<PAGE>
- -------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
/ / QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 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 (I.R.S. Employer
jurisdiction of 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 / /
1,228,160 Shares of Capital Stock $.01 par value
Outstanding as of October 27, 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 . . . . . . . . . . . . . . . . . . . . . . . . 13-17
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 18
Item 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 18
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</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 September 30, December 31,
1998 1997
------------- ------------
<S> <C> <C>
Cash and cash equivalents $ 5,862,148 $ 6,814,126
Certificates of deposit 2,485,000 1,530,000
Securities available-for-sale (amortized cost of
$12,400,097 and $15,036,150) 12,319,470 15,032,085
Securities held-to-maturity (aggregate fair value of
$9,496,881 and $18,803,081) 9,445,808 18,947,399
Loans held-for-sale (aggregate fair value of
$1,345,136 and $304,150) 1,318,254 297,873
Loans receivable 81,221,383 58,172,494
Interest receivable 637,471 585,730
Real estate owned 111,402 76,091
FHLB stock 779,134 1,667,434
Premises and equipment 2,190,118 2,054,247
Servicing rights 378,948 331,296
Organizational cost, net of accumulated amortization
of $79,463 and $48,055 125,631 157,039
Deferred tax asset 1,328,949 1,402,032
Other assets 258,950 145,372
------------ ------------
Total assets $118,462,666 $107,213,218
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $102,262,108 $ 97,412,005
Federal Home Loan Bank borrowings 5,750,000 --
Accrued interest and other liabilities 352,554 358,154
Advanced payments by borrowers for taxes and
insurance 669,556 297,837
------------ ------------
Total liabilities 109,034,218 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; 1,229,536 and 1,217,336 shares
issued; 1,228,160 and 1,217,336 outstanding 12,295 12,173
Capital in excess of par value 9,559,771 9,477,405
Accumulated deficit (83,180) (341,673)
Accumulated other comprehensive income,
net of tax (53,214) (2,683)
------------ ------------
9,435,672 9,145,222
Treasury stock, at cost (7,224) --
------------ ------------
Total stockholders' equity 9,428,448 9,145,222
------------ ------------
Total liabilities and stockholders' equity $118,462,666 $107,213,218
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
3
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Month Periods Ended Nine Month Periods Ended
September 30, September 30,
------------------------- ------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest income:
Loans receivable $1,602,574 $1,167,873 $4,431,960 $3,285,662
U.S. government agency securities 13,004 25,951 52,542 75,051
Mortgage-backed securities 328,467 567,616 1,169,927 1,870,984
Other interest income 81,313 62,871 253,047 193,203
---------- ---------- ---------- ----------
Total interest income 2,025,358 1,824,311 5,907,476 5,424,900
---------- ---------- ---------- ----------
Interest expense:
Deposits 1,083,457 1,035,806 3,149,313 3,109,911
FHLB borrowings 78,963 193 183,678 13,007
---------- ---------- ---------- ----------
Total interest expense 1,162,420 1,035,999 3,332,991 3,122,918
---------- ---------- ---------- ----------
Net interest income before provision for loan losses 862,938 788,312 2,574,485 2,301,982
Provision for loan losses charged 20,517 25,881 74,820 93,320
---------- ---------- ---------- ----------
Net interest income after provision for loan losses 842,421 762,431 2,499,665 2,208,662
---------- ---------- ---------- ----------
Noninterest income:
Loan servicing and other fees 62,697 85,473 208,684 257,129
Net realized gains on sales of available-for-sale
securities -- -- -- 20,637
Net realized gains on sales of loans 55,837 47,775 176,332 109,491
Real estate operations, net 15,569 -- 12,182 --
Other income 104,738 94,271 283,672 278,905
---------- ---------- ---------- ----------
Total other income 238,841 227,519 680,870 666,162
---------- ---------- ---------- ----------
Noninterest expenses:
Salaries and employee benefits 487,067 440,339 1,473,306 1,281,373
Occupancy expense 132,572 99,031 371,166 298,089
Deposit insurance premium 31,055 65,261 92,006 194,470
Advertising 15,224 14,567 40,730 39,388
Real estate operations, net -- 663 -- 303
Professional fees 39,498 29,275 123,471 (2,739)
Other expense 218,720 250,272 722,249 726,882
---------- ---------- ---------- ----------
Total other expenses 924,136 899,408 2,822,928 2,537,766
---------- ---------- ---------- ----------
Income before income taxes 157,126 90,542 357,607 337,058
Income tax expense (benefit) 45,932 (1,228,000) 99,114 (1,228,000)
---------- ---------- ---------- ----------
Net income $111,194 $1,318,542 $258,493 $1,565,058
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Earnings per common share $.09 $1.08 $.21 $1.40
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Earnings per common share-assuming dilution $.09 $1.07 $.20 $1.40
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</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>
<CAPTION>
Common Stock
-------------------------------- Capital In Excess Of
Number Of Shares Amount Par Value Accumulated Deficit
---------------- ------ -------------------- -------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1997 1,217,336 $12,173 $9,477,405 $(341,673)
Net income -- -- -- 258,493
Common stock rights issued in lieu
of directors cash compensation -- -- 14,500 --
Stock options exercised 12,200 122 67,866
Acquisition of treasury stock -- -- -- --
Other comprehensive income -- -- -- --
---------------- ------ -------------------- -------------------
Balance at September 30, 1998 1,229,536 $12,295 $9,559,771 $(83,180)
---------------- ------ -------------------- -------------------
---------------- ------ -------------------- -------------------
</TABLE>
<TABLE>
<CAPTION>
Accumulated Other Treasury Stock
Comprehensive ------------------------------
Income, Net of Tax Number Of Shares Amount Total
------------------ ---------------- ------ ----------
<S> <C> <C> <C> <C>
Balance at December 31, 1997 $(2,683) -- $-- $9,145,222
Net income -- -- -- 258,493
Common stock rights issued in lieu
of directors cash compensation -- -- -- 14,500
Stock options exercised -- -- -- 67,988
Acquisition of treasury stock -- 1,376 (7,224) (7,224)
Other comprehensive income (50,531) -- -- (50,531)
------------------ ---------------- ------ ----------
Balance at September 30, 1998 $(53,214) 1,376 $(7,224) $9,428,448
------------------ ---------------- ------ ----------
------------------ ---------------- ------ ----------
</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>
<CAPTION>
Nine Month Periods Ended
September 30,
---------------------------
1998 1997
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 258,493 $ 1,565,058
Adjustments to reconcile net income to cash provided
(used) by operating activities:
Depreciation 179,680 105,817
Deferred income taxes 73,083 (1,228,000)
Provision for loan losses charged 74,820 93,320
Amortization of premiums on investment securities 135,732 256,746
Amortization of organizational costs 31,408 27,814
Gain on sale of available-for-sale securities -- (20,637)
Gain on sale of loans held-for-sale (12,182) (109,491)
Proceeds from sales of loans held-for-sale 10,683,926 6,575,665
Originations of loans held-for-sale (11,692,125) (6,531,543)
Common stock rights issued in lieu of directors
compensation 14,500 --
Gain on foreclosed real estate (14,575) (813)
Gain on disposition of assets (8,019) --
Net (increase) decrease in accrued interest receivable
and other assets (247,966) 265,981
Increase (decrease) in accrued expense and other
liabilities (57,341) 22,814
------------ -----------
Net cash provided by (used in) operating activities (580,566) 1,022,731
------------ -----------
Cash flows from investing activities:
Proceeds from maturities and principal repayments of
available-for-sale securities 2,580,403 2,350,283
Proceeds from maturities and principal repayments of
held-to-maturity securities 9,447,540 7,086,282
Proceeds from sales of available-for-sale-securities -- 5,376,284
Net (increase) decrease in sale of FHLB stock 888,300 (70,400)
Net increase in certificates of deposit (955,000) (714,430)
Net increase in loans (23,123,709) (8,632,680)
Proceeds from sales of foreclosed real estate 66,000 19,600
Purchases of premises and equipment (307,532) (14,950)
------------ -----------
Net cash provided by (used in) investing activities (11,403,998) 5,399,989
------------ -----------
Cash flows from financing activities:
Net increase (decrease) in deposits 4,850,103 (2,604,651)
Net change in other borrowed funds 5,750,000 (3,000,000)
Net increase in advance payments by borrowers for taxes
and insurance 371,719 319,911
Organizational costs incurred -- (31,907)
Rights offering costs incurred -- (160,919)
Purchase of treasury stock (7,224)
Proceeds from issuance of common stock 67,988 2,422,610
------------ -----------
Net cash provided by (used in) financing activities 11,032,586 (3,054,956)
------------ -----------
Increase (decrease) in cash and cash equivalents (951,978) 3,367,764
Cash and cash equivalents at January 1 6,814,126 2,199,227
------------ -----------
Cash and cash equivalents at September 30 $ 5,862,148 $ 5,566,991
------------ -----------
------------ -----------
</TABLE>
(Continued)
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
<TABLE>
<CAPTION>
Nine Month Periods Ended
September 30,
---------------------------
1998 1997
------------ -----------
<S> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 3,370,358 $ 3,134,589
Income taxes -- --
Supplemental disclosure of non-cash investing and
financing activities
Loans to facilitate the sale of real estate owned 61,500 --
</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
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (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 follows:
<TABLE>
<CAPTION>
Amortized Gross unrealized Fair
Cost Gains Losses Value
----------- ------- -------- -----------
<S> <C> <C> <C> <C>
AVAILABLE-FOR-SALE SECURITIES:
September 30, 1998:
Mortgage-backed securities:
GNMA adjustable rate $12,400,097 $10,822 $ 91,449 $12,319,470
----------- ------- -------- -----------
$12,400,097 $10,822 $ 91,449 $12,319,470
----------- ------- -------- -----------
----------- ------- -------- -----------
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
----------- ------- -------- -----------
HELD-TO-MATURITY SECURITIES:
September 30, 1998:
Mortgage-backed securities:
FNMA participation certificates $ 3,230,893 $20,031 $ -- $ 3,250,924
FHLMC participation certificates 4,817,441 41,653 1,752 4,857,342
FHLMC adjustable rate 1,397,474 -- 8,859 1,388,615
----------- ------- -------- -----------
$ 9,445,808 $61,684 $ 10,611 $ 9,496,881
----------- ------- -------- -----------
----------- ------- -------- -----------
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>
<CAPTION>
Gross unrealized
-----------------
Amortized cost Gains Losses Fair value
-------------- ------- ------ ----------
<S> <C> <C> <C> <C>
September 30, 1998 $1,318,254 $26,882 $ -- $1,345,136
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>
<CAPTION>
September 30, December 31,
1998 1997
------------- -------------
<S> <C> <C>
First mortgage loans:
Conventional $61,445,918 $41,730,469
FHA insured and VA guaranteed 5,690,583 4,531,977
Consumer and installment loans 12,560,392 11,377,032
Construction loans 1,577,961 889,400
Other 1,795,389 1,167,782
----------- -----------
83,070,243 59,696,660
Less:
Loans in process 929,082 535,054
Unearned discounts, deferred loan fees,
and other 435,788 461,765
Allowance for loan losses 483,990 527,347
----------- -----------
$81,221,383 $58,172,494
----------- -----------
----------- -----------
</TABLE>
An analysis of the changes in allowance for loan losses follows:
<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 30, 1998 December 31, 1997
------------------ -----------------
<S> <C> <C>
Balance at beginning of year $ 527,347 $ 429,241
Loans charged-off (134,440) (61,597)
Recoveries 16,263 41,786
--------- ---------
Net loans charged-off (118,177) (19,811)
Provision for loan losses charged to operations 74,820 117,917
--------- ---------
Balance at end of period $ 483,990 $ 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>
<CAPTION>
Nine Months Ended Year Ended
September 30, 1998 December 31, 1997
------------------ -----------------
<S> <C> <C>
Balance at beginning of year $ 984,434 $ 315,605
Loans originated 981,000 904,375
Loan principal payments and other
reductions (159,013) (235,546)
---------- ---------
Balance at end of period $1,806,421 $ 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>
<CAPTION>
September 30, 1998 December 31, 1997
------------------ -----------------
<S> <C> <C>
Non-accruing loans* $291,515 $ 6,935
Past due 90 days or more and still
accruing -- --
Other real estate 111,402 76,091
-------- -------
Total non-performing assets $402,917 $83,026
-------- -------
-------- -------
Ratio of non-performing assets to
total assets 0.34% 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>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ------------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Weighted average common
shares - Basic 1,222,272 1,216,938 1,218,999 1,115,816
Plus effect of dilutive
securities:
Stock Options 57,919 17,795 72,252 5,726
Common Stock Rights 2,767 955 2,236 384
--------- --------- --------- ---------
Weighted average common
shares - Assuming Dilution 1,282,958 1,235,688 1,293,487 1,121,926
--------- --------- --------- ---------
--------- --------- --------- ---------
</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 September
30, 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 $95,819 and $1,334,190, respectively.
During the nine months ended September 30, 1998 and 1997, total comprehensive
income amounted to approximately $207,962 and $1,785,860, 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 $11,249,448 or 10.49%, from
December 31, 1997 to September 30, 1998. The increase in assets was due to
an increase of approximately $23 million in loans receivable which was
partially offset and funded by a decrease of approximately $10 million in
securities held-to-maturity and $3 million in securities available-for-sale.
The increase in loans receivable was due to a high level of one-to-four
family mortgage loans originations during 1998, following a pattern
established early in the year. The reduction in the securities portfolios
resulted from normal maturities and principal repayments.
Total liabilities increased by $10,966,222 or 11.18%, from December 31, 1997
to September 30, 1998. An increase in FHLB advances of $5.75 million and
approximately $5 million in deposits were the primary cause of the increase
in total liabilities during the first nine-months of 1998. These funds were
used to support the aforementioned asset growth.
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 September 30, 1998 as reported to the OTS.
<TABLE>
<CAPTION>
Tier 1- Tier 1- Total
Core Risk-based Risk-based
Capital Capital Capital
------------ ---------- ----------
<S> <C> <C> <C>
Total regulatory assets $118,180,441
Net realized depreciation on available-for-
sale securities, net 53,214
Less intangible assets disallowed for
regulatory purposes (570,887)
------------
Adjusted regulatory total assets $117,662,768
------------
------------
Risk-based assets $66,501,000 $66,501,000
----------- -----------
----------- -----------
Stockholders' equity $ 9,191,587 $ 9,191,587 $ 9,191,587
Net realized depreciation on available-for-
sale securities, net 53,214 53,214 53,214
General valuation allowance -- -- 483,990
Less intangible assets disallowed for
regulatory purposes (570,887) (570,887) (570,887)
------------ ----------- -----------
Regulatory capital 8,673,914 8,673,914 9,157,904
Regulatory capital required to be "well
capitalized" 5,883,138 3,990,060 6,650,100
------------ ----------- -----------
Excess regulatory capital $ 2,790,776 $ 4,683,854 $2,507,804
------------ ----------- -----------
------------ ----------- -----------
Bank's capital to adjusted regulatory assets 7.37%
------------
------------
Bank's capital to risk-based assets 13.04% 13.77%
----------- -----------
----------- -----------
</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 September 30, 1998, the Bank had $5.75
million in FHLB borrowings.
RESULTS OF OPERATIONS
THREE-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED SEPTEMBER 30, 1998 AND 1997
Net income for the three months ended September 30, 1998 was $111,194 compared
to $1,318,542 for the three months ended September 30, 1997.
Net interest income before provision for loan losses increased by approximately
$75,000 to $863,000 for the three-month period ended September 30, 1998 compared
to $788,000 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 which generated a higher rate of return than that of the investment
securities portfolios. The reduction in such lower yielding investment
securities portfolios were used to fund loan growth. The increase in interest
income was partially offset by additional interest expense that resulted from
increases in deposits as well as FHLB borrowings. Interest income for the
quarter ended September 30, 1998 increased by $201,000 compared to an increase
of $126,000 for interest expense. During the third quarter of 1998 the
provision for loan losses decreased to $21,000 compared to $26,000 in the third
quarter of 1997.
During the three-months ended September 30, 1998 noninterest income increased by
$11,000 to $239,000 compared to $228,000 in 1997. The increase was due
primarily to an increase in real estate operations income of $16,000 in the
third quarter of 1998, compared to a net expense in 1997 and, to a lesser
extent, due to increased fees on deposit accounts. These increases were
partially offset by additional amortization of mortgage servicing rights.
Noninterest expense increased to $924,000 for the quarter ended September 30,
1998 as compared to $899,000 for the same quarter in 1997. The $25,000 increase
in noninterest expense was due to increases in employee compensation of $47,000.
In addition, occupancy expense increased $34,000 due to additional depreciation
related to recently acquired equipment. The aforementioned increases were
partially offset by a decrease in deposit insurance premiums of $34,000 and
other expenses of $32,000.
The income tax expense for the third quarter of 1998 was $46,000 compared to a
tax benefit of $1,228,000 in the three-months ended September 30, 1997. The tax
benefit was due to a revision of the Company's estimate of the future benefits
of its deferred tax asset, particularly the net operating loss carryforwards
during the third quarter of 1997.
NINE-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED SEPTEMBER 30, 1998 AND 1997
Net income for the nine-month period ended September 30, 1998 was $258,493
compared to $1,565,058 for the same period in 1997.
15
<PAGE>
Net interest income before provision for loan losses increased by
approximately $272,000 or 12% to $2,574,000 for the nine-month period ended
September 30, 1998 compared to $2,302,000 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 return than
that of the investment securities portfolios. The reduction in such lower
yielding investment securities portfolios were used to fund loan growth. The
increase in interest income was partially offset by additional interest
expense that resulted from increases in deposits as well as FHLB borrowings.
Interest income for the first nine-months of 1998 increased by $483,000
compared to an increase of $210,000 for interest expense. During the first
nine-months of 1998 the provision for loan losses decreased by $18,000 to
$75,000 as compared to the first nine-months of 1997.
Noninterest income increased by $15,000 to $681,000 in the nine-months ended
September 30, 1998 compared to $666,000 in 1997. The increase was due to a
$67,000 increase in net realized gains on sales of loans and decrease of
$48,000 in loan servicing. The decrease in loan servicing income was due to
additional amortization of mortgage servicing rights.
Noninterest expense increased to $2,823,000 for the nine-months ended
September 30, 1998 as compared to $2,538,000 for the first nine-months of
1997. The increase was primarily due to an increase in employee compensation
of $192,000. In addition, professional fees increased $126,000 due to a
credit in 1997 from a lawsuit. The aforementioned increases in noninterest
expense were partially offset by a decrease in deposit insurance premiums of
$103,000.
The income tax expense for the nine-months ended September 30, 1998 was
$258,000 compared to tax benefit of $1,228,000 in 1997 (see discussion in the
three-month comparative analysis in the results of operations of this Form
10-QSB.)
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
16
<PAGE>
circumstances after the date of such statements or to reflect the occurrence
of anticipated or unanticipated events.
17
<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
18
<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: October 27, 1998 /s/ Norman R. Corzine
-----------------------------------------
Norman R. Corzine, Chairman of the Board,
Chief Executive Officer
(DULY AUTHORIZED REPRESENTATIVE)
Date: October 27, 1998 /s/ Ken Huey, Jr.
-----------------------------------------
Ken Huey, Jr., President, Chief Financial
Officer and Director
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
(DULY AUTHORIZED REPRESENTATIVE)
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1998 AND RELATED
STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE NINE MONTH PERIOD ENDING
SEPTEMBER 30, 1998 OF ACCESS ANYTIME BANCORP, INC. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 5,862
<INT-BEARING-DEPOSITS> 2,485
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 12,319
<INVESTMENTS-CARRYING> 9,446
<INVESTMENTS-MARKET> 9,497
<LOANS> 81,221
<ALLOWANCE> 484
<TOTAL-ASSETS> 118,463
<DEPOSITS> 102,262
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,022
<LONG-TERM> 5,750
0
0
<COMMON> 12
<OTHER-SE> 9,416
<TOTAL-LIABILITIES-AND-EQUITY> 118,463
<INTEREST-LOAN> 4,432
<INTEREST-INVEST> 1,222
<INTEREST-OTHER> 253
<INTEREST-TOTAL> 5,907
<INTEREST-DEPOSIT> 3,149
<INTEREST-EXPENSE> 3,333
<INTEREST-INCOME-NET> 2,574
<LOAN-LOSSES> 75
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<EXPENSE-OTHER> 2,823
<INCOME-PRETAX> 358
<INCOME-PRE-EXTRAORDINARY> 358
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 258
<EPS-PRIMARY> .21
<EPS-DILUTED> .20
<YIELD-ACTUAL> 7.35
<LOANS-NON> 292
<LOANS-PAST> 0
<LOANS-TROUBLED> 403
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</TABLE>
