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: June 30, 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
August 4, 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)
_______________________________________________________________________________
June 30, December 31,
___2003___ ____2002____
______________ASSETS________________
Current Assets
Cash and cash equivalents $ 516,186 $ 376,425
Mortgage loans held for sale 7,085,200 4,742,984
Prepaid expenses & other current assets 36,779 61,798
Total Current Assets 7,638,165 5,181,207
Restricted Cash 39,000 -
Land Development Costs - 163,590
Property & Equipment, net of accumulated
depreciation & amortization 7,638 2,178
Total Assets 7,684,803 5,346,975
__LIABILITIES AND STOCKHOLDERS' EQUITY__
Current Liabilities:
Warehouse finance facility 6,939,523 4,651,301
Current maturities of notes expenses 60,563 152,945
Deferred income 5,720 11,637
Accounts payable, accrued expenses
and other current liabilities 277,982 179,420
Total Current Liabilities 7,283,788 4,995,303
Notes Payable Net of Current Maturities - 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 (3,841,872) (3,909,279)
Subtotal 472,160 404,753
Treasury Stock, 21,019 shares at cost (71,145) (71,145)
Total Stockholders' Equity 401,015 333,608
Total Liabilities and Stockholders' Equity 7,684,803 5,346,975
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,
__2003__ __2002__ __2003__ __2002__
Revenues:
Mortgage origination fees $ 735,967 $ 211,318 $1,200,027 $ 432,511
Land Sales - - 175,000 -
Application and commitment fees 19,675 5,175 35,920 13,870
Mortgage interest income 141,920 88,974 290,263 197,435
Total revenues 897,562 305,467 1,701,210 643,816
Expenses:
Employee compensation & benefits 99,752 94,873 181,183 188,202
Commissions 468,600 141,834 748,311 304,644
Other expenses 163,350 113,934 306,105 226,357
Land development costs 20,000 - 186,765 -
Interest expense 98,704 36,487 192,957 75,172
Total expenses 850,406 387,128 1,615,321 794,375
Income/(Loss) from operations 47,156 (81,661) 85,889 (150,559)
Other income 489 828 728 1,913
Income/(Loss) before provision for
income taxes 47,645 (80,833) 86,617 (148,646)
Provision for income taxes 7,460 - 7,460 -
Net Income/(Loss) 40,185 (80,833) 79,157 (148,646)
Dividends on Preferred Stock 6,500 5,250 11,750 10,035
Earnings/(Loss) Attributable to
Common Stockholders 33,685 (86,083) 67,407 (158,681)
Earnings/(Loss) Per Common Share
Basic $ 0.03 $ (.07) $ 0.05 $ 0.12
Diluted $ 0.03 $ (.07) $ 0.05 $ 0.12
Weighted Average Number of Shares
Of Common Stock outstanding:
Basic 1,295,970 1,295,970 1,295,970 1,295,970
Diluted 1,530,970 1,295,970 1,530,970 1,295,970
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, 2003_ _June 30, 2002_
Cash flows from operating activities:
Net Income/(loss) $ 79,157 $ (148,646)
Adjustments to reconcile net income/(loss) to
net cash provided by/(used in) operating activities:
Depreciation and amortization 1,342 1,667
Changes in assets & liabilities:
Mortgage loans held for sale (2,342,216) 746,555
Prepaid expenses &
other current assets 25,019 20,634
Land development costs 163,590 (2,078)
Warehouse finance facility 2,288,222 (731,186)
Deferred income (5,917) 1,433
Accounts payable, accrued expenses
and other current liabilities 92,687 (20,961)
Net cash provided by/(used in)operating activities 301,884 (132,582)
Cash flows from investing activities:
Purchases of fixed assets (6,802) (540)
Increase in restricted cash (39,000) -
Net cash used in investing activities (45,802) (540)
Cash flows from financing activities:
Payments of notes payable (110,446) (9,670)
Proceeds from issuance of Preferred Stock - 55,000
Payment of Preferred Stock Dividends ( 5,875) (4,785)
Net cash (used in)/provided by
financing activities (116,321) 40,545
Net increase/(decrease) in cash and cash equivalents 139,761 (92,577)
Cash and cash equivalents at beginning of period 376,425 298,319
Cash and cash equivalents at end of period $ 516,186 $ 205,742
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ 195,845 $ 76,799
Income taxes 3,300 -
Supplemental schedule of non-cash investing and financing activities:
Accrued dividend charged to accumulated deficit $ 5,875 $ 5,250
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 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 Companys 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 and six months ended June 30, 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 and six months ended June 30, 2003, by the weighted
average shares outstanding. Since the Company reported losses for the three and
six months ended June 30, 2002, the diluted loss per share is the same as the
basic, as any potentially dilutive securities would reduce the loss. For the
three and six months ended June 30, 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 and six months ended June 30, 2003 and 2002 was as follows:
For the Three months ended June 30,
2003 2002
Weighted- Weighted-
Average Per Share Average Per Share
Earnings Shares Amount Loss Shares Amount
Earnings/(loss)
available to common
shareholders $33,685 - - $(86,083) - -
Basic Earnings/
(loss) per common
share $33,685 1,295,970 $.03 $(86,083) 1,295,970 $(.07)
Effect of dilutive
securities:
Preferred stock 6,500 235,000 - - - -
Diluted earnings/
(loss) per common
share $40,185 1,530,970 $.03 $(86,083) 1,295,970 $(.07)
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2. EARNINGS/(LOSS) PER SHARE (Continued)
For the Six months ended June 30,
2003 2002
Weighted- Weighted-
Average Per Share Average Per Share
Earnings Shares Amount Loss Shares Amount
Earnings/(loss)
available to common
shareholders $67,407 - - $(158,681) - -
Basic Earnings/
(loss) per common
share $67,407 1,295,970 $.05 $(158,681) 1,295,970 $(.12)
Effect of dilutive
securities:
Preferred stock 11,750 235,000 - - - -
Diluted earnings/
(loss) per common
share $79,157 1,530,970 $.05 $(158,681) 1,295,970 $(.12)
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, 2003
Revenues $1,526,210 175,000 - $1,701,210
Segment Profit (Loss) 167,997 (22,457) (66,383) 79,157
Net identifiable assets $7,672,693 $ 11,675 $ 435 $7,684,803
CFC AADC Parent Total
June 30, 2002
Revenues $ 643,816 - - $ 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
4. CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and in the bank as well as
short-term securities held for the primary purpose of general liquidity. Such
securities normally mature within three months from the date of acquisition.
5. RESTRICTED CASH
In conjunction with the sale of its 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.
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6. WAREHOUSE LINE OF CREDIT
In April 2003, the Company increased its existing warehouse line of credit
to $10,000,000. 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 Companys President.
7. INCOME TAXES
Income taxes for the three and six months ended June 30, 2003 and 2002
were different than the expected tax determined by applying the statutory
federal income tax rate to income (loss) before provision for (benefit from)
income taxes. The reasons for this difference were primarily due to benefits
from the utilization of federal net operating loss carryforwards.
Item 2.
AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES
MANAGEMENTS 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 of 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 Companys 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, 2003 Compared to the Three Months Ended
June 30, 2002.
Total revenues for the three months ended June 30, 2003 were $897,562
compared to $305,467 for the three months ended June 30, 2002, an increase of
$592,095 or approximately 193.8%. The increase was primarily attributable to an
increase in mortgage origination fees to $735,967 from $211,318 or approximately
248.3% in the comparable 2002 period made by Capital Financial Corp. (Capital)
the Companys mortgage banking subsidiary.
To a lesser extent, the increase was attributable to an increase in
mortgage interest income of $52,946 or 59.5%, to $141,920 from $88,974 during
the comparable 2002 period. Application fee and commitment fee income increased
by $14,500 or approximately 280.2% to $19,675 from $5,175 in the comparable 2002
period. The increase in mortgage origination fees, application and commitment
fees, and interest income are attributable to the Companys increase in the
number of mortgage applications received and closed during the period. This was
primarily a result of lower interest rates and a greater amount of mortgage
refinancing applications and closings received by the Company during the period.
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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 June 30, 2003, the Company continued its close business
relationship with one of its wholesale mortgage banking customers and during the
period has received a larger percentage of its overall mortgage production than
it had experienced in the past. In addition, because of the amount, regularity
and type of mortgage loans that this relationship 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 has received approval to
sell mortgages in bulk, "pools", to an 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 June 30, 2003 Capital closed 129 residential
mortgage loans in the principal amount of $28,063,543 compared to 55 loans
closed in the principal amount of $10,805,321 in the three months ended June 30,
2002. At June 30, 2003, the Company had approximately 107 residential mortgage
applications in process in the principal amount of $23,712,856 compared to 72
residential mortgage applications in process in the principal amount of
$11,439,919 at June 30, 2002.
Total expenses for the three months ended June 30, 2003 were $850,406, an
increase of $463,278 or approximately 119.7% from $387,128 in the comparable
2002 period primarily due to an increase of $326,766 in the Companys sales
commission which was directly attributable to a greater dollar amount of
mortgage loan closings, an increase in interest expense of $62,217, due to
increased utilization of the Companys warehouse line of credit as a result of a
greater amount of closed mortgage loans, an increase in employee compensation of
$4,879, and an increase in other expenses of $49,416 which were a result of
increased costs related to certain business expenses such as rent, equipment,
supplies, postage and miscellaneous office expenses. Included in increased
other expenses is accounting and legal fees. The Companys ongoing litigation
costs are expected to continue for the foreseeable future and continue to have a
material adverse effect on the Companys business as well as liquidity. As a
percentage of revenues, expenses were approximately 94.8% in the current period
compared to approximately 126.7% in the comparable 2002 period.
As a result of the foregoing, and the payment of Preferred Stock dividends,
the Companys earnings attributable to common stockholders for the three months
ended June 30, 2003 was $33,685 or $0.03 per common share, compared to a loss of
$86,083, or $0.07 per common share in the comparable 2002 period.
SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2002.
Total revenues for the six months ended June 30, 2003 were $1,701,210
compared to $643,816 for the six months ended June 30, 2002, an increase of
$1,057,394 or approximately 164.2%. The increase was primarily attributable to
an increase in mortgage origination fees to $1,200,027 during the 2003 period
from $432,511 in the comparable 2002 period, $175,000 in land sales during the
period as compared to an absence of land sales during the comparable 2002
period, an increase of $92,828 or 47.0% in mortgage interest income to $290,263
from $197,435 in the comparable 2002 period, and to a lesser extent an increase
in mortgage application and commitment fees of $22,050 to $35,920 from $13,870
in the comparable 2002 period. The increase in mortgage applications was
primarily a result of lower interest rates producing a
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larger amount of refinance applications during the 2003 period. The
continuation of interest rates at the current or lower levels is expected to
have a positive effect on the Companys 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, 2003, Capital closed 241 residential
mortgage loans in the principal amount of $51,409,022 compared to 109 loans
closed in the principal amount of $20,961,310 in the six months ended June 30,
2002.
Total expenses for the six months ended June 30, 2003 were $1,615,321, an
increase of $820,946 or approximately 103.3% from $794,375 in the comparabl3
2002 period due to land and development costs during the 2003 period of $186,765
as compared to an absence of land development costs during the same period in
2002, an increase in interest expense of $117,785 to $192,957 from $75,172 or
approximately 156.7% during the same period in 2002, an increase in commission
of $443,667 to $748,311 from $304,644 or approximately 145.6% during the same
period of 2002 due to a greater number of mortgage loan closings during the
current period, an increase in other expenses of $79,748 to $306,105 from
$226,357 in the same period of 2002, and a decrease in employee compensation and
benefits of $7,019 to $181,183 from $188,202 during the same period of 2002. As
a percentage of revenues, expenses were approximately 94.9% in the current
period compared to 123.4% in the comparable 2002 period.
As a result of the foregoing, the provision for income taxes and Preferred
Stock dividends, the Companys earnings attributable to common stockholders for
the six months ended June 30, 2003 was $67,407 or $0.05 per common share,
compared to a net loss of $158,681 or $0.12 per common share for the comparable
2002 period.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2003, the Company had cash and cash equivalents of $516,186
compared to $376,425 at December 31, 2002, an increase of $139,761 or
approximately 37.1%. This increase is attributable to net cash provided by its
operating activities of $301,884, which was primarily offset by net cash of
$116,321 used in financing activities and net cash used in investing activities
of $45,802.
The Company utilizes one $10,000,000 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, 2004. Whenever possible the Company employs its available
cash to fund mortgage loans which generate 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, 2003, the Company had borrowed $6,939,523 from its
warehouse line of credit representing approximately $7,085,200 in closed loans
ready for sale.
On March 21, 2003, the Companys real estate subsidiary, American Asset
Development Corporation, 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.
In April 2003, the Company increased its existing warehouse line of credit
to $10,000,000.
-9-
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.
An evaluation was carried out under the supervision and with the
participation of the Companys management, including the Chief Executive Officer
(CEO) who also serves as the Chief Financial Officer (CFO), of the effectiveness
of the Companys disclosure controls and procedures as of the end of the quarter
ended June 30, 2003. Based on that evaluation, the CEO/CFO has concluded that
the Companys disclosure controls and procedures are effective to provide
reasonable assurance 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. In
addition, during the quarter ended June 30, 2003 there were no significant
changes in the Companys 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
31 Certification of Chief Executive and Financial Officer pursuant
Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive and Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
(b) No Reports on Form 8-K were filed during the quarter ended
June 30, 2003.
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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, 2003 By:_s/Richard G. Gagliardi__________
Richard G. Gagliardi
Chairman, President and Chief
Executive Officer (Principal
Executive and Financial Officer)
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