<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM TO
---------- ----------
COMMISSION FILE NUMBER 0-28894
ACCESS ANYTIME BANCORP, INC.
(Name of small business issuer in its charter)
DELAWARE 85-0444597
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
801 PILE STREET, CLOVIS, NEW MEXICO 88101
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (505) 762-4417
SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: None
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
COMMON STOCK $.01 PAR VALUE
(Title of class)
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 / /
1,217,336 Shares of Capital Stock $.01 par value
Outstanding as of July 31, 1998
Transitional Small Business Disclosure Format (check one): Yes / / No /X/
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
------
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Unaudited Consolidated Statements of Financial Condition . . . . . 3
Unaudited Consolidated Statements of Operations. . . . . . . . . . 4
Unaudited Consolidated Statement of Stockholders' Equity . . . . . 5
Unaudited Consolidated Statements of Cash Flows. . . . . . . . . . 6 - 7
Notes to Consolidated Financial Statements (Unaudited) . . . . . . 8 - 12
Item 2 - Management's Discussion and Analysis or Plan of Operation. . . . . 13 - 16
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . 17
Item 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . 17
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
The following unaudited consolidated financial statements include all
adjustments, which in the opinion of management, are necessary in order to
make such financial statements not misleading.
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
ASSETS June 30, December 31,
1998 1997
------------ ------------
<S> <C> <C>
Cash and cash equivalents $ 6,697,080 $ 6,814,126
Certificates of deposit 2,380,000 1,530,000
Securities available-for-sale (amortized cost of $13,361,599 and $15,036,150) 13,304,268 15,032,085
Securities held-to-maturity (aggregate fair value of $11,960,396 and
$18,803,081) 12,026,130 18,947,399
Loans held-for-sale (aggregate fair value of $767,927 and $304,150) 752,379 297,873
Loans receivable 75,981,988 58,172,494
Interest receivable 632,297 585,730
Real estate owned 84,503 76,091
FHLB stock 767,634 1,667,434
Premises and equipment 2,209,560 2,054,247
Servicing rights 373,346 331,296
Organizational cost, net of accumulated amortization of $68,993 and $48,055 136,101 157,039
Deferred tax asset 1,366,961 1,402,032
Other assets 208,730 145,372
------------ ------------
Total assets $116,920,977 $107,213,218
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $100,964,802 $ 97,412,005
Federal Home Loan Bank advances 5,750,000 --
Accrued interest and other liabilities 360,170 358,154
Advanced payments by borrowers for taxes and insurance 577,640 297,837
------------ ------------
Total liabilities 107,652,612 98,067,996
------------ ------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; 4,000,000 shares authorized; none issued -- --
Common stock, $.01 par value; 6,000,000 shares authorized; 1,217,336
shares issued and outstanding in 1998 and 1997 12,173 12,173
Capital in excess of par value 9,488,405 9,477,405
Accumulated deficit (194,374) (341,673)
Accumulated other comprehensive income, net of tax (37,839) (2,683)
------------ ------------
Total stockholders' equity 9,268,365 9,145,222
------------ ------------
Total liabilities and stockholders' equity $116,920,977 $107,213,218
------------ ------------
------------ ------------
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
3
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
Three Month Periods Ended Six Month Periods Ended
June 30, June 30,
-------------------------- -------------------------
1998 1997 1998 1997
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Interest income:
Loans receivable $1,501,844 $1,105,420 $2,829,386 $2,117,789
U.S. government agency securities 13,472 25,290 39,538 49,100
Mortgage-backed securities 383,749 625,626 841,460 1,303,368
Other interest income 100,813 65,032 171,734 130,332
---------- ---------- ---------- ----------
Total interest income 1,999,878 1,821,368 3,882,118 3,600,589
---------- ---------- ---------- ----------
Interest expense:
Deposits 1,050,819 1,038,164 2,065,856 2,074,105
FHLB advances 78,222 1,485 104,715 12,814
---------- ---------- ---------- ----------
Total interest expense 1,129,041 1,039,649 2,170,571 2,086,919
---------- ---------- ---------- ----------
Net interest income before provision for
loan losses 870,837 781,719 1,711,547 1,513,670
Provision for loan losses charged 19,133 44,655 54,303 67,439
---------- ---------- ---------- ----------
Net interest income after provision
for loan losses 851,704 737,064 1,657,244 1,446,231
---------- ---------- ---------- ----------
Noninterest income:
Loan servicing and other fees 72,858 87,766 145,987 171,656
Net realized gains on sales of available-
for-sale securities -- 3,000 -- 20,637
Net realized gains on sales of loans 67,227 24,261 120,495 61,716
Real estate operations, net -- 271 -- 360
Other income 84,455 88,595 178,934 184,634
---------- ---------- ---------- ----------
Total other income 224,540 203,893 445,416 439,003
---------- ---------- ---------- ----------
Noninterest expenses:
Salaries and employee benefits 504,681 436,453 986,239 841,034
Occupancy expense 125,524 95,320 238,594 199,058
Deposit insurance premium 30,573 70,015 60,951 129,209
Advertising 16,244 14,132 25,506 24,821
Real estate operations, net 259 -- 3,387 --
Professional fees 42,488 (59,331) 83,973 (32,014)
Other expense 257,119 248,559 503,529 476,610
---------- ---------- ---------- ----------
Total other expenses 976,888 805,148 1,902,179 1,638,718
---------- ---------- ---------- ----------
Income before income taxes 99,356 135,809 200,481 246,516
Income tax expense 26,291 -- 53,182 --
---------- ---------- ---------- ----------
Net income $ 73,065 $ 135,809 $ 147,299 $ 246,516
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Earnings per common share $ .06 $ .11 $ .12 $ .23
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Earnings per common share-assuming dilution $ .06 $ .11 $ .11 $ .23
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
Common Stock Accumulated
------------------------ Other
Capital In Comprehensive
Number Of Excess Of Accumulated Income,
Shares Amount Par Value Deficit Net of Tax Total
--------- ------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997 1,217,336 $12,173 $9,477,405 $(341,673) $(2,683) $9,145,222
Net income -- -- -- 147,299 -- 147,299
Common stock rights issued in lieu
of directors cash compensation -- -- 11,000 -- -- 11,000
Other comprehensive income -- -- -- -- (35,156) (35,156)
--------- ------- ---------- ---------- ---------- ----------
Balance at June 30, 1998 1,217,336 $12,173 $9,488,405 $(194,374) $(37,839) $9,268,365
--------- ------- ---------- ---------- ---------- ----------
--------- ------- ---------- ---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
Six Month Periods Ended
June 30,
------------------------
1998 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 147,299 $ 246,516
Adjustments to reconcile net income to cash provided
(used) by operating activities:
Depreciation 112,205 69,940
Deferred income taxes 35,071 --
Provision for loan losses charged 54,303 67,439
Amortization of premiums on investment securities 90,703 202,954
Amortization of organizational costs 20,938 17,551
Gain on sale of available-for-sale securities -- (20,637)
Gain on sale of loans held-for-sale (120,495) (61,716)
Proceeds from sales of loans held-for-sale 7,482,163 3,872,356
Originations of loans held-for-sale (7,816,174) (3,852,629)
Common stock rights issued in lieu of directors
compensation 11,000 --
(Gain) loss on foreclosed real estate 3,000 (813)
Loss on disposition of assets 1,100 --
Net (increase) decrease in accrued interest receivable
and other assets (132,820) 203,752
Increase (decrease) in accrued expense and other liabilities (44,551) 3,257
------------ -----------
Net cash provided by (used in) operating activities (156,258) 747,970
------------ -----------
Cash flows from investing activities:
Proceeds from maturities and principal repayments of
available-for-sale securities 1,639,707 1,652,006
Proceeds from maturities and principal repayments of
held-to-maturity securities 6,883,520 3,902,492
Proceeds from sales of available-for-sale-securities -- 5,376,284
Net (increase) decrease in sale of FHLB stock 899,800 (46,000)
Net increase in certificates of deposit (850,000) (1,199,572)
Net increase in loans (17,863,797) (6,851,499)
Proceeds from sales of foreclosed real estate 16,000 19,600
Purchases of premises and equipment (268,618) (12,018)
------------ -----------
Net cash provided by (used in) investing activities (9,543,388) 2,841,293
------------ -----------
Cash flows from financing activities:
Net increase in deposits 3,552,797 (2,391,917)
Net change in other borrowed funds 5,750,000 (2,700,000)
Net increase in advance payments by borrowers for taxes
and insurance 279,803 181,236
Organizational costs incurred -- (17,960)
Rights offering costs incurred -- (164,419)
Proceeds from issuance of common stock -- 2,419,610
------------ -----------
Net cash provided by (used in) financing activities 9,582,600 (2,673,450)
------------ -----------
Increase (decrease) in cash and cash equivalents (117,046) 915,813
Cash and cash equivalents at January 1 6,814,126 2,199,227
------------ -----------
Cash and cash equivalents at June 30 $ 6,697,080 $ 3,115,040
------------ -----------
------------ -----------
</TABLE>
(Continued)
6
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
<TABLE>
Six Month Periods Ended
June 30,
------------------------
1998 1997
-------- --------
<S> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 2,026,073 $ 2,090,153
Income taxes -- --
Supplemental disclosure of non-cash investing and
financing activities
Loans to facilitate the sale of real estate owned 19,000 --
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
7
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 BASIS OF CONSOLIDATION AND PRESENTATION
Access Anytime Bancorp, Inc. (the "Company") is a thrift holding company for
its wholly-owned subsidiary FirstBank (the "Bank") and the Bank's
wholly-owned subsidiary, First Equity Development Corporation ("FEDCO"). The
consolidated financial statements include the accounts and transactions of
the Company, the Bank and FEDCO. All significant intercompany accounts and
transactions have been eliminated in consolidation.
The unaudited interim financial statements have been prepared by management
of the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted pursuant to
such rules and regulations, although management believes that the disclosures
included herein are adequate to make the information presented not
misleading. In the opinion of management, all adjustments (consisting of only
normal recurring accruals) considered necessary for presentation of the
information have been included. The December 31, 1997 consolidated statement
of financial condition, as presented herein, was derived from audited
financial statements, but does not include all disclosures required by
generally accepted accounting principles and should be read in conjunction
with the audited consolidated financial statements of the Company for the
year ended December 31, 1997.
8
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 SECURITIES
Securities have been classified in the consolidated statements of financial
condition according to management's intent. The carrying amount of
securities and their approximate fair value follow:
<TABLE>
Amortized Gross unrealized Fair
Cost Gains Losses Value
----------- ------- ------- -----------
<S> <C> <C> <C> <C>
AVAILABLE-FOR-SALE SECURITIES:
June 30, 1998:
Mortgage-backed securities:
GNMA adjustable rate $13,361,599 $27,692 $ 85,023 $13,304,268
----------- ------- -------- -----------
$13,361,599 $27,692 $ 85,023 $13,304,268
----------- ------- -------- -----------
----------- ------- -------- -----------
December 31, 1997:
Mortgage-backed securities:
GNMA adjustable rate $15,036,150 $69,199 $ 73,264 $15,032,085
----------- ------- -------- -----------
$15,036,150 $69,199 $ 73,264 $15,032,085
----------- ------- -------- -----------
----------- ------- -------- -----------
Amortized Gross unrealized Fair
Cost Gains Losses Value
----------- ------- ------- -----------
<S> <C> <C> <C> <C>
HELD-TO-MATURITY SECURITIES:
June 30, 1998:
Mortgage-backed securities:
FNMA participation certificates $ 3,611,331 $ -- $ 29,641 $ 3,581,690
FHLMC participation certificates 6,918,153 3,547 30,290 6,891,410
FHLMC adjustable rate 1,496,646 -- 9,350 1,487,296
----------- ------- -------- -----------
$12,026,130 $ 3,547 $ 69,281 $11,960,396
----------- ------- -------- -----------
----------- ------- -------- -----------
December 31, 1997:
Mortgage-backed securities:
FNMA participation certificates $ 4,362,078 $ -- $ 55,795 $ 4,306,283
FHLMC participation certificates 12,942,259 6,127 66,551 12,881,835
FHLMC adjustable rate 1,643,062 -- 28,099 1,614,963
----------- ------- -------- -----------
$18,947,399 $ 6,127 $150,445 $18,803,081
----------- ------- -------- -----------
----------- ------- -------- -----------
</TABLE>
9
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 3 LOANS HELD-FOR-SALE
The carrying amount of loans held-for-sale and their estimated fair value, as
determined on an aggregate basis, follows:
<TABLE>
Gross unrealized
Amortized ---------------------- Fair
Cost Gains Losses Value
----------- ------- ------- -----------
<S> <C> <C> <C> <C>
June 30, 1998 $ 752,379 $ 15,548 $ -- $ 767,927
December 31, 1997 297,873 6,277 -- 304,150
</TABLE>
NOTE 4 LOANS RECEIVABLE
The components of loans in the consolidated statements of financial condition
were as follows:
<TABLE>
June 30, December 31,
1998 1997
----------- ------------
<S> <C> <C>
First mortgage loans:
Conventional $57,795,492 $41,730,469
FHA insured and VA guaranteed 5,010,259 4,531,977
Consumer and installment loans 11,966,333 11,377,032
Construction loans 1,624,500 889,400
Other 1,567,992 1,167,782
----------- -----------
77,964,576 59,696,660
Less:
Loans in process 863,382 535,054
Unearned discounts, deferred loan fees, and other 600,148 461,765
Allowance for loan losses 519,058 527,347
----------- ------------
$75,981,988 $58,172,494
----------- ------------
----------- ------------
</TABLE>
An analysis of the changes in allowance for loan losses follows:
<TABLE>
Six Months Ended Year Ended
June 30, 1998 December 31, 1997
---------------- -----------------
<S> <C> <C>
Balance at beginning of year $527,347 $429,241
Loans charged-off (66,476) (61,597)
Recoveries 3,884 41,786
----------- ------------
Net loans charged-off (62,592) (19,811)
Provision for loan losses charged to operations 54,303 117,917
----------- ------------
Balance at end of period $519,058 $527,347
----------- ------------
----------- ------------
</TABLE>
10
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 4 LOANS RECEIVABLE (CONTINUED)
An analysis of the changes of loans to directors, executive officers, and major
stockholders is as follows:
<TABLE>
Six Months Ended Year Ended
June 30, 1998 December 31, 1997
---------------- -----------------
<S> <C> <C>
Balance at beginning of year $ 984,434 $ 315,605
Loans originated 134,162 904,375
Loan principal payments and other reductions (37,073) (235,546)
----------- ---------
Balance at end of period $ 1,081,523 $ 984,434
----------- ---------
----------- ---------
</TABLE>
NOTE 5 NON-PERFORMING ASSETS
The composition of the Bank's portfolio of non-performing assets is shown in the
following table:
<TABLE>
June 30, December 31,
1998 1997
----------- ------------
<S> <C> <C>
Non-accruing loans* $11,218 $ 6,935
Past due 90 days or more and still accruing 1,089 --
Other real estate 84,503 76,091
--------- ----------
Total non-performing assets $96,810 $83,026
--------- ----------
--------- ----------
Ratio of non-performing assets to total assets 0.08% 0.08%
--------- ----------
--------- ----------
</TABLE>
* Primarily loans which are past due for 90 days or more
11
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 6 NET INCOME PER SHARE
Net income per share has been computed by dividing net income available to
common stockholders for the period by the weighted average number of common
shares outstanding during the period. Net income per share has been computed
by dividing net income available to common stockholders for the period by the
weighted average number of common shares outstanding during the period
adjusted for the assumed exercise of outstanding stock options and other
contingently issuable shares of common stock. Net income for basic and
diluted earnings per share are the same, as there are no contingently
issuable shares of stock whose issuance would have impacted net income. A
reconciliation between basic and diluted weighted average common shares
outstanding follows:
<TABLE>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Weighted average common
shares - Basic 1,217,336 1,213,293 1,217,336 1,064,417
Plus effect of dilutive
securities:
Stock Options 89,407 1,516 81,930 83
Common Stock Rights 1,998 186 1,929 94
--------- --------- --------- ---------
Weighted average common
shares - Assuming Dilution 1,308,741 1,214,995 1,301,195 1,064,594
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
NOTE 7 COMPREHENSIVE INCOME
Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." Statement 130 establishes new rules for the reporting
and display of comprehensive income and its components. The adoption of this
Statement had no impact on the Company's net income or shareholders' equity.
Statement 130 requires the Company's unrealized gains and losses on its
available-for-sale securities, which prior to adoption were reported
separately in stockholders' equity, to be included in other comprehensive
income. Prior year financial statements have been reclassified to conform to
the requirements of Statement 130. During the three months ended March 31,
1998 and 1997, total comprehensive income, which was comprised of net income
and changes in unrealized gains and losses on available-for-sale securities,
amounted to approximately $74,116 and $166,792, respectively. During the six
months ended June 30, 1998 and 1997, total comprehensive income, which
consisted of the same components as did the three months ended March 31,
amounted to approximately $112,143 and $451,670, respectively.
12
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THE FOREGOING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH ACCESS ANYTIME
BANCORP, INC.'S ("THE COMPANY") 1997 ANNUAL REPORT ON FORM 10-KSB.
GENERAL
The Company is a Delaware corporation which was organized in 1996 for the
purpose of becoming the thrift holding company of FirstBank (the "Bank").
The Bank is a federally chartered stock savings bank conducting business from
three banking locations in Clovis and Portales, New Mexico and a loan
production office in Rio Rancho, New Mexico. The Bank has a wholly-owned
subsidiary which is currently inactive.
The Bank is principally engaged in the business of attracting retail and
commercial deposits from the general public and investing those funds in
first mortgage loans in owner occupied, single-family residential loans,
residential construction loans and commercial real estate loans. The Bank
also originates consumer loans, including loans for the purchase of
automobiles and home improvement loans, and commercial business loans
including Small Business Administration loans.
The most significant outside factors influencing the operations of the Bank
and other financial institutions include general economic conditions,
competition in the local market place and the related monetary and fiscal
policies of agencies that regulate financial institutions. More
specifically, the cost of funds, primarily consisting of deposits, is
influenced by interest rates on competing investments and general market
rates of interest. Lending activities are influenced by the demand for real
estate financing and other types of loans, which in turn is affected by the
interest rates at which such loans may be offered and other factors affecting
loan demand and funds availability.
FINANCIAL CONDITION
Total assets for the Company increased by $9,707,759 or 9.05%, from December
31, 1997 to June 30, 1998. The increase in assets was due to an increase of
approximately $18 million in loans receivable which were offset by a decrease
of approximately $7 million in securities held-to-maturity and $2 million in
securities available-for-sale. The increase in loans receivable was due to a
continued high volume of mortgage loans originations during the first
six-months of 1998. The decrease in investment securities were comprised
entirely of maturities and principal repayments and the proceeds were used to
support the loan growth.
Total liabilities increased by $9,584,616 or 9.77%, from December 31, 1997 to
June 30, 1998. An increase in FHLB advances of $5.75 million and
approximately $3.6 million in deposits were the primary cause of the increase
in total liabilities during the first six-months of 1998. The additional
funds generated from the growth of FHLB advances and deposits were used
primarily to support the loan growth during the period.
13
<PAGE>
CAPITAL ADEQUACY AND LIQUIDITY
CAPITAL ADEQUACY - Under the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 ("FIRREA") and the implementation of Office of Thrift
Supervision ("OTS") regulations on December 7, 1989, effective date of the
new capital standards, the Bank must have: (1) Tier 1 or core capital equal
to 3% of adjusted total assets and (2) total capital equal to 8.0% of
risk-weighted assets, which includes off-balance sheet items.
Under Federal Deposit Insurance Corporation Improvement Act ("FDICIA") to be
deemed "well capitalized" the minimum ratios the Bank must have are: (1) Tier
1 or core capital of 5% of adjusted total assets, (2) Tier 1 risk-based
capital of 6% of risk-weighed assets, and (3) total risk- based capital of
10% of risk weighted assets.
The following table is a reconciliation of the Bank's capital for regulatory
purposes at June 30, 1998 as reported to the OTS.
<TABLE>
Tier 1- Tier 1- Total
Core Risk-based Risk-based
Capital Capital Capital
------------ ---------- ----------
<S> <C> <C> <C>
Total regulatory assets $116,661,752
Net realized depreciation on
available-for-sale securities, net 37,839
Less intangible assets disallowed for
regulatory purposes (619,884)
-------------
Adjusted regulatory total assets $116,079,707
-------------
-------------
Risk-based assets $60,839,000 $60,839,000
----------- -----------
----------- -----------
Stockholders' equity $ 9,062,307 $ 9,062,307 $ 9,062,307
Net realized depreciation on available-
for-sale securities, net 37,839 37,839 37,839
General valuation allowance -- -- 519,058
Less intangible assets disallowed for
regulatory purposes (619,884) (619,884) (619,884)
------------- ------------ ------------
Regulatory capital 8,480,262 8,480,262 8,999,320
Regulatory capital required to be
"well capitalized" 5,803,985 3,650,340 6,083,900
------------- ------------ ------------
Excess regulatory capital $ 2,676,277 $ 4,829,922 $ 2,915,420
------------- ------------ ------------
------------- ------------ ------------
Bank's capital to adjusted regulatory assets 7.31%
-------------
-------------
Bank's capital to risk-based assets 13.94% 14.79%
------------ ------------
------------ ------------
</TABLE>
LIQUIDITY
Liquidity enables the Bank to meet withdrawals of its deposits and the needs
of its loan customers. The Bank maintains its liquidity position through
maintenance of cash resources and a core deposit base. A further source is
the Bank's ability to borrow funds. The Bank is a member of the Federal Home
Loan
14
<PAGE>
Bank ("FHLB") which provides a source of borrowings to the Bank for asset and
asset/liability matching. As of June 30, 1998, the Bank had $5,750 million
in FHLB borrowings.
RESULTS OF OPERATIONS
THREE-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED JUNE 30, 1998 AND 1997
Net income for the quarter ended June 30, 1998 was $73,065 compared to
$135,809 for the quarter ended June 30, 1997.
Net interest income before provision for loan losses increased by
approximately $89,000 to $871,000 for the three-month period ended June 30,
1998 compared to $782,000 for the same period in 1997. The increase in net
interest income before provision for loan losses was primarily caused by an
increase in loans receivable, see Note 4 in this form 10-QSB, which generated
a higher rate of income than the increase interest expenses in FHLB advances
and deposits. Interest income for the quarter ended June 30, 1998 increased
by $178,000 compared to an increase of $89,000 for interest expense. During
the second quarter of 1998 the provision for loan losses decreased to $19,000
compared to $45,000 in 1997.
Noninterest income increased by $21,000 to $225,000 in the three-months ended
June 30, 1998 compared to $204,000 in 1997. The increase was due to a
$43,000 increase in net realized gains on sales of 30 year mortgage loans and
a decrease of $15,000 in loan servicing and other fees.
Noninterest expense increased to $977,000 compared to $805,000 for the
quarter ended June 30, 1998 compared to the same quarter in 1997. The
increase in noninterest expense was primarily due to a $102,000 change in
professional fees, caused by a credit in 1997 from a lawsuit settlement.
Other contributors to the increase in noninterest expense were increases in
salaries and employee benefits of $68,000 and occupancy expense of $30,000.
Deposit insurance premiums decreased by $39,000. The income tax expense for
the second quarter of 1998 increased by $27,000 compared to no tax expense in
the same quarter in 1997.
SIX-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED JUNE 30, 1998 AND 1997
Net income for the six-month period ended June 30, 1998 was $147,299 compared
to $246,516 for the same period in 1997.
Net interest income before provision for loan losses increased by
approximately $198,000 or 13% to $1,712,000 for the six-month period ended
June 30, 1998 compared to $1,514,000 for the prior year. The increase in net
interest income before provision for loan losses was primarily caused by an
increase in loans receivable, which generated a higher rate of income than
the increase interest expenses in FHLB advances and deposits. Interest
income for the first six-months of 1998 increased by $282,000 compared to an
increase of $84,000 for interest expense. During the first half of 1998 the
provision for loan losses decreased by $13,000 to $54,000 as compared to the
first half of 1997.
15
<PAGE>
Noninterest income increased by $6,000 to $445,000 in the six-months ended
June 30, 1998 compared to $439,000 in 1997. The increase was due to a
$59,000 increase in net realized gains on sales of loans and decrease of
$26,000 in loan servicing and other fees. No realized securities gains have
occurred in 1998.
Noninterest expense increased to $1,902,000 compared to $1,639,000 for the first
six-months of 1997. The increase in noninterest expense was primarily due to
a $116,000 increase in professional fees (see the three-month comparative
analysis in this form 10-QSB.) Other contributors to the increase in
noninterest expense were increases in salaries and employee benefits of
$145,000 and occupancy expense of $40,000. Deposit insurance premiums
decreased by $68,000. The income tax expense for the six-months ended June
30, increased by $53,000 compared to no tax expense in the same period in
1997.
FORWARD-LOOKING STATEMENTS
When used in this Form 10-QSB, certain words or phrases are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to
certain risks and uncertainties - including, changes in economic conditions
in the Company's market area, changes in policies by regulatory agencies,
fluctuations in interest rates, demand for loans in the Company's market area
and competition, that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. The
Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The
Company wishes to advise readers that the factors listed above could affect
the Company's financial performance and could cause the Company's actual
results for future periods to differ materially from any opinions or
statements expressed with respect to future periods in any current statements.
The Company does not undertake - and specifically disclaims any obligation -
to publicly release the results of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or
unanticipated events.
16
<PAGE>
PART II - OTHER INFORAMTION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
None
17
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ACCESS ANYTIME BANCORP, INC.
Date: July 31, 1998 /s/ Norman R. Corzine
--------------------------------------------
Norman R. Corzine, Chairman of the Board,
Chief Executive Officer
(DULY AUTHORIZED REPRESENTATIVE)
Date: July 31, 1998 /s/ Ken Huey, Jr.
--------------------------------------------
Ken Huey, Jr., President, Chief Financial
Officer and Director
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
(DULY AUTHORIZED REPRESENTATIVE)
18
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1998 AND RELATED STATEMENTS OF
OPERATIONS AND CASH FLOWS FOR THE SIX MONTH PERIOD ENDING JUNE 30, 1998
OF ACCESS ANY TIME BANCORP, INC. AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 6,697
<INT-BEARING-DEPOSITS> 1,830
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 752
<INVESTMENTS-HELD-FOR-SALE> 13,304
<INVESTMENTS-CARRYING> 12,026
<INVESTMENTS-MARKET> 11,960
<LOANS> 75,982
<ALLOWANCE> 519
<TOTAL-ASSETS> 116,921
<DEPOSITS> 100,965
<SHORT-TERM> 0
<LIABILITIES-OTHER> 938
<LONG-TERM> 5,750
0
0
<COMMON> 12
<OTHER-SE> 9,256
<TOTAL-LIABILITIES-AND-EQUITY> 116,921
<INTEREST-LOAN> 2,829
<INTEREST-INVEST> 881
<INTEREST-OTHER> 172
<INTEREST-TOTAL> 3,882
<INTEREST-DEPOSIT> 2,066
<INTEREST-EXPENSE> 2,170
<INTEREST-INCOME-NET> 1,712
<LOAN-LOSSES> 54
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,902
<INCOME-PRETAX> 200
<INCOME-PRE-EXTRAORDINARY> 200
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 147
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.11
<YIELD-ACTUAL> 7.38
<LOANS-NON> 11
<LOANS-PAST> 1
<LOANS-TROUBLED> 85
<LOANS-PROBLEM> 97
<ALLOWANCE-OPEN> 527
<CHARGE-OFFS> 66
<RECOVERIES> 4
<ALLOWANCE-CLOSE> 519
<ALLOWANCE-DOMESTIC> 519
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
