 - 490,078
Application &
commitment fees 5,175 6,551 13,870 9,851
Mtg interest income 88,974 122,345 197,435 197,262
Total revenues 305,467 940,624 643,816 1,198,771
Expenses:
Employee compensation
& benefits 94,873 113,879 188,202 213,784
Commissions 141,834 191,353 304,644 323,480
Other expenses 113,934 172,183 226,357 277,459
Land development costs -0- 451,769 -0- 451,769
Interest expense 36,487 92,881 75,172 136,549
Total expenses 387,128 1,022,065 794,375 1,403,041
Loss from operations ( 81,661) (81,441) (150,559) (204,270)
Other income 828 1,500 1,913 4,001
Loss before provision
for income taxes (80,833) (79,941) (148,646) (200,269)
Provision for
income taxes -0- -0- -0- -0-
Net loss (80,833) (79,941) (148,646) (200,269)
Dividends on
Preferred Stock 5,250 -0- 10,035 -0-
Loss Attributable to
Common Stockholders (86,083) (79,941) (158,681) (200,269)
LOSS PER COMMON SHARE,
Basic $ (0.07) $ (0.06) $ (0.12) $ (0.15)
Diluted $ (0.07) $ (0.06) $ (0.12) $ (0.15)
WEIGHTED AVERAGE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING,
Basic 1,295,970 1,316,989 1,295,970 1,316,989
Diluted 1,295,970 1,316,989 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 Six Months
______Ended June 30,______
__2002__ __2001__
Cash flows from operating activities:
Net loss $(148,646) $(200,269)
Adjustments to reconcile net loss to
net cash provided by/(used in)
operating activities:
Depreciation and amortization 1,667 5,446
Changes in assets & liabilities:
Mortgage loans held for sale 746,555 (932,214)
Mortgage loans receivable -0- 24,000
Prepaid expenses &
other current assets 20,634 (33,306)
Land development costs (2,078) 222,960
Warehouse finance facility (731,186) 904,261
Deferred income 1,433 3,768
Accounts payable accrued expenses
and other current liabilities (20,961) 28,663
Net cash (used in)/provided by
operating activities (132,582) 23,309
Cash flows from investing activities:
Purchases of property and equipment (540) -0-
Cash flows from financial activities:
Payments on note payable (9,670) -0-
Preferred stock dividends (4,785) -0-
Net Proceeds from issuance of Series A
Preferred Stock 55,000 -0-
Net cash provided by financing activities 40,545 -0-
Net (decrease)/increase in cash (92,577) 23,309
Cash, beginning of year 298,319 371,012
Cash, end of year $205,742 $394,321
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest $ 76,799 $ 136,549
Income taxes $ -0- $ -0-
Supplemental schedule of non-cash investing and financing activities:
The Company recorded an accrued dividend of $5,250 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 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
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 six months ended
June 30, 2002 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, 2002 and 2001 have been computed by dividing the net loss 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
June 30, 2002
Revenues 643,816 -0- -0- 643,816
Segment Profit (Loss) (60,801) (336) (87,509) (148,646)
Net identifiable assets 2,915,488 171,453 7,550 3,094,491
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
-5-
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.
The terms of the warehouse line of credit and the Company's internal
control policies require that a commitment be obtained from the purchaser,
prior to the Company closing the loan with the mortgagor. Accordingly, the
Company does not record any provision for uncollectible mortgage loans held
for sale.
5. STOCKHOLDERS' EQUITY
During the six month period ended June 30, 2002, the Company issued 60,000
shares of its Series A Cumulative Convertible Participating Preferred Stock
for $55,000 in net cash proceeds after payment of underwriting fees.
Cumulative unpaid dividends on outstanding shares were $5,250 as of June 30,
2002.
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, 2002 COMPARED TO THE THREE MONTHS
ENDED JUNE 30, 2001.
Total revenues for the three months ended June 30, 2002 were $305,467
compared to $940,624 for the three months ended June 30, 2001, a decrease of
$635,157 or approximately 67.5%. The decrease was primarily attributable to
an absence of land sales made by American Asset Development Corporation
("AADC"), the Company's real estate development subsidiary during the period
ended June 30, 2002 as compared to land sales in the amount of $490,078
during the period ended June 30, 2001. To a lesser extent the decrease was
attributable to a decrease in mortgage origination fees of $110,332, or
approximately 34.3%, to $211,318 from $321,650 during the comparable 2001
period. Mortgage interest income decreased by $33,371, or approximately
27.3% to $88,974 from $122,345 and application and commitment fee income
decreased by $1,376, or approximately 21.0%, to $5,175 from $6,551 during
the comparable 2001 period. The decrease in mortgage origination fees,
application and commitment fees, and interest income are attributable to the
Company's decrease in the number of mortgage applications received and closed
during the period. This was primarily a result of the Company moving its
offices during April 2002 which resulted in an interruption of normal
operations that the Company estimates had a material adverse impact on the
results of the three month period ended June 30, 2002. To a lesser extent, the
decrease also resulted from 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 raising its acceptance
standards 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.
The Company continued to see an increase in mortgage refinance
applications in the 2002 period due to a decrease in interest rates during
the period and continued focusing its efforts on expanding its wholesale
business and to lessening 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, 2002, the Company continued to expand its wholesale sources of
business by primarily having an executive of its mortgage wholesale business
represent the Company in the wholesale market place. During the three months
ended June 30, 2002, CFC closed 55 residential mortgage loans in the principal
amount of $10,805,321 compared to 72 loans closed in the principal amount of
$12,131,690 in the three months ended June 30, 2001. At June 30, 2002, the
Company had approximately 72 residential mortgage applications in process in
the principal amount of $11,439,919 compared to 138 residential mortgage
applications in process in the principal amount of $27,843,861, at June 30,
2001.
Total expenses for the three months ended June 30, 2002 were $387,128, a
decrease of $634,937 or approximately 62.1% from $1,022,065 in the comparable
2001 period primarily due to an absence of land development costs as compared
to $451,769 of such costs during the comparable 2001 period, and to a lesser
extent due to a decrease of $49,519 in the Company's sales commissions which
was directly attributable to a lesser dollar amount of mortgage loan closings,
a decrease in interest expense of $56,394, due to decreased utilization of
the Company's warehouse line of credit as a result of the lesser amount of
closed mortgage loans, a decrease in employee compensation of $19,006 and a
decrease in other expenses of $58,249 which were a result of decreased costs
related to certain business expenses such as rent, equipment, supplies,
postage, and miscellaneous office expenses. These reduced expenses were
offset by increased accounting and legal expenses which are also included
in other expenses. The Company's ongoing litigation costs are expected to
continue for the foreseeable future and continue to have a material adverse
effect on the Company's business as well as liquidity. As a percentage of
revenues, expenses were approximately 126.7% in the current period compared
to approximately 108.7% in the comparable 2001 period.
As a result of the foregoing, and the payment of a Preferred Stock
dividend of $5,250, the Company's net loss for the three months ended June 30,
2002 was $86,083 or $0.07 per common share, compared to a net loss of $79,941,
or $0.06 per common share in the comparable 2001 period.
SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO THE SIX MONTHS ENDED
JUNE 30, 2001.
Total revenues for the six months ended June 30, 2002 were $643,816
compared to $1,198,771 for the six months ended June 30, 2001, a decrease of
$554,955 or approximately 46.3%. The decrease was attributable to an absence
in land sales during the 2002 period from $490,078 in the comparable 2001
period, a decrease of $69,069 in mortgage origination fees to $432,511 from
$501,580 in the comparable 2001 period, a slight increase in mortgage
interest income to $197,435 from $197,262 in the comparable 2001 period and
an increase in mortgage application and commitment fees of $4,019 to $13,870
from $9,851 in the comparable 2001 period. The decrease in mortgage
applications was primarily a result of the disruption in business due to the
Company's move of its offices during the period which sharply decreased the
number of applications the Company received. The 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, 2002, CFC closed 109 residential mortgage loans in the principal
amount of $20,961,310 compared to 163 loans closed in the principal amount
of $27,277,991 in the six months ended June 30, 2001.
Total expenses for the six months ended June 30, 2002 were $794,375 a
decrease of $608,666 or approximately 43.4% from $1,403,041 in the comparable
2001 period due to an absence in land and development costs during the 2002
period as compared to $451,769 land development cost during the same period
in 2001, a decrease in interest expense of $61,377 to $75,172 from $136,549
during the same period in 2001, a decrease in commission of $18,836 to
$304,644 from $323,480 during the same period of 2001 due to a lesser number
of mortgage loan closings during the current period, a decrease in employee
compensation and benefits of $25,582 to $188,202 from $213,784 during the
same period of 2001, and a decrease in other expenses of $51,102 to $226,357
from $277,459 in the same period of 2001. As a percentage of revenues,
expenses were approximately 123.4% in the current period compared to 117.1%
in the comparable 2001 period.
As a result of the foregoing and the payment of Preferred Stock dividends
of $10,035, the Company's net loss attributable to common stockholders for the
six months ended June 30, 2002 was $158,681 or $0.12 per common share,
compared to a net loss of $200,269 or $0.15 per common share for the
comparable 2001 period.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2002, the Company had cash and cash equivalents of
$205,742 compared to $298,319 at December 31, 2001, a decrease of $92,577 or
approximately 31.0%. This decrease is attributable to net cash used in its
operating activities of $132,582, which was primarily offset by net cash of
$40,545 in financing activities, net cash provided by financing activities
was derived from the net proceeds from issuance of Series A Preferred Stock
after note payable payments and Preferred Stock dividends.
The Company utilizes one $6,000,000 warehouse line of credit for its
Daily mortgage loan funding operations. Interest on 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 June 30, 2002, the
Company had borrowed $2,605,172 from its warehouse line of credit representing
approximately $2,665,333 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.
During the six month period ended June 30, 2002, the Company had received
and accepted two additional subscriptions aggregating $60,000 from
non-affiliated accredited investors. An underwriting fee of $5,000 was
charged in conjunction with one of these subscriptions, resulting in total
net proceeds during the six month period ended June 30, 2002 of $55,000.
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.
During April 2002, the Company moved its offices to 1280 Rt. 46,
Parsippany, New Jersey.
As of June 30, 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. 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
or it's subsidiaries. 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 2. Changes in Securities and Use of Proceeds
During the six month period ended June 30, 2002, the Company issued
60,000 shares of its Series A Cumulative Convertible Participating
Preferred Stock for $55,000 in net cash proceeds after payment of
underwriting fees. The sale was made pursuant to the exemptions from
registration in Section 4(2) and/or Regulation D of the Securities Act
of 1933.
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 14, 2002 By:_s/Richard G. Gagliardi____________
Richard G. Gagliardi
Chairman, President and Chief
Executive Officer (Principal)
Executive and Financial Officer)