<PAGE>
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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, 1999
|_| 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 | |
1,232,979 Shares of Capital Stock $.01 par value
Outstanding as of July 30, 1999
Transitional Small Business Disclosure Format (check one): Yes | | No |X|
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<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
<S> <C> <C>
Unaudited Consolidated Statements of Financial Condition......................... 3
Unaudited Consolidated Statements of Income ..................................... 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>
June 30, December 31,
ASSETS 1999 1998
-------------------- ---------------------
<S> <C> <C>
Cash and cash equivalents $ 5,821,827 $ 5,232,708
Certificates of deposit 3,594,000 2,590,000
Securities available-for-sale (amortized cost of $10,220,598 and $11,487,694) 10,128,961 11,425,592
Securities held-to-maturity (aggregate fair value of $5,961,339
and $7,507,941) 6,029,736 7,528,337
Loans held-for-sale (aggregate fair value of $1,034,193 and $869,777) 1,017,388 855,258
Loans receivable 94,890,804 88,809,104
Interest receivable 698,939 634,546
Real estate owned 208,436 166,195
FHLB stock 855,658 790,233
Premises and equipment 2,337,134 2,375,205
Servicing rights 32,383 --
Organizational cost, net -- 115,162
Deferred tax asset 1,159,361 1,075,586
Other assets 281,747 170,441
-------------------- ---------------------
Total assets $ 127,056,374 $ 121,768,367
-------------------- ---------------------
-------------------- ---------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 108,568,027 $ 105,045,150
Federal Home Loan Bank advances 7,250,000 5,750,000
Accrued interest and other liabilities 395,130 686,447
Advanced payments by borrowers for taxes and insurance 129,033 362,009
-------------------- ---------------------
Total liabilities 116,342,190 111,843,606
-------------------- ---------------------
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;
1,236,955 and 1,236,955 shares issued; 1,232,979 and 1,235,579
outstanding in 1999 and 1998, respectively 12,370 12,370
Capital in excess of par value 9,612,001 9,604,001
Retained earnings 1,176,416 356,601
Accumulated other comprehensive loss, net of tax of $28,414 and
$21,115 (60,480) (40,987)
-------------------- ---------------------
10,740,307 9,931,985
Treasury stock, at cost (26,123) (7,224)
-------------------- ---------------------
Total stockholders' equity 10,714,184 9,924,761
-------------------- ---------------------
Total liabilities and stockholders' equity $ 127,056,374 $ 121,768,367
-------------------- ---------------------
-------------------- ---------------------
</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 INCOME
<TABLE>
<CAPTION>
Three Month Periods Ended Six Month Periods Ended
June 30, June 30,
------------------------------------ ----------------------------------
1999 1998 1999 1998
------------------ ---------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Interest income:
Loans receivable $ 1,828,979 $ 1,501,844 $ 3,666,155 $ 2,829,386
U.S. government agency securities 10,967 13,472 22,749 39,538
Mortgage-backed securities 233,661 383,749 485,500 841,460
Other interest income 90,842 100,813 142,591 171,734
------------------ ---------------- ----------------- ---------------
Total interest income 2,164,449 1,999,878 4,316,995 3,882,118
------------------ ---------------- ----------------- ---------------
Interest expense:
Deposits 1,109,773 1,050,819 2,200,796 2,065,856
FHLB advances 99,125 78,222 212,194 104,715
------------------ ---------------- ----------------- ---------------
Total interest expense 1,208,898 1,129,041 2,412,990 2,170,571
------------------ ---------------- ----------------- ---------------
Net interest income before provision for loan losses 955,551 870,837 1,904,005 1,711,547
Provision for loan losses 39,935 19,133 174,371 54,303
------------------ ---------------- ----------------- ---------------
Net interest income after provision for loan losses 915,616 851,704 1,729,634 1,657,244
------------------ ---------------- ----------------- ---------------
Noninterest income:
Loan servicing and other fees 52,176 72,858 98,575 145,987
Net realized gains on sales of available-for-sale
securities -- -- 739,475 --
securities
Net realized gains on sales of loans 127,567 67,227 149,648 120,495
Real estate operations, net -- -- 446 --
Other income 107,010 84,455 212,077 178,934
------------------ ---------------- ----------------- ---------------
Total other income 286,753 224,540 1,200,221 445,416
------------------ ---------------- ----------------- ---------------
Noninterest expenses:
Salaries and employee benefits 514,128 504,681 1,059,070 986,239
Occupancy expense 147,132 125,524 293,190 238,594
Deposit insurance premium 33,599 30,573 67,205 60,951
Advertising 10,261 16,244 21,476 25,506
Real estate operations, net 1,822 259 -- 3,387
Professional fees 49,200 42,488 111,143 83,973
Other expense 260,143 257,119 616,689 503,529
------------------ ---------------- ----------------- ---------------
Total other expenses 1,016,285 976,888 2,168,773 1,902,179
------------------ ---------------- ----------------- ---------------
Income before income taxes 186,084 99,356 761,082 200,481
Income tax expense (benefit) (95,482) 26,291 (58,733) 53,182
------------------ ---------------- ----------------- ---------------
Net income $ 281,566 $ 73,065 $ 819,815 $ 147,299
------------------ ---------------- ----------------- ---------------
------------------ ---------------- ----------------- ---------------
Earnings per common share $ .23 $ .06 $ .66 $ .12
------------------ ---------------- ----------------- ---------------
------------------ ---------------- ----------------- ---------------
Earnings per common share-assuming dilution $ .22 $ .06 $ .65 $ .11
------------------ ---------------- ----------------- ---------------
------------------ ---------------- ----------------- ---------------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
4
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ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock Treasury Stock Accumulated
------------------- -------------------- Other
Capital Comprehensive
in Excess Income
Comprehensive Number Number Of Par Retained (Loss),
Income of shares Amount of Shares Amount Value Earnings Net Total
------------- --------- --------- ---------- --------- ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1,236,955 $ 12,370 1,376 $ (7,224) $9,604,001 $ 356,601 $ (40,987) $ 9,924,761
1998
Net income $ 819,815 -- -- -- -- -- 819,815 -- 819,815
Net changes in unrealized
depreciation on
available-for-sale
securities, net (19,493) -- -- -- -- -- -- (19,493) (19,493)
------------
Total comprehensive income $ 800,322
------------
------------
Common stock rights
issued in lieu of
directors cash
compensation -- -- -- -- 8,000 -- -- 8,000
Purchase treasury stock -- -- 2,600 (18,899) -- -- -- (18,899)
--------- --------- ---------- --------- ----------- ----------- ------------ ------------
Balance at June 30, 1999 1,236,955 $ 12,370 3,976 $(26,123) $9,612,001 $ 1,176,416 $ (60,480)$10,714,184
--------- --------- ---------- --------- ----------- ----------- ------------ ------------
--------- --------- ---------- --------- ----------- ----------- ------------ ------------
</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>
Six Month Periods Ended
June 30,
------------------------------------
1999 1998
---------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 819,815 $ 147,299
Adjustments to reconcile net income to cash used in
operating activities:
Depreciation 157,792 112,205
Deferred income taxes (54,240) 35,071
Provision for loan losses charged 174,371 54,303
Amortization of premiums on investment securities 63,355 90,703
Amortization of loan premiums, discounts and
deferred fees, net 71,378 138,382
Amortization of organizational costs 115,162 20,938
Gain on sale of loans held-for-sale (149,648) (120,495)
Proceeds from sales of loans held-for-sale 10,930,940 7,482,163
Originations of loans held-for-sale (10,978,603) (7,816,174)
Common stock rights issued in lieu of directors
compensation 8,000 11,000
(Gain) loss on foreclosed real estate (3,713) 3,000
(Gain) loss on disposition of premises and (6,256) 1,100
equipment
Gain on sale of Fannie Mae stock (739,475) --
Net increase in accrued interest receivable and
other assets (300,092) (132,820)
Increase in accrued expense and other liabilities (291,317) (44,551)
---------------- ----------------
Net cash used in operating activities (182,531) (17,876)
---------------- ----------------
Cash flows from investing activities:
Proceeds from maturities and principal repayments
of available-for-sale securities 1,227,321 1,639,707
Proceeds from maturities and principal repayments
of held-to-maturity securities 1,475,021 6,883,520
Proceeds from sale of Fannie Mae stock 746,409 --
Purchase of Fannie Mae stock (6,858) --
Net (increase) decrease in FHLB stock (65,500) 899,800
Net increase in certificates of deposit (1,004,000) (850,000)
Net increase in loans (6,327,449) (18,002,179)
Proceeds from sales of foreclosed real estate 69,169 16,000
Purchases of premises and equipment (113,465) (268,618)
---------------- ----------------
Net cash used by investing activities (3,999,352) (9,681,770)
---------------- ----------------
Cash flows from financing activities:
Net increase in deposits 3,522,877 3,552,797
Net change in other borrowed funds 1,500,000 5,750,000
Net increase (decrease) in advance payments by
borrowers for taxes and insurance (232,976) 279,803
Purchase of treasury stock (18,899) --
---------------- ----------------
Net cash provided by financing activities 4,771,002 9,582,600
---------------- ----------------
Increase (decrease) in cash and cash equivalents 589,119 (117,046)
Cash and cash equivalents at January 1 5,232,708 6,814,126
---------------- ----------------
Cash and cash equivalents at June 30 $ 5,821,827 $ 6,697,080
---------------- ----------------
---------------- ----------------
</TABLE>
(Continued)
6
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ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
<TABLE>
<CAPTION>
Six Month Periods Ended
June 30,
------------------------------------
1999 1998
---------------- ----------------
<S> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 2,218,806 $ 2,026,073
Income taxes 15,000 --
Supplemental disclosure of non-cash investing and
financing activities:
Real estate acquired in settlement of loans 106,498 --
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, 1998 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, 1998.
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 follows:
<TABLE>
<CAPTION>
Amortized Gross unrealized Fair
Cost Gains Losses Value
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
AVAILABLE-FOR-SALE SECURITIES:
June 30, 1999:
Mortgage-backed securities:
GNMA adjustable rate $ 10,220,598 $ 3,168 $ 94,805 $ 10,128,961
----------------- ----------------- ----------------- -----------------
----------------- ----------------- ----------------- -----------------
December 31, 1998:
Mortgage-backed securities:
GNMA adjustable rate $ 11,487,694 $ 17,726 $ 79,828 $ 11,425,592
----------------- ----------------- ----------------- -----------------
----------------- ----------------- ----------------- -----------------
Amortized Gross unrealized Fair
Cost Gains Losses Value
----------------- ----------------- ----------------- -----------------
HELD-TO-MATURITY SECURITIES:
June 30, 1999:
Mortgage-backed securities:
FNMA participation certificates $ 2,248,112 $ -- $ 16,003 $ 2,232,109
FHLMC participation certificates 2,736,204 -- 20,861 2,715,343
FHLMC adjustable rate 1,045,420 -- 31,533 1,013,887
----------------- ----------------- ----------------- -----------------
$ 6,029,736 $ -- $ 68,397 $ 5,961,339
----------------- ----------------- ----------------- -----------------
----------------- ----------------- ----------------- -----------------
December 31, 1998:
Mortgage-backed securities:
FNMA participation certificates $ 2,860,553 $ 1,020 $ 10,234 $ 2,851,339
FHLMC participation certificates 3,356,571 4,019 1,207 3,359,383
FHLMC adjustable rate 1,311,213 -- 13,994 1,297,219
----------------- ----------------- ----------------- -----------------
$ 7,528,337 $ 5,039 $ 25,435 $ 7,507,941
----------------- ----------------- ----------------- -----------------
----------------- ----------------- ----------------- -----------------
</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>
June 30, 1999 $ 1,017,388 $ 16,805 $ 1,034,193
December 31, 1998 855,258 14,519 -- 869,777
</TABLE>
NOTE 4 LOANS RECEIVABLE
The components of loans in the consolidated statements of financial condition
were as follows:
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
----------------- -------------------
----------------- -------------------
<S> <C> <C>
First mortgage loans:
Conventional $ 71,065,985 $ 67,703,131
FHA insured and VA guaranteed 6,854,158 6,520,261
Consumer and installment loans 15,373,230 13,560,182
Construction loans 1,242,996 1,329,806
Other 2,413,658 1,949,673
----------------- -------------------
96,950,027 91,063,053
Less:
Loans in process 641,392 947,193
Unearned discounts, deferred loan fees, and other 777,150 705,772
Allowance for loan losses 640,681 600,984
----------------- -------------------
$ 94,890,804 $ 88,809,104
----------------- -------------------
----------------- -------------------
</TABLE>
An analysis of the changes in allowance for loan losses follows:
<TABLE>
<CAPTION>
Six Months Ended Year Ended
June 30, 1999 December 31, 1998
----------------- ------------------
<S> <C> <C>
Balance at beginning of year $ 600,984 $ 527,347
Loans charged-off (150,764) (190,056)
Recoveries 16,090 25,413
----------------- ------------------
Net loans charged-off (134,674) (164,643)
Provision for loan losses charged to operations 174,371 238,280
----------------- ------------------
Balance at end of period $ 640,681 $ 600,984
----------------- ------------------
----------------- ------------------
</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>
Six Months Ended Year Ended
June 30, 1999 December 31, 1998
----------------- -----------------
<S> <C> <C>
Balance at beginning of year $ 2,272,616 $ 984,434
Loans originated 134,574 1,743,100
Loan principal payments and other reductions (1,142,094) (454,918)
----------------- -----------------
Balance at end of period $ 1,265,096 $ 2,272,616
----------------- -----------------
----------------- -----------------
</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>
June 30, 1999 December 31, 1998
----------------- -----------------
<S> <C> <C>
Non-accruing loans* $ 356,724 $ 349,128
Past due 90 days or more and still accruing -- --
Real estate owned 208,436 166,195
----------------- -----------------
Total non-performing assets $ 565,160 $ 515,323
----------------- -----------------
----------------- -----------------
Ratio of non-performing assets to total assets 0.44% 0.42%
----------------- -----------------
----------------- -----------------
</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
Basic 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. Diluted 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 Six Months Ended
June 30, June 30,
-------------------- --------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Weighted average common
shares - Basic 1,234,175 1,217,336 1,234,779 1,217,336
Plus effect of dilutive securities:
Stock Options 22,502 89,407 18,895 81,930
Common Stock Rights 4,142 1,998 3,950 1,929
--------- --------- --------- ---------
Weighted average common
shares - Assuming Dilution 1,260,819 1,308,741 1,257,624 1,301,195
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
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") 1998 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 $5,288,007 or 4.3%, from December 31,
1998 to June 30, 1999. The increase in assets was primarily due to an increase
of approximately $6.0 million in loans receivable from December 31, 1998 to June
30, 1999. Securities available-for-sale and securities held-to-maturity were
reduced by $1.3 and $1.5 million, respectively, because of principal payments
and prepayments.
Total liabilities increased by $4,498,584 or 4.0%, from December 31, 1998 to
June 30, 1999. An increase of approximately $3.5 million in deposits and $1.5
million in FHLB advances were the primary causes of the net increase in total
liabilities during the first six-months of 1999. The increase in deposits and
FHLB advances were used to support the aforementioned asset growth.
13
<PAGE>
CAPITAL ADEQUACY AND LIQUIDITY
CAPITAL ADEQUACY - The Bank is subject to various regulatory capital
requirements administered by the federal banking agencies. Failure to meet
minimum capital requirements can initiate certain mandatory, and possibly
additional discretionary, actions by regulators that, if undertaken, could have
a direct material effect on the Bank's financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action,
the Bank must meet specific capital guidelines that involve quantitative
measures of the Bank's assets, liabilities, and certain off-balance-sheet items
as calculated under regulatory accounting practices. The Bank's capital amounts
and classification are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.
In accordance with Office of Thrift Supervision ("OTS") regulations, the Bank
must have: (1) core capital equal to 4% of adjusted total assets; (2) tangible
capital equal to 1.5% of adjusted total assets; and (3) total capital equal to
8.0% of risk-weighted assets, which includes off-balance sheet items.
The following table is a reconciliation of the Bank's capital for regulatory
purposes at June 30, 1999 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 $ 126,849,770
Net unrealized depreciation on
available-for-sale securities, net 60,480
Less intangible assets disallowed for ,
regulatory purposes (549,038)
-----------------
Adjusted regulatory total assets $ 126,361,212
-----------------
-----------------
Risk-based assets $ 80,048,000 $ 80,048,000
----------------- -----------------
----------------- -----------------
Stockholders' equity $ 10,572,405 $ 10,572,405 $ 10,572,405
Net unrealized depreciation on
available-for-sale securities, net 60,480 60,480 60,480
General valuation allowance -- -- 640,681
Less intangible assets disallowed for
regulatory purposes (549,038) (549,038) (549,038)
----------------- ----------------- -----------------
Regulatory capital 10,083,847 10,083,847 10,724,528
Regulatory capital required to be "well capitalized" 6,318,061 4,802,880 8,004,800
----------------- ----------------- -----------------
Excess regulatory capital $ 3,765,786 $ 5,280,967 $ 2,719,728
----------------- ----------------- -----------------
----------------- ----------------- -----------------
Bank's capital to adjusted regulatory assets 7.98%
-----------------
-----------------
Bank's capital to risk-based assets 12.60% 13.40%
----------------- -----------------
----------------- -----------------
</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
14
<PAGE>
further source is the Bank's ability to borrow funds. The Bank is a member of
the Federal Home Loan Bank ("FHLB") which provides a source of borrowings to
the Bank for asset and asset/liability matching. As of June 30, 1999, the
Bank had $7.25 million in FHLB borrowings.
RESULTS OF OPERATIONS
THREE-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED JUNE 30, 1999 AND 1998
Net income for the three-months ended June 30, 1999 was $281,566 compared to
$73,065 for the three-months ended June 30, 1998.
Net interest income before provision for loan losses increased by approximately
$85,000 to $956,000 for the three-month period ended June 30, 1999 compared to
$871,000 for the same period in 1998. Interest income for the quarter ended June
30, 1999 increased by $165,000 compared to an increase of $80,000 for interest
expense. The increase in interest income was primarily caused by an increase in
loans receivable interest of $327,000, which was reduced by a decrease in
mortgage-backed securities interest of $150,000. The increase in interest
expense was caused by increases in deposit interest and FHLB advances interest
of $59,000 and $21,000, respectively. During the second quarter of 1999 the
provision for loan losses increased by $21,000 to $40,000 compared to $19,000 in
the second quarter of 1998.
During the three-months ended June 30, 1999 noninterest income increased by
$62,000 to $287,000 compared to $225,000 in 1998. The increase in noninterest
income for the quarter ended June 30, 1999 was primarily due to an increase in
net realized gains on sales of loans of $61,000 to $128,000, as compared to
$67,000 for the quarter ended June 30, 1998.
Noninterest expense increased to $1,016,000 for the quarter ended June 30, 1999
as compared to $977,000 for the same quarter in 1998. The $39,000 increase in
noninterest expense was primarily due to increases in occupancy expense of
$22,000, salaries and employee benefits of $9,000, and professional fees of
$7,000.
The income tax expense for the quarter ended June 30, 1999 was a benefit of
$95,000 compared to an expense of $26,000 in the quarter ended June 30, 1998.
The net income tax benefit for the quarter ended June 30, 1999 is primarily the
result of a reduction in the valuation allowance relative to the deferred tax
asset generated by net operating loss carryforwards during the quarter.
SIX-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED JUNE 30, 1999 AND 1998
Net income for the six-months ended June 30, 1999 was $819,815 compared to
$147,299 for the six-months ended June 30, 1998.
Net interest income before provision for loan losses increased by approximately
$192,000 to $1,904,000 for the first half of 1999 compared to $1,712,000 for the
same period in 1998. The increase in net interest income before provision for
loan losses was primarily caused by an increase in loans receivable
15
<PAGE>
which generated a higher rate of income than the reduction in mortgage-backed
security income and the increase interest expenses in FHLB advances and
deposits. Interest income for the six-months ended June 30, 1999 increased by
$435,000 compared to an increase of $242,000 for interest expense. During the
first six-months of 1999 the provision for loan losses increased to $174,000
compared to $54,000 in the first six-months of 1998.
During the six-months ended June 30, 1999 noninterest income increased by
$755,000 to $1,200,000 compared to $445,000 in 1998. The increase in noninterest
income was primarily due to a long-term capital gain on the sale of securities
of $739,475 during the first quarter of 1999. Loan servicing and other fees
decreased by $47,000 during the six-months ended June 30, 1999 as compared to
the same period from 1998, primarily due to the sale of servicing rights during
the last quarter of 1998.
Noninterest expense increased to $2,169,000 for the six-months ended June 30,
1999 as compared to $1,902,000 for the same period in 1998. The $267,000
increase in noninterest expense was primarily due to increases in salaries and
employee benefits of $73,000 for incentive accruals, occupancy expense of
$55,000, and other expenses of $113,000. The increase in other expenses was
primarily due to the $115,162 amortization of organization costs of the Holding
Company in accordance with the adoption of AICPA Statement of Position No. 98-5,
which was adopted in the first quarter of 1999.
The income tax expense for the first six-months of 1999 was a benefit of $59,000
compared to an expense of $53,000 in the six-months ended June 30, 1998. The
income tax expense for the first six-months of 1999 includes a reduction in the
valuation allowance relative to the deferred tax asset generated by net
operating loss carryforwards.
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 Financial Data Schedule
(b) Reports on Form 8-K.
The following subparagraph sets forth information concerning a
Form 8-K filed during the quarter ended June 30, 1999:
1. On June 29, 1999, the Company filed a Form 8-K to announce
that is had reached a definitive agreement to acquire the
assets and deposits of one branch of the Bank of
Albuquerque, N.A., in Clovis, New Mexico and of one branch
in Gallup, New Mexico.
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 30, 1999 /s/ Norman R. Corzine
--------------------------------------------
Norman R. Corzine, Chairman of the Board,
Chief Executive Officer
(DULY AUTHORIZED REPRESENTATIVE)
Date: July 30, 1999 /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
UNAUDITED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1999 AND RELATED
STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE SIX MONTH PERIOD ENDING
JUNE 30, 1999 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 5,822
<INT-BEARING-DEPOSITS> 3,594
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
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0
0
<COMMON> 12
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