UNITED STATES
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, 2003
___ 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)
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 April 18, 2003 there were 1,316,989 shares of the issuer's 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,
___2003___ ____2002____
_____________ASSETS________________
Cash $ 311,994 $ 376,425
Mortgage loans held for sale 8,561,497 4,742,984
Prepaid expenses &
other current assets 103,952 61,798
Total Current Assets 8,977,443 5,181,207
Restricted Cash 39,000 -
Land Development Costs - 163,590
Property & Equipment,
net of accumulated
depreciation & amortization 4,266 2,178
Total Assets 9,020,709 5,346,975
__LIABILITIES AND STOCKHOLDERS' EQUITY__
Current Liabilities:
Warehouse finance facility 8,383,717 4,651,301
Current maturities of notes payable 58,624 152,945
Deferred income 16,442 11,637
Accounts payable, accrued expenses
and other current liabilities 188,461 179,420
Total Current Liabilities 8,647,244 4,995,303
Notes Payable Net of Current Maturities 6,135 18,064
COMMITMENTS AND CONTINGENCIES
Stockholders' Equity:
Series B Cumulative Convertible
Participating Preferred stock, no
par value; 300,000 shares authorized,
25,000 shares issued and outstanding
(liquidation preference $25,000) 25,000 25,000
Series A Cumulative Convertible
Participating Preferred Stock, no
par value; 600,000 shares authorized,
210,000 issued and outstanding
(liquidation preference $210,000) 205,000 205,000
Common stock, no par value; 10,000,000
Shares authorized, 1,316,989 issued
and 1,295,970 outstanding 3,852,825 3,852,825
Additional paid in capital 231,207 231,207
Accumulated deficit (3,875,557) (3,909,279)
Sub Total 438,475 404,753
Treasury Stock, 21,019 shares at cost (71,145) (71,145)
Total Stockholders' Equity 367,330 333,608
Total Liabilities and
Stockholders' Equity 9,020,709 5,346,975
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,______
____2003____ ____2002____
Revenues:
Mortgage origination fees $ 464,060 $ 221,193
Land Sales 175,000 -
Application and commitment fees 16,245 8,695
Mortgage interest income 148,343 108,461
Total revenues 803,648 338,349
Expenses:
Employee compensation & benefits 81,431 93,329
Commissions 279,711 162,810
Other expenses 142,755 117,423
Interest expense 94,253 38,685
Land development expense 166,765 -
Total expenses 764,915 412,247
Income/(Loss) from operations 38,733 (73,898)
Other income 239 1,085
Income/(Loss) before provision for
income taxes 38,972 (72,813)
Provision for income taxes - -
Net Income/(Loss) 38,972 (72,813)
Dividends on Preferred Stock 5,250 4,785
Earnings/(Loss) Attributable to
Common Stockholders 33,722 (77,598)
Earnings/(Loss) Per Common Share
Basic $ 0.03 $ (.06)
Diluted $ 0.03 $ (.06)
Weighted Average Number of Shares
Of Common Stock outstanding:
Basic 1,295,970 1,295,970
Diluted 1,530,970 1,295,970
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,____
____2003___ ____2002___
Cash flows from operating activities:
Net Income/(loss) $ 38,972 $ (72,813)
Adjustments to reconcile net income/
(loss)to net cash provided by/(used
in) operating activities:
Depreciation and amortization 671 753
Changes in:
Mortgage loans held for sale (3,818,513) 91,249
Prepaid expenses &
other current assets (42,154) 17,878
Land development costs 163,590 (2,366)
Warehouse finance facility 3,732,416 (89,078)
Deferred income 4,805 6,455
Accounts payable & accrued expenses 9,041 (5,894)
Net cash provided by/(used in)
operating activities 88,828 (53,816)
Cash flows from investing activities:
Purchases of fixed assets (2,759) (540)
Increase in restricted cash (39,000) -
Net cash used in investing activities (41,759) (540)
Cash flows from financing activities:
Payments of notes payable (106,250) (4,581)
Proceeds from issuance of
Preferred Stock - 60,000
Payment of Preferred Stock Dividends (5,250) -
Net cash (used in)/provided by
financing activities (111,500) 55,419
Net increase/(decrease) in
cash and cash equivalents (64,431) 1,063
Cash and cash equivalents
at beginning of period 376,425 298,319
Cash and cash equivalents
at end of period $ 311,994 $ 299,382
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ 95,885 $ 44,076
Income taxes - -
Supplemental schedule of non-cash investing and financing activities:
Accrued dividend charged to
accumulated deficit $ 5,250 $ 4,785
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 2002 Annual Report on Form 10-KSB.
Reference is made to the Company's annual financial statements for the year
ended December 31, 2002, for a description of the accounting policies which
have been continued without change. Also refer to the footnotes within 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, 2003 are not necessarily
indicative of the results of the full year.
2. EARNINGS/(LOSS) PER SHARE
Basic earnings/(loss) per common share is computed by dividing
earnings/(loss) available to common shareholders by the weighted average number
of shares outstanding for the period.
Diluted earnings/(loss) per common share is computed by dividing
earnings/(loss) available to common shareholders, adjusted for preferred
stock dividends for the three months ended March 31, 2003, by the weighted
average shares outstanding. Since the Company reported a loss for the three
months ended March 31, 2002, the diluted loss per share is the same as the
basic, as any potentially dilutive securities would reduce the loss. For the
three months ended March 31, 2003, diluted earnings per share assumes the
outstanding shares of common stock were increased by the number of shares
issuable upon conversion of the 10% Series A and B Preferred Stock. The
effect of conversion of 75,000 stock options outstanding are excluded as the
effect would be antidilutive.
A reconciliation of the basic and diluted earnings (loss) per common share
for the three months ended March 31, 2003 and 2002 was as follows:
For the Three months ended March 31,
2002 2003
Weighted- Weighted-
Average Per Share Average Per Share
Earnings Shares Amount Loss Shares Amount
Earnings/(loss)
available to common
shareholders $33,722 $(77,598)
Basic Earnings/
(loss) per common
share $33,722 1,295,970 $.03 $(77,598) 1,295,970 $(.06)
Effect of dilutive
securities:
Preferred stock 5,250 235,000
Diluted earnings/
(loss) per common
share $38,972 1,530,970 $.03 $(77,598) 1,295,970 $(.06)
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, 2003
Revenues $ 628,648 175,000 - $ 803,648
Segment Profit (Loss) 67,581 (2,409) (26,200) 38,972
Net identifiable assets $9,002,087 $ 11,723 $ 6,899 $9,020,709
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
4. RESTRICTED CASH
In conjunction with the sale of the remaining land lot, the Company was
required to deposit $39,000 of the proceeds into a restricted escrow account
to secure an outstanding letter of credit for the same amount. The letter of
credit expires in December 2003 and accordingly the cash will no longer be
restricted.
5. SUBSEQUENT EVENTS
In April 2003, the Company increased its existing warehouse line of credit
to $10,000,000.
Item 2.
AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
__________________________________________________________________________
"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 March 31, 2003 Compared to the Three Months
Ended March 31, 2002.
Total revenues for the three months ended March 31, 2003 were $803,648
compared to $338,349 for the three months ended March 31, 2002, an increase of
$465,299 or approximately 137.5%. The increase was primarily attributable to
an increase in mortgage origination fees to $464,060 from $221,193 or
approximately 109.8% in the comparable 2002 period, an increase in mortgage
interest income to $148,343 or approximately 36.8% from $108,461 and to a
lesser extent an increase in application fee and commitment fee income of
$7,550 or approximately 86.8% to $16,245 from $8,695 in the comparable 2002
period from Capital Financial Corp. ("Capital"), the Company's mortgage
banking subsidiary. In addition, the Company had revenues during the three
months ended March 31, 2003 of $175,000 from the sale of a building lot by
its wholly owned real estate development subsidiary, American Asset
Development Corp. ("Development"). The Company continued to see an increase
in mortgage refinance applications in the 2003 period due to a decrease in
interest rates during the period and continued focusing its efforts on
expanding its wholesale business. During the three month period ended
March 31, 2003, the Company continued to establish a closer business
relationship with one of its wholesale mortgage banking customers and
during the period has received a larger percentage of the customers overall
mortgage production than it had experienced in the past. In addition,
because of the amount, regularity and type of mortgage loans that this
improved relationship now generates, the Company has a goal of selling pools
of mortgages, also referred to as "bulk sales", to institutional and other
investors rather than one at a time sales as it presently conducts its
business.The Company believes it can generate greater revenues per mortgage
sold by this pooling method and had received approval during the second
quarter of 2002 from a major institutional investor to sell mortgages in bulk,
"pools", to that institutional investor. The Company also believes there are
numerous other entities that it may make bulk sales to. Further, the Company
believes, though there can be no assurance, that through pooling it can
increase its wholesale customers and business volume, as a result of being
able to offer more competitive rates and higher compensation to its wholesale
customers while still increasing its net revenues per loan on a percentage
basis.
During the three months ended March 31, 2003 Capital received 162
Mortgage applications aggregating a principal amount of $34,371,460 compared
to 90 applications aggregating a principal amount of $18,703,503 during
the period ending March 31, 2002. The increase of 72 or approximately
80% in number of applications is an increase of $15,667,957 or
approximately 83.8% in principal amount when compared to the three months
ended March 31, 2002. The increase in applications was primarily a
result of lower interest rates which resulted in an increased amount of
refinance applications. In addition, the increase is due to the Company
modifying key mortgage programs which resulted in additional wholesale sources
of mortgage originations during the 2003 period. During the three months
ended March 31, 2003, Capital closed 112 residential mortgage loans
aggregating approximately $23,345,479 compared to 56 closed loans aggregating
approximately
$10,155,989 an increase in number of 56 or 100% and an increase in amount of
$13,189,490 or approximately 129.9% when compared to the three months ended
March 31, 2002. At March 31, 2003, the Company had approximately 104
residential mortgage applications in process in the principal amount of
$23,842,442 compared to 30 residential mortgage applications in process in the
principal amount of $6,793,408 at March 31, 2002, an increase of 74 in number
or approximately 247% and an increase of $17,049,032 in amount, or
approximately 251%.
Total expenses for the three months ended March 31, 2003, were $764,915,
an increase of $352,668 or approximately 85.5% from $412,247 in the comparable
2002 period. The increase in expenses was primarily due to an increase in land
development costs of $166,765 as compared to none during the comparable 2002
period, an increase in commissions of $116,901 which was an approximate 71.8%
increase from $162,810 during the same period in 2002 to $279,711 during the
period ended March 31, 2003, a $25,332 increase, or approximately 21.6%, in
other expenses from $117,423 during the three months ended March 31, 2002 to
$142,755 during the three months ended March 31, 2003 and an increase of
$55,568 or approximately 143.6% in interest expense to $94,253 from $38,685
in the same period of 2002. This was partially offset by a decrease in
employee compensation and benefits of $11,898 or approximately 12.7% from
$93,329 during the same period in 2002 to $81,431 during the period ended
March 31, 2003. As a percentage of revenues, expenses were approximately
95.2% in the current period compared to 121.8% in the comparable 2002 period.
The increase in total expenses was attributable to development costs of the
remaining building lot owned and sold by the Company during the period ended
March 31, 2003. In addition the balance of increased total expenses was
primarily attributable to increased operating costs associated with the
increase in mortgage loans closed during the reporting period. These costs
primarily consist of commissions paid to wholesale and other sources of
mortgage originations, interest and fees paid to the Company's warehouse
credit facility and, to a lesser extent, increased accounting and legal
expenses.
As a result of the foregoing and the declaration of preferred stock
dividends of $5,250, the Company's earnings attributable to common
stockholders for the three months ended March 31, 2003 was $33,722 or
$0.03 per common share, compared to a net loss of $77,598 or $0.06 per
common share for the three months ended March 31, 2002.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2003, the Company had cash and cash equivalents of
$311,994 compared to $376,425 at December 31, 2002, a decrease of $64,431 or
approximately 17.1%. This decrease is primarily attributable to net cash used
in financing activities of $111,500 which is comprised of $106,250 used in the
repayment of loans and $5,250 used in the payment of preferred stock dividends
during the three month period ending March 31, 2003. In addition, $41,759 was
used in investing activities to purchase fixed assets for $2,759 and to
increase restricted cash by $39,000. This was partially offset by net cash
provided by operating activities of $88,828 which includes the net operating
income for the period before Preferred Stock dividends of $38,972 and the net
amount of $163,590 received from the sale of land during the period.
The Company utilizes one warehouse line of credit for its daily mortgage
loan funding operations. In April 2003 the borrowing limit on this line of
credit increased from $9,000,000 to $10,000,000. 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, 2004. 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, 2003, the
Company had borrowed $8,383,717 from its warehouse line of credit representing
approximately $8,561,497 in closed loans ready for sale. Funds from this line
of credit are used for 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.
During December 2002, the Company commenced an offering of up to $300,000
of its 10% Series B, Cumulative Convertible Participating Preferred Stock.
As of December 31, 2002, the Company had received and accepted one
subscription in the amount to of $25,000 from one of its directors. As of
March 31, 2003, the Company had not received any additional subscriptions.
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.
On March 21, 2003, Development sold its remaining land lot for $175,000.
A portion of the proceeds was used to repay the mortgage on the property
including accrued interest, and $39,000 was deposited in an escrow account to
secure an outstanding letter of credit which expires on December 31, 2003.
The Company estimates that it will require additional capital in order to
successfully implement its future operational plans beyond January 2004. 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.
Item 3. Controls and Procedures
Within the 90-day period prior to the filing of this report, an
Evaluation was carried out under the supervision and with the participation
of the Company's management, including the Chief Executive Officer ("CEO") who
also serves as the Chief Financial Officer ("CFO"), of the effectiveness of
the Company's disclosure controls and procedures. Based on that evaluation,
the CEO/CFO has concluded that the Company's disclosure controls and
procedures are effective to ensure that all information required to be
disclosed by the Company in reports that it files or submits under the
Securities and Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange
Commission rules and forms. Subsequent to the date of their evaluation, there
were no significant changes in the Company's internal controls or in other
factors that could significantly affect the internal controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
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, 2002 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 -
99.1 Certification of Chief Executive and Financial
Officer pursuant to section 906 of the Sarbanes-Oxley
Act of 2002.
10.2 Lease Agreement for Capital Financial Corp., Parsippany, NJ
10.3 Popular Warehouse Lending, LLC Warehouse Line of Credit Agreement
(b) No Reports on Form 8-K were filed during the quarter ended
March 31, 2003.
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 9, 2003 By:_s/Richard G. Gagliardi____________
Richard G. Gagliardi
Chairman, President and Chief
Executive Officer (Principal
Executive and Financial Officer)
CERTIFICATION OF CHIEF EXECUTIVE AND FINANCIAL OFFICER
I, Richard G. Gagliardi, the Chief Executive Officer and Chief Financial
Officer of American Asset Management Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of American Asset
Management Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 9, 2003
By:_s_Richard G. Gagliardi
Richard G. Gagliardi,
Chief Executive Officer
and Chief Financial Officer