<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 SEPTEMBER 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 / /
1,239,534 Shares of Capital Stock $.01 par value
Outstanding as of October 27, 1999
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 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 - 17
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders............. 17
Item 5 - Other........................................................... 17
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>
September 30, December 31,
ASSETS 1999 1998
----------------- -----------------
<S> <C> <C>
Cash and cash equivalents $ 3,998,370 $ 5,232,708
Certificates of deposit 3,392,981 2,590,000
Securities available-for-sale (amortized cost of $9,611,019 and $11,487,694) 9,521,132 11,425,592
Securities held-to-maturity (aggregate fair value of $5,078,383
and $7,507,941) 5,129,677 7,528,337
Loans held-for-sale (aggregate fair value of $898,255 and $869,777) 879,200 855,258
Loans receivable 98,552,755 88,809,104
Interest receivable 767,629 634,546
Real estate owned 568,967 166,195
FHLB stock 867,358 790,233
Premises and equipment 2,367,269 2,375,205
Servicing rights 70,363 --
Organizational cost, net -- 115,162
Deferred tax asset 1,252,225 1,075,586
Other assets 337,309 170,441
----------------- -----------------
Total assets $ 127,705,235 $ 121,768,367
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 102,903,341 $ 105,045,150
Federal Home Loan Bank advances 13,050,000 5,750,000
Accrued interest and other liabilities 516,786 686,447
Advanced payments by borrowers for taxes and insurance 184,580 362,009
----------------- -----------------
Total liabilities 116,654,707 111,843,606
----------------- -----------------
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;
1,244,016 and 1,236,955 shares issued; 1,239,534 and 1,235,579
outstanding in 1999 and 1998, respectively 12,440 12,370
Capital in excess of par value 9,656,055 9,604,001
Retained earnings 1,471,615 356,601
Accumulated other comprehensive loss, net of tax of $30,561 and $21,115 (59,326) (40,987)
----------------- -----------------
11,080,784 9,931,985
Treasury stock, at cost (30,256) (7,224)
----------------- -----------------
Total stockholders' equity 11,050,528 9,924,761
----------------- -----------------
Total liabilities and stockholders' equity $ 127,705,235 $ 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 Nine Month Periods Ended
September 30, September 30,
---------------------------- ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C>
Interest income:
Loans receivable $ 1,902,266 $ 1,602,574 $ 5,568,421 $ 4,431,960
U.S. government agency securities 11,821 13,004 34,570 52,542
Mortgage-backed securities 210,912 328,467 696,412 1,169,927
Other interest income 71,603 81,313 214,194 253,047
------------- ------------- ------------- ---------------
Total interest income 2,196,602 2,025,358 6,513,597 5,907,476
------------- ------------- ------------- ---------------
Interest expense:
Deposits 1,041,341 1,083,457 3,242,137 3,149,313
FHLB advances 118,085 78,963 330,279 183,678
------------- ------------- ------------- ---------------
Total interest expense 1,159,426 1,162,420 3,572,416 3,332,991
------------- ------------- ------------- ---------------
Net interest income before provision for loan losses 1,037,176 862,938 2,941,181 2,574,485
Provision for loan losses 138,301 20,517 312,672 74,820
------------- ------------- ------------- ---------------
Net interest income after provision for loan losses 898,875 842,421 2,628,509 2,499,665
------------- ------------- ------------- ---------------
Noninterest income:
Loan servicing and other fees 76,244 62,697 174,819 208,684
Net realized gains on sales of available-for-sale
securities -- -- 739,475 --
Net realized gains on sales of loans 85,474 55,837 235,122 176,332
Real estate operations, net -- 15,569 -- 12,182
Other income 124,534 104,738 336,611 283,672
------------- ------------- ------------- ---------------
Total other income 286,252 238,841 1,486,027 680,870
------------- ------------- ------------- ---------------
Noninterest expenses:
Salaries and employee benefits 459,058 487,067 1,518,128 1,473,306
Occupancy expense 146,256 132,572 439,446 371,166
Deposit insurance premium 34,538 31,055 101,743 92,006
Advertising 7,847 15,224 29,323 40,730
Real estate operations, net 5,770 -- 5,324 --
Professional fees 43,219 39,498 154,362 123,471
Other expense 281,700 218,720 898,389 722,249
------------- ------------- ------------- ---------------
Total other expenses 978,388 924,136 3,146,715 2,822,928
------------- ------------- ------------- ---------------
Income before income taxes 206,739 157,126 967,821 357,607
Income tax expense (benefit) (88,460) 45,932 (147,193) 99,114
------------- ------------- ------------- ---------------
Net income $ 295,199 $ 111,194 $ 1,115,014 $ 258,493
============= ============= ============= ===============
Earnings per common share $ .24 $ .09 $ .90 $ .21
============= ============= ============= ===============
Earnings per common share-assuming dilution $ .23 $ .09 $ .88 $ .20
============= ============= ============= ===============
</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 Treasury Stock
------------------- -------------------- Accumulated
Other
Capital Comprehensive
Number in Excess Income
Comprehensive of Number Of Par Retained (Loss),
Income Shares Amount of Shares Amount Value Earnings Net Total
------------- --------- ------- --------- --------- ---------- ---------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1998 1,236,955 $12,370 1,376 $ (7,224) $9,604,001 $ 356,601 $ (40,987) $ 9,924,761
Net income $ 1,115,014 -- -- -- -- -- 1,115,014 -- 1,115,014
Net changes in
unrealized
depreciation on
available-for-sale (18,339) -- -- -- -- -- -- (18,339) (18,339)
securities, net -------------
Total comprehensive
income $ 1,096,675
=============
Common stock issued 7,061 70 -- -- 37,054 -- -- 37,124
Common stock rights
issued in lieu of
directors cash -- -- -- -- 15,000 -- -- 15,000
compensation
Purchase treasury stock -- -- 3,106 (23,032) -- -- -- (23,032)
--------- ------- --------- --------- ---------- ---------- ---------- -----------
Balance at September 30, 1999 1,244,016 $12,440 4,482 $ (30,256) $9,656,055 $1,471,615 $ (59,326) $11,050,528
========= ======= ========= ========= ========== ========== ========== ===========
</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,
---------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,115,014 $ 258,493
Adjustments to reconcile net income to cash
provided (used) by operating activities:
Depreciation 243,169 179,680
Deferred income taxes (127,240) 73,083
Provision for loan losses charged 312,672 74,820
Amortization of premiums on investment securities 90,050 135,732
Amortization of loan premiums, discounts and
deferred fees, net 67,871 70,389
Amortization of organizational costs 115,162 31,408
Gain on sale of loans held-for-sale (235,122) (12,182)
Proceeds from sales of loans held-for-sale 16,358,316 10,683,926
Originations of loans held-for-sale (16,441,460) (11,692,125)
Common stock rights issued in lieu of directors
compensation 15,000 14,500
Gain on foreclosed real estate (3,713) (14,575)
Gain on disposition of premises and equipment (5,944) (8,019)
Gain on sale of Fannie Mae stock (739,475) --
Net increase in accrued interest receivable and
other assets (584,172) (247,966)
Decrease in accrued expense and other liabilities (169,661) (57,341)
------------ ------------
Net cash provided (used) by operating activities 10,467 (510,177)
------------ ------------
Cash flows from investing activities:
Proceeds from maturities and principal repayments
of available-for-sale securities 1,817,844 2,580,403
Proceeds from maturities and principal repayments
of held-to-maturity securities 2,367,441 9,447,540
Proceeds from sale of Fannie Mae stock 746,409 --
Purchase of Fannie Mae stock (6,858) --
Net (increase) decrease in FHLB stock (77,200) 888,300
Net increase in certificates of deposit (802,981) (955,000)
Net increase in loans (10,124,194) (23,194,098)
Proceeds from sales of foreclosed real estate 69,169 66,000
Purchases of premises and equipment (229,289) (307,532)
------------ ------------
Net cash used by investing activities (6,239,659) (11,474,387)
------------ ------------
Cash flows from financing activities:
Net increase (decrease) in deposits (2,141,809) 4,850,103
Net change in other borrowed funds 7,300,000 5,750,000
Net increase (decrease) in advance payments by
borrowers for taxes and insurance (177,429) 371,719
Purchase of treasury stock (23,032) (7,224)
Proceeds from issuance of common stock 37,124 67,988
------------ ------------
Net cash provided by financing activities 4,994,854 11,032,586
------------ ------------
Decrease in cash and cash equivalents (1,234,338) (951,978)
Cash and cash equivalents at January 1 5,232,708 6,814,126
------------ ------------
Cash and cash equivalents at September 30 $ 3,998,370 $ 5,862,148
============ ============
(Continued)
6
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
Nine Month Periods Ended
September 30,
---------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid during the period
for:
Interest $ 3,271,517 $ 3,370,358
Income taxes 20,000 --
Supplemental disclosure of non-cash investing and
financing activities:
Real estate acquired in settlement of loans 409,568 --
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, 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:
September 30, 1999:
Mortgage-backed securities:
GNMA adjustable rate $ 9,611,019 $ 4,129 $ 94,016 $ 9,521,132
=============== =============== ============== ==============
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:
September 30, 1999:
Mortgage-backed securities:
FNMA participation certificates $ 1,885,574 $ 131 $ 10,279 $ 1,875,426
FHLMC participation certificates 2,235,199 -- 8,117 2,227,082
FHLMC adjustable rate 1,008,904 -- 33,029 975,875
--------------- --------------- -------------- --------------
$ 5,129,677 $ 131 $ 51,425 $ 5,078,383
=============== =============== ============== ==============
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>
September 30, 1999 $ 879,200 $ 19,055 $ -- $ 898,255
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>
September 30, December 31,
1999 1998
----------------- ------------------
<S> <C> <C>
First mortgage loans:
Conventional $ 74,000,591 $ 67,703,131
FHA insured and VA guaranteed 6,172,328 6,520,261
Consumer and installment loans 16,301,670 13,560,182
Construction loans 1,020,496 1,329,806
Other 2,790,671 1,949,673
----------------- ------------------
100,285,756 91,063,053
Less:
Loans in process 314,333 947,193
Unearned discounts, deferred loan fees, and other 773,643 705,772
Allowance for loan losses 645,025 600,984
----------------- ------------------
$ 98,552,755 $ 88,809,104
================= ==================
</TABLE>
An analysis of the changes in allowance for loan losses follows:
<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 30, 1999 December 31, 1998
---------------------- ---------------------
<S> <C> <C>
Balance at beginning of year $ 600,984 $ 527,347
Loans charged-off (289,758) (190,056)
Recoveries 21,127 25,413
--------------- ---------------
Net loans charged-off (268,631) (164,643)
Provision for loan losses charged to operations 312,672 238,280
--------------- ---------------
Balance at end of period $ 645,025 $ 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>
Nine Months Ended Year Ended
September 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 (1,164,935) (454,918)
-------------------- -------------------
Balance at end of period $ 1,242,255 $ 2,272,616
==================== ===================
</TABLE>
NOTE 5 NON-PERFORMING ASSETS
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The composition of the Bank's portfolio of non-performing assets is shown in the
following table:
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
-------------------- -------------------
<S> <C> <C>
Non-accruing loans* $ 265,581 $ 349,128
Past due 90 days or more and still accruing -- --
Real estate owned 568,967 166,195
-------------------- -------------------
Total non-performing assets $ 834,548 $ 515,323
==================== ===================
Ratio of non=performing assets to total assets 0.65% 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 Nine Months Ended
September 30, September 30,
------------------------------------- ------------------------------------
1999 1998 1999 1998
----------------- ------------------ ----------------- -----------------
<S> <C> <C> <C> <C>
Weighted average common
shares - Basic 1,235,046 1,217,336 1,234,870 1,217,336
Plus effect of dilutive securities:
Stock Options 33,280 89,407 24,792 81,930
Common Stock Rights 4,604 1,998 4,167 1,929
----------------- ------------------ ----------------- -----------------
----------------- ------------------ ----------------- -----------------
Weighted average common
shares - Assuming Dilution 1,272,930 1,308,741 1,263,829 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 $5,936,868 or 4.9%, from December
31, 1998 to September 30, 1999. The increase in assets was primarily due to
an increase of approximately $9.7 million in loans receivable from December
31, 1998 to September 30, 1999. Securities available-for-sale and securities
held-to-maturity reduced by $1.9 and $2.4 million, respectively, because of
principal payments and prepayments.
Total liabilities increased $4,811,101 or 4.3% from December 31, 1998 to
September 30, 1999. An increase of $7.3 million in FHLB advances was the
primary cause of the increase in total liabilities from December 31, 1998 to
September 30, 1999 and was due to the increased loan demand. The increase in
total liabilities was partially offset by a decrease in deposits of
approximately $2.1 million or 2.0%.
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 September 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 $127,483,191
Net unrealized depreciation on available-for-sale securities, net 59,326
Less intangible assets disallowed for regulatory purposes (546,442)
--------------
Adjusted regulatory total assets $126,996,075
==============
Risk-based assets $84,405,000 $84,405,000
------------- -------------
------------- -------------
Stockholders' equity $10,898,769 $10,898,769 $10,898,769
Net unrealized depreciation on available-for-sale securities, net 59,326 59,326 59,326
General valuation allowance -- -- 645,025
Less intangible assets disallowed for regulatory purposes (546,442) (546,442) (546,442)
-------------- ------------- -------------
Regulatory capital 10,411,653 10,411,653 11,056,678
Regulatory capital required to be "well capitalized" 6,349,804 5,064,300 8,440,500
-------------- ------------- -------------
Excess regulatory capital $4,061,849 $5,347,353 $2,616,178
============== ============= =============
Bank's capital to adjusted regulatory assets 8.20%
==============
Bank's capital to risk-based assets 12.34% 13.10%
============= =============
</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, 1999, the Bank had $13.05 million
in FHLB borrowings.
RESULTS OF OPERATIONS
THREE-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED SEPTEMBER 30, 1999 AND 1998
Net income for the three months ended September 30, 1999 was $295,199
compared to $111,194 for the three months ended September 30, 1998.
Net interest income before provision for loan losses increased by
approximately $174,000 to $1,037,000 for the three-month period ended
September 30, 1999 compared to $863,000 for the same period in 1998. Interest
income for the quarter ended September 30, 1999 increased by $171,000
compared to a decrease of $3,000 for interest expense. The increase in
interest income was caused by an increase in interest income on loans
receivable of $300,000, which was partially offset by a decrease in
mortgage-backed securities interest income of $118,000. During the third
quarter of 1999 the provision for loan losses increased by $117,000 to
$138,000 as compared to $21,000 in the second quarter of 1998.
During the three-months ended September 30, 1999 noninterest income increased
by $47,000 to $286,000 compared to $239,000 in 1998. The increase in
noninterest income for the quarter ended September 30, 1999 was primarily due
to an increase in net realized gains on sales of loans of $30,000 to $85,000,
as compared to $55,000 for the quarter ended September 30, 1998.
Noninterest expense increased to $978,000 for the quarter ended September 30,
1999 as compared to $924,000 in the same quarter in 1998. The $54,000
increase in noninterest expense was primarily due to an increase in other
expense. The $63,000 increase in other expense was principally because of an
increase in loan servicing expense due to the sale of loan servicing rights
in the last quarter of 1998, and an increase in computer processing expense.
The income tax benefit for the quarter ended September 30, 1999 was $88,000
compared to an expense of $46,000 in the quarter ended September 30, 1998.
The net income tax benefit for the quarter ended September 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.
NINE-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED SEPTEMBER 30, 1999 AND 1998
Net income for the nine months ended September 30, 1999 was $1,115,014
compared to $258,493 for the nine months ended September 30, 1998.
Net interest income before provision for loan losses increased by
approximately $367,000 to $2,941,000 for the nine-month period ended
September 30, 1999 compared to $2,574,000 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 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 nine-months ended September 30, 1999 increased by $606,000 compared to an
increase
15
<PAGE>
of $239,000 for interest expense. During the first nine-months of 1999 the
provision for loan losses increased to $312,000 compared to $75,000 in the
first nine-months of 1998.
During the nine-months ended September 30, 1999 noninterest income increased
by $805,000 to $1,486,000 compared to $681,000 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 $34,000 during the nine-months ended September
30, 1999 as compared to the same period from 1998, primarily due to the sale
of servicing rights during the last quarter of 1998. Net realized gains on
sales of loans increased by $59,000 to $235,000 in the first nine-months of
1999 compared to the same period in 1998.
Noninterest expense increased to $3,147,000 for the nine-months ended
September 30, 1999 as compared to $2,823,000 in the same period in 1998. The
$324,000 increase in noninterest expense was due to increases in other
expenses of $176,000, salaries and employee benefits of $45,000, occupancy
expense of $68,000. 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 quarter ended March 31, 1999.
The income tax benefit for the first nine-months of 1999 was $147,000
compared to an expense of $99,000 in the nine-months ended September 30,
1998. The income tax benefit for the first nine-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
The Bank announced on June 21, 1999, that it had reached a definitive
agreement, on June 18, 1999 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. Subsequently, the acquisition has been approved by
regulatory authorities and is anticipated to occur in November 1999. The
branches consist primarily of deposit accounts and should provide
approximately $26.9 million in cash to the Bank, which will be immediately
invested to provide an income stream. The Bank plans to invest these new
funds in short-term duration investment products in order to provide
increased earnings and maintain a low level of risk. As opportunities become
available to invest in higher yielding products such as loans, these funds
will be invested in these loans, while being mindful of the Banks normal
level of credit risk.
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, but not limited to, 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.
16
<PAGE>
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.
PART II - OTHER INFORAMTION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held an annual meeting of stockholders on May 20, 1999. The
following table sets forth certain information relating to each of the matters
voted upon at the meeting.
<TABLE>
<CAPTION>
Votes
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Against or Broker
Matters Voted Upon For Withheld Abstentions Non-Votes
1. Election of Directors:
James A. Clark 944,000 22,597 * *
Norman R. Corzine 947,424 19,173 * *
Allan M. Moorhead 945,136 21,461 * *
R. Chad Lydick 947,922 18,675 * *
2. Ratification of the selection
of Robinson Burdette Martin &
Cowan, L.L.P. as independent
public accountants for the
current year. 951,385 15,212 * *
</TABLE>
* Not applicable or not readily available
ITEM 5 - OTHER INFORMATION
In July 1999, one of the Company's board members resigned as a director of the
Company. His resignation was not the result of any disagreement with any matter
relating to the Company's operation, policies, or practices.
17
<PAGE>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.3.2 Amendment Number Two to Profit Sharing and Employee Stock
Ownership Plan of First Savings Bank, F.S.B.
10.3.3 Amendment Number Three to Profit Sharing and Employee Stock
Ownership Plan of FirstBank (Formerly First Savings Bank,
F.S.B.)
10.3.4 Amendment Number Four to Profit Sharing and Employee Stock
Ownership Plan of FirstBank (Formerly First Savings Bank,
F.S.B.)
10.12.1 Amendment Number One to Nonqualified 401(K) Rabbi Trust for an
Executive Savings Plan dated June 1, 1998
10.6.2 Extension of Employment Agreement with Kenneth J. Huey, Jr.
dated July 29, 1999
10.7.2 Extension of Employment Agreement with Norman R. Corzine
dated July 29, 1999
27 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, 1999 /s/ Norman R. Corzine
--------------------------------------------
Norman R. Corzine, Chairman of the Board,
Chief Executive Officer
(DULY AUTHORIZED REPRESENTATIVE)
Date: October 27, 1999 /s/ Ken Huey, Jr.
--------------------------------------------
Ken Huey, Jr., President, Chief Financial
Officer and Director
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
(DULY AUTHORIZED REPRESENTATIVE)
19
<PAGE>
Exhibit 10.3.2
AMENDMENT NO. 2
TO THE
PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN
OF
FIRST SAVINGS BANK, F.S.B.
THIS AMENDMENT is approved and adopted by First Savings Bank, F.S.B. on
this 14th day of November, 1997, as required by the Internal Revenue Service in
the IRS determination letter dated September 30, 1997.
RECITALS
A. First Savings Bank, F.S.B. executed the Profit Sharing and Employee
Stock Ownership Plan, effective January 1, 1996.
B. Section 13.1 of the plan provides in part as follows:
"At any time the Company may amend this Plan and Trust by action of the
Board of Directors . . . ."
C. The Company now desires to amend the plan and trust.
AMENDMENT
The Company hereby amends the plan and trust as follows:
1. EFFECTIVE JANUARY 1, 1996, SECTION 9.7[I] OF THE PLAN HEREBY IS
AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS:
[i] An "exempt loan" is a loan that satisfies the provisions of this
section 9.7.
2. ANY INCONSISTENT PROVISION OF THE PLAN AND TRUST SHALL BE READ
CONSISTENT WITH THIS AMENDMENT.
3. EXCEPT AS AMENDED ABOVE, THE COMPANY HEREBY AFFIRMS AND READOPTS EACH
AND EVERY OTHER PROVISION OF THE PLAN AND TRUST.
IN WITNESS WHEREOF, the Company has executed this amendment as of the date
first mentioned above.
FIRST SAVINGS BANK, F.S.B.
By:
------------------------------------
Title:
---------------------------------
<PAGE>
Exhibit 10.3.3
AMENDMENT NO. 3
TO THE
PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN
OF
FIRSTBANK (FORMERLY FIRST SAVINGS BANK, F.S.B.)
THIS AMENDMENT is approved and adopted by FirstBank (formerly
First Savings Bank, F.S.B.) on this 1st day of April, 1999.
RECITALS
A. FirstBank (Formerly First Savings Bank, F.S.B.) executed the Profit
Sharing and Employee Stock Ownership Plan, effective January 1, 1996.
B. Section 13.1 of the plan provides in part as follows:
"At any time the Company may amend this Plan and Trust by action of the
Board of Directors . . . ."
C. The Company now desires to amend the plan and trust.
AMENDMENT
The Company hereby amends the plan and trust as follows:
1. EFFECTIVE APRIL 1, 1999, ALL REFERENCES IN THE PLAN TO "FIRST SAVINGS
BANK, F.S.B." SHALL BE CHANGED TO REFER TO "FIRSTBANK" AND ALL REFERENCES IN THE
PLAN TO "FIRST SAVINGS BANK, F.S.B. PROFIT-SHARING AND EMPLOYEE STOCK OWNERSHIP
PLAN" SHALL BE CHANGED TO REFER TO "FIRSTBANK PROFIT-SHARING AND EMPLOYEE STOCK
OWNERSHIP PLAN".
2. EFFECTIVE APRIL 1, 1999, SECTION 4.4[c] OF THE PLAN HEREBY IS AMENDED
TO READ IN ITS ENTIRETY AS FOLLOWS:
3.1 PARTICIPATION: Any Employee who is a Participant in this Plan as
of the Effective Date of this Plan will remain a Participant in
this Plan. Any other or new Employee will become a Participant
as of the Employee's Employment Commencement Date, or
Reemployment Commencement Date, provided that the Employee then
is at least 21 years of age.
3. EFFECTIVE JANUARY 1, 1999, SECTION 4.1[b] OF THE PLAN HEREBY IS
AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS:
4.1[b] COMPANY MATCHING CONTRIBUTIONS: The Company will make
matching contributions ("Matching Contributions") to the Plan on
behalf of Participants, in the following amounts: If the Participant
elects, pursuant to Section 12.7, to invest all or any portion of his
or her salary reduction contributions for any Plan Year in Qualifying
Employer Securities, and such salary reduction contributions remain
invested in Qualifying Employer Securities as of the last day of the
Plan Year, the Matching Contribution for such Participant for the Plan
Year will equal a percentage (such percentage to be determined by the
Company each Plan Year) of each $1.00 of salary reduction
contributions for the Plan Year which are so invested in Qualifying
Employer Securities. If the Participant elects, pursuant to Section
12.7, to invest all or any portion of his or her salary reduction
contributions for any Plan Year in investments other than Qualifying
Employer
<PAGE>
Securities, or if such salary reduction contributions which were
invested in Qualifying Employer Securities during the Plan Year are
invested in other assets of the last day of the Plan Year, the Matching
Contribution for such Participant for the Plan Year will equal 50% of
the percentage determined for contributions which are invested in
Qualifying Employer Securities. The Matching Contribution will be made
to the Profit-Sharing Accounts in the Plan, unless such Matching
Contribution is designated by the Company as a contribution to the ESOP
Accounts in the Plan.
4. EFFECTIVE APRIL 1, 1999 SECTION 4.4[c] OF THE PLAN HEREBY IS AMENDED
TO READ IN ITS ENTIRETY AS FOLLOWS:
4.4[c] PARTICIPANT ELECTIVE DEFERRALS: Effective April 1, 1999,
each Participant will be deemed to have elected to reduce his or her
Compensation for contribution to this Plan as an elective deferral in
an amount equal to 2% of such Participant's Compensation; provided,
however, that the participant may elect to suspend such elective
deferral contributions, or change the amount of such elective deferral
contributions. Such election shall be made at such time and in
accordance with such procedures as are established by the
Administrator from time to time. A Participant may change his or her
deferral election prospectively but not retroactively by giving
written notice to the Administrator within the time limits prescribed
by the Administrator. A Participant may elect to make, modify, or
cease elective deferrals during the election periods established by
the Administrator, which election periods must be provided at least
annually. A Participant also may elect to defer all or any portion of
any bonus payable to the Participant provided that such deferral
election is made prior to the time the Participant receives such
bonus. Participant elective deferral contributions will be treated as
part of the Participant's Profit-Sharing Accounts.
5. EFFECTIVE APRIL 1, 1999, SECTIONS 5.1[a] AND 5.1[b] OF THE PLAN HEREBY
ARE AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS:
5.1[a] PROFIT-SHARING CONTRIBUTIONS: The Company's Profit-Sharing
Contributions made pursuant to section 4.1[a] will be allocated to
Participants in the ratio in which a Participant's Compensation for the
Plan Year bears to the total Compensation of all eligible Participants
for the Plan Year. A Participant will be entitle to share in the
allocation of the Profit-Sharing Contribution for the Plan Year if the
Participant completes 1,000 or more Hours of Service and is employed by
the Company on the last day of the Plan Year. For the first Plan Year
of participation in the Plan, the 1,000 Hours of Service requirement in
the preceding sentence will be prorated based on the number of days the
Participant was employed during the Plan Year. Compensation will be
recognized under this Plan only from the Participant's effective date of
participation in the Plan.
However, Profit-Sharing Contributions for the Plan Year in which a
Participalnt attains Normal Retirement Age, Early Retirement Age, or
Late Retirement Age and terminates employment, or dies, will be
allocated to such Participant regardless of the Hours of Service the
Participant completes during such Plan Year and regardless of whether
the Participant is an employee on the last day of the Plan Year.
[b] MATCHING CONTRIBUTIONS: The Company's Matching Contribution
will be allocated to each Participant as a percentage of such
Participant's elective deferral contributions to the Plan for the Plan
Year. A Participant will be entitled to share in the allocation of
the Matching Contribution for the Plan Year if, during the Plan Year,
the Participant completes 1,000 or more Hours of Service and is
<PAGE>
employed by the Company on the last day of the Plan Year. For the
first Plan Year of participation in the Plan, the 1,000 Hours of
Service requirement in the preceding sentence will be prorated based
on the number of days the Participant was employed during that Plan
Year. However, Matching Contributions for the Plan Year in which a
Participant attains Normal Retirement Age, Early Retirement Age, or
Late Retirement Age and terminates employment, or dies, will be
allocated to such Participant regardless of the Hours of Service the
Participant completes during such Plan Year and regardless of whether
the Participant is employed on the last day of the Plan Year.
6. EFFECTIVE APRIL 1, 1999, SECTION 12.7[a] OF THE PLAN HEREBY IS AMENDED
TO READ IN ITS ENTIRETY AS FOLLOWS:
12.7[a] GENERAL RULES FOR DIRECTION OF PROFIT-SHARING ACCOUNTS:
Each Participant may direct the Trustee's investment of his or her
Profit-Sharing Account, including the portion of his or her Account
attributable to Participant rollover contributions, Participant
elective deferral contributions, and Company Matching Contributions,
as provided in this section.
7. ANY INCONSISTENT PROVISION OF THE PLAN AND TRUST SHALL BE READ
CONSISTENT WITH THIS AMENDMENT.
8. EXCEPT AS AMENDED ABOVE, THE COMPANY HEREBY AFFIRMS AND READOPTS EACH
AND EVERY OTHER PROVISION OF THE PLAN AND TRUST.
IN WITNESS WHEREOF, the Company has executed this amendment as of the
date first mentioned above.
FIRSTBANK
By:
---------------------------------------
Title:
-------------------------------------
<PAGE>
Exhibit 10.3.4
AMENDMENT NO. 4
TO THE
PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN
OF FIRSTBANK
THIS AMENDMENT is approved and adopted by FIRSTBANK on this 26th day of
August 1999.
RECITALS
A. FIRSTBANK (the "Company") executed the Profit Sharing and
Employee Stock Ownership Plan (the "Plan and Trust"), effective January 1, 1996.
B. Section 13.1 of the Plan and Trust provides in part as
follows:
"At any time the Company may amend this Plan and Trust by action of the
Board of Directors. . ."
C. The Company now desires to amend the Plan and Trust.
AMENDMENT
The Company hereby amends the Plan and Trust as follows:
1. EFFECTIVE JULY 1, 1999, SECTION 2.29 OF THE PLAN AND TRUST
HEREBY IS AMENDED TO READ BY ADDING THE FOLLOWING SENTENCE TO THE END OF THAT
SECTION:
For asset or stock acquisitions completed on and after July 1, 1999, an
individual who transfers employment from the acquired company to the
Company will receive credit for service with the acquired company for
purposes of determining Years of Service for vesting and eligibility
purposes under this Plan.
2. ANY INCONSISTENT PROVISION OF THE PLAN AND TRUST SHALL BE READ
CONSISTENT WITH THIS AMENDMENT.
3. EXCEPT AS AMENDED ABOVE, THE COMPANY HEREBY AFFIRMS AND
READOPTS EACH AND EVERY OTHER PROVISION OF THE PLAN AND TRUST.
<PAGE>
Exhibit 10.3.4
IN WITNESS WHEREOF, the Company has executed this amendment as of the
date first mentioned above.
FIRSTBANK
By:
------------------------------------
Ken Huey, Jr.
Title:
---------------------------------
President
<PAGE>
Exhibit 10.6.2
FIRSTBANK
AND
ACCESS ANYTIME BANCORP, INC.
EMPLOYMENT AGREEMENT
AGREEMENT, made this 29th day of July, 1999, by and between FIRSTBANK
(Bank), a federally chartered stock savings bank and ACCESS ANYTIME BANCORP,
INC. (Company) and Kenneth J. Huey, Jr. (Officer).
The Officer is an employee of the Bank/Company and has been duly
elected.
The Bank/Company desires to provide for the employment of the Officer
in order to reinforce and encourage his continued attention and dedication to
the growth and success of the Bank/Company as a member of the Bank management;
The Officer desires to serve the Bank/Company on the terms and
conditions to contained in this Agreement;
THEREFORE, in consideration of the premises and respective agreements
contained herein and for other good and valuable consideration, the parties
agree as follows:
1. Employment. The Bank/Company agrees to employ and the Officer agrees
to serve the Bank/Company on the terms and conditions set forth in this
Agreement.
2. Term. The term of this Agreement shall commence on or before August
1, 1999 and shall continue for a period of three years through August 1, 2002,
subject to the terms and conditions herein set forth. As required by Thrift
Bulletin No. 27a(#RB 27a) the Board of Directors of the Bank/Company must review
and approve any renewals or extensions of this contract.
3. Position and Responsibilities. It is intended that at all times
during the term of this Agreement the Officer shall serve as President, Chief
Executive Officer, and Director of the Bank, and President, Chief Financial
Officer, and Director of the Company. The Officer shall devote time and
attention to the business and affairs of the Bank/Company (excluding periods of
vacation, sickness, and permitted leaves of absence as provided for in the
Bank's personnel policies).
(a) MAJOR DUTIES AND RESPONSIBILITIES. The Officer will
provide leadership and direction, and guide the Bank/Company's activities to
ensure the short-term and long-term profitability of the Bank/Company, equitable
treatment and development of employees, and maintenance of good
Bank/Company-community relationships The following duties/responsibilities are
considered to be essential functions of Officer's position.
1
<PAGE>
(i) Coordinate the efforts of the Bank/Company's
lending activities through guidance and direction of mortgage loan,
commercial loan, and installment loan departments. Maintain control of the
marketing, personnel, operations, and staff activities under the direction
of other senior management; and
(ii) Contribute to the effective, profitable
operation of the Bank/Company by participating in asset management,
executive, investment, stockholder, and marketing activities, and
(iii) Represent the Bank/Company and provide
leadership in key community activities, including business, charitable,
civic, and social organizations to maintain a proper responsible citizen
stature for the Bank/Company.
4. Compensation. During the period of the Officer's employment, the
Bank/Company shall provide said Officer with the following compensation and
other benefits:
(a) SALARY. The Bank/Company shall pay to the Officer a salary
at a rate not less than $130,000 per annum, payable in accordance with the
standard payroll practices of the Bank/Company. This salary may be increased
from time to time by the Board of Directors of the Bank/Company, taking into
account, among other things, individual performance and general business
conditions. Management will annually recommend allocation of Base Salary between
Bank and Company, provided, however, that Bank and Company are jointly and
severally responsible for payment of Officer's salary and other compensation and
benefits provided by this Agreement.
(b) INCENTIVE/BONUS COMPENSATION. The Officer shall be
eligible to participate in Board-approved incentive or bonus compensation plans.
(c) EMPLOYEE BENEFITS. The Officer shall be eligible to
participate in all benefit programs of the Bank/Company including but not
limited to profit sharing/employee stock ownership, 401K plan, deferred
compensation plan, group life insurance, separate life insurance plans, group
health insurance, sick leave, salary continuation, disability, vacation, and
holidays.
(d) PERQUISITES AND BUSINESS EXPENSES. The Officer shall be
entitled to prompt reimbursement of all reasonable expenses incurred by said
Officer in performing services hereunder and is to be provided additional
perquisites customary for the Bank/Company. The Bank/Company shall provide a
late model automobile for use by the Officer during the term of this Agreement.
(e) STOCK OPTION PLAN. The Board of Directors shall cause the
Bank/Company to grant under its stock option plan (FIRSTBANK, 1997 Stock Option
and Incentive Plan) 6,000 shares of Company common stock to the officer
effective July 30, 1999. The option may be exercisable at the fair market price
of the common stock at the date of the grant, as indicated by the stock option
plan with an expiration date as determined by the plan.
2
<PAGE>
(f) 12 USC 1828(k) COMPLIANCE. Any payments made to the
Officer pursuant to this Agreement, or otherwise, are subject to, and
conditioned upon, their compliance with 12 USC 1828(k) and any regulations
promulgated thereunder.
5. Termination.
The following events shall constitute grounds for termination:
(a) DISABILITY OR DEATH. If, as a result of the Officer's
incapacity due to physical or mental illness, the Officer shall have been
unable to perform the essential functions of his position as described in
PARA 3(a) above on a full-time basis for 150 consecutive business days, then
the Bank/Company shall be entitled to deliver written notice of termination
to the Officer, and if, within 30 days after any such written notice of
termination is given, the Officer remains unable to perform the essential
functions of his position on a full-time basis, the Bank/Company may
terminate the Officer's employment hereunder. Upon the death of the Officer,
the Bank/Company shall continue to pay the Officer's estate the Base Salary
for a period of 180 days following the Officer's death, following which the
obligations of the Bank/Company hereunder shall terminate. Termination
hereunder shall not affect the Officer's entitlement to any vested benefits
of the Officer hereunder or under any plan or arrangement contemplated by
Section 4 above.
(b) CAUSE. The Bank/Company may terminate the Officer's
employment at any time, but any termination by the Bank/Company other than
termination for cause, shall not prejudice the Officer's right to receive
compensation or other benefits under this Agreement. The Officer shall not have
a right to receive compensation or other benefits for any period after
termination for cause. Termination for cause shall include termination because
of the Officer's personal dishonesty, incompetence, willful misconduct, breach
of fiduciary duty involving personal profit, intentional failure to perform
stated duties, willful violation of any law, rule, or regulation (other than
traffic violations or similar offenses), or breach of any provision of this
Agreement.
If the Officer is suspended and/or temporarily prohibited from
participation in the conduct of the Bank/Company's affairs by a notice served
under Section 8(e)(3) or (g)(1) of [the] Federal Deposit Insurance Act (12
U.S.C. 1818(e)(3) and (g)(1)) the Bank/Company's obligations under this
Agreement shall be suspended as of the date of service unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the
Bank/Company may, at its discretion, (i) pay the Officer all or part of the
compensation withheld while its Contract (Agreement) obligations were suspended
and (ii) reinstate (in whole or in part) any of its obligations which were
suspended.
If the Officer is removed and/or permanently prohibited from
participating in the conduct in the Bank/Company's affairs by an order issued
under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
1818(e)(3) or (g)(1)), all obligations of the Bank/Company under this Agreement
shall terminate as of the effective date of the order, but vested rights of the
contracting parties shall not be affected.
The Bank/Company shall exercise its right to terminate the
Officer's employment for cause by giving him a prompt written notice of
termination specifying in
3
<PAGE>
reasonable detail the circumstances constituting such cause and specifying
such date of termination as the Bank/Company shall determine.
In the event of a termination for cause, the Bank/Company
shall have no further liability for payments (other than previously accrued and
unpaid compensation) under Section 4 of this Agreement.
(c) DEFAULT. If the Bank/Company is in default (as defined in
Section 3(x)(1) of the Federal Deposit Insurance Act), all obligations under
this Agreement shall terminate as of the date of default, but this paragraph
shall not affect any vested rights of the contracting parties.
Further, all obligations under this Agreement shall be
terminated, except to the extent determined that continuation of this Agreement
is necessary [for] the continued operation of the Bank/Company.
(i) by the Director of the Office of Thrift
Supervision or his or her designee, at the time the Federal Deposit Insurance
Corporation enters into an agreement to provide assistance to or on behalf of
the Bank/Company under the authority contained in Section 13(c) of the
Federal Deposit Insurance Act; or
(ii) by the Director of the Office of Thrift
Supervision or his or her designee, at the time the Director or his or her
designee approves a supervisory merger to resolve problems related to
operation of the Bank/Company or when the Bank/Company is determined by the
Director to be in an unsafe or unsound condition.
(d) OTHER. The Bank/Company may terminate the Officer's
employment for reasons other than for cause. In such circumstances, the
Bank/Company shall pay to said Officer salary and employee benefits for the
remainder of the term of the Agreement, unless otherwise prohibited herein.
(e) TOTAL COMPENSATION. The compensation to the Officer upon
departure, for any reason, will not exceed three times the Officer's average
annual compensation as described in PARA 4(a) and (b) above, based on the five
most recent taxable years. In the case of termination for cause, however, no
payments will be made.
6. Termination by the Officer.
(a) GOOD REASON. The Officer may terminate his employment for
good reason if: (i) any other corporation or entity acquires all or
substantially all of the business of the Bank/Company; (ii) he is not reelected
an officer; or (iii) he is assigned duties inconsistent with his duties as an
officer or inconsistent with his experience.
The Officer shall exercise his right to terminate his
employment for Good Reason by giving the Bank/Company a prompt written notice of
termination specifying in reasonable detail the circumstances constituting such
Good Reason and specifying such date of termination as the Officer shall
determine.
4
<PAGE>
In the event of a termination for Good Reason, the
Bank/Company shall pay to the Officer salary and employee benefits for the
balance of the term of the Agreement.
7. Other Miscellaneous Covenants.
(a) TAX WITHHOLDING. The Bank/Company shall have the right to
deduct from any payment required to be made to the Officer or said Officer's
estate or beneficiaries, any federal, state, or local taxes of any kind required
by law to be withheld with respect to such payments.
(b) NOTICES. Any notice hereunder to the Bank/Company shall be
addressed to Chairman of the Board of Directors of the Bank and Chairman of the
Company, P.O. Box 1569, Clovis, New Mexico 88102-1569. Any notice to the Officer
shall be directed to said officer at Officer's last known address contained in
the Bank/Company's files. Either party may designate an address at any time
hereafter in writing.
(c) ENTIRE AGREEMENT.This Agreement sets forth the entire
Agreement and understanding of the parties with respect to the subject matter
herein.
(d) SUCCESSORS: ASSIGNS. Except as herein expressly provided,
the respective rights and obligations of the Officer and the Bank/Company under
this Agreement shall not be assigned by either party without the written consent
of the other party but shall inure to the benefit of, and be binding upon, the
parties or its permitted successors or assigns. With respect to the
Bank/Company, successors shall include any other corporation or entity with
which the Bank/Company may be merged or otherwise combined or which may acquire
all or substantially all of the business (ownership) of the Bank/Company. With
respect to the Officer, successors shall include Officer's estate,
beneficiaries, or other legal representatives. Nothing herein expressed or
implied is intended to confer on any person other than the parties hereto any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement.
(e) AMENDMENT; WAIVER. No provision of this Agreement may be
amended or waived without written authorization of both the Board of Directors
and the Officer.
(f) SEVERABILITY. In the event that any provision of this
Agreement shall be determined to be invalid or unenforceable, the remaining
provisions of the Agreement shall remain in full force and effect.
(g) GOVERNING LAW. This Agreement shall be deemed a Contract
under, and for all purposes shall be construed with, the laws of the State of
New Mexico.
(h) ARBITRATION. Any dispute or disagreement arising under
this Agreement shall be settled by arbitration conducted by a member of the
American Arbitration Association in accordance with the rules of said
association. Judgment may be entered on the arbitrator's award in any court
having jurisdiction. The expense of such arbitration, including arbitrator's
fees, cost, and reasonable attorney fees incurred by Officer, shall be borne by
the Bank/Company if the Officer receives a judgment in said Officer's favor
against the Bank/Company.
5
<PAGE>
(i) INVESTMENTS. Nothing contained in this contract shall
prevent the Officer from investing or trading stocks, bonds, securities, real
estate, or other forms of investment for said Officer's own benefit (directly or
indirectly), provided such investments do not significantly interfere or
conflict with Officer's services to be rendered hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
day, month and year first written above.
FIRSTBANK ACCESS ANYTIME BANCORP, INC.
By: ______________________________ By: _____________________________
Robert "Chad" Lydick, Chairman Norman R. Corzine, Chairman
Board of Directors
OFFICER
By: _______________________________
Kenneth J. Huey, Jr.
6
<PAGE>
Exhibit 10.7.2
FIRSTBANK
AND
ACCESS ANYTIME BANCORP, INC.
EMPLOYMENT AGREEMENT
AGREEMENT, made this 29th day of July, 1999, by and between FIRSTBANK
(Bank), a federally chartered stock savings bank and ACCESS ANYTIME BANCORP,
INC. (Company) and Norman R. Corzine (Officer).
The Officer is an employee of the Bank/Company and has been duly
elected.
The Bank/Company desires to provide for the employment of the Officer
in order to reinforce and encourage his continued attention and dedication to
the growth and success of the Bank/Company as a member of the Bank management;
The Officer desires to serve the Bank/Company on the terms and
conditions to contained in this Agreement;
THEREFORE, in consideration of the premises and respective agreements
contained herein and for other good and valuable consideration, the parties
agree as follows:
1. Employment. The Bank/Company agrees to employ and the Officer agrees
to serve the Bank/Company on the terms and conditions set forth in this
Agreement.
2. Term. The term of this Agreement shall commence on or before August
1, 1999 and shall continue for a period of three years through August 1, 2002,
subject to the terms and conditions herein set forth. As required by Thrift
Bulletin No. 27a(#RB 27a) the Board of Directors of the Bank/Company must review
and approve any renewals or extensions of this contract.
3. Position and Responsibilities. It is intended that at all times
during the term of this Agreement the Officer shall serve as Executive Vice
President and Strategic Planning Officer and Director of the Bank, and Chief
Executive Officer and Chairman of the Company. The Officer shall devote time and
attention to the business and affairs of the Bank/Company (excluding periods of
vacation, sickness, and permitted leaves of absence as provided for in the
Bank's personnel policies).
(a) MAJOR DUTIES AND RESPONSIBILITIES. The Officer will
provide leadership and direction in obtaining additional capital for the
Bank/Company, if required, coordinate the Bank/Company's strategic planning
activities, and guide the Bank/Company's investment activities to ensure the
short-term and long-term profitability and liquidity of the Bank/Company. The
following duties/responsibilities are considered to be essential functions of
Officer's position.
1
<PAGE>
(i) Coordinate and guide the Bank/Company's
efforts to raise additional capital when and if required by working with
current stockholders and/or potential investors; and
(ii) Coordinate the efforts of the Bank/Company's
investment activities through guidance and direction of the investment
portfolio, interest rate risk management, and net interest margin management;
and
(iii) Contribute to the effective, profitable
operation of the Bank/Company by participating in asset management,
executive, investment, stockholder, and marketing activities, and
(iv) Represent the Bank/Company and provide
leadership in key community activities, including business, charitable,
civic, and social organizations to maintain a proper responsible citizen
stature for the Bank/Company.
4. Compensation. During the period of the Officer's employment, the
Bank/Company shall provide said Officer with the following compensation and
other benefits:
(a) SALARY. The Bank/Company shall pay to the Officer a salary
at a rate not less than $130,000 per annum, payable in accordance with the
standard payroll practices of the Bank/Company. This salary may be increased
from time to time by the Board of Directors of the Bank/Company, taking into
account, among other things, individual performance and general business
conditions. Management will annually recommend allocation of Base Salary between
Bank and Company, provided, however, that Bank and Company are jointly and
severally responsible for payment of Officer's salary and other compensation and
benefits provided by this Agreement.
(b) INCENTIVE/BONUS COMPENSATION. The Officer shall be
eligible to participate in Board-approved incentive or bonus compensation plans.
(c) EMPLOYEE BENEFITS. The Officer shall be eligible to
participate in all benefit programs of the Bank/Company including but not
limited to profit sharing/employee stock ownership, 401K plan, deferred
compensation plan, group life insurance, separate life insurance plans, group
health insurance, sick leave, salary continuation, disability, vacation, and
holidays.
(d) PERQUISITES AND BUSINESS EXPENSES. The Officer shall be
entitled to prompt reimbursement of all reasonable expenses incurred by said
Officer in performing services hereunder and is to be provided additional
perquisites customary for the Bank/Company. The Bank/Company shall provide a
late model automobile for use by the Officer during the term of this Agreement.
(e) STOCK OPTION PLAN. The Board of Directors shall cause the
Bank/Company to grant under its stock option plan (FIRSTBANK, 1997 Stock Option
and Incentive Plan) 6,000 shares of Company common stock to the officer
effective July 30, 1999.
2
<PAGE>
The option may be exercisable at the fair market price of the common stock at
the date of the grant, as indicated by the stock option plan with an
expiration date as determined by the plan.
(f) 12 USC 1828(k) COMPLIANCE. Any payments made to the
Officer pursuant to this Agreement, or otherwise, are subject to, and
conditioned upon, their compliance with 12 USC 1828(k) and any regulations
promulgated thereunder.
5. Termination.
The following events shall constitute grounds for termination:
(a) DISABILITY OR DEATH. If, as a result of the Officer's
incapacity due to physical or mental illness, the Officer shall have been
unable to perform the essential functions of his position as described in
PARA 3(a) above on a full-time basis for 150 consecutive business days, then
the Bank/Company shall be entitled to deliver written notice of termination
to the Officer, and if, within 30 days after any such written notice of
termination is given, the Officer remains unable to perform the essential
functions of his position on a full-time basis, the Bank/Company may
terminate the Officer's employment hereunder. Upon the death of the Officer,
the Bank/Company shall continue to pay the Officer's estate the Base Salary
for a period of 180 days following the Officer's death, following which the
obligations of the Bank/Company hereunder shall terminate. Termination
hereunder shall not affect the Officer's entitlement to any vested benefits
of the Officer hereunder or under any plan or arrangement contemplated by
Section 4 above.
(b) CAUSE. The Bank/Company may terminate the Officer's
employment at any time, but any termination by the Bank/Company other than
termination for cause, shall not prejudice the Officer's right to receive
compensation or other benefits under this Agreement. The Officer shall not have
a right to receive compensation or other benefits for any period after
termination for cause. Termination for cause shall include termination because
of the Officer's personal dishonesty, incompetence, willful misconduct, breach
of fiduciary duty involving personal profit, intentional failure to perform
stated duties, willful violation of any law, rule, or regulation (other than
traffic violations or similar offenses), or breach of any provision of this
Agreement.
If the Officer is suspended and/or temporarily prohibited from
participation in the conduct of the Bank/Company's affairs by a notice served
under Section 8(e)(3) or (g)(1) of [the] Federal Deposit Insurance Act (12
U.S.C. 1818(e)(3) and (g)(1)) the Bank/Company's obligations under this
Agreement shall be suspended as of the date of service unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the
Bank/Company may, at its discretion, (i) pay the Officer all or part of the
compensation withheld while its Contract (Agreement) obligations were suspended
and (ii) reinstate (in whole or in part) any of its obligations which were
suspended.
If the Officer is removed and/or permanently prohibited from
participating in the conduct in the Bank/Company's affairs by an order issued
under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
1818(e)(3) or (g)(1)), all obligations of the Bank/Company under this Agreement
shall terminate as of the effective date of the order, but vested rights of the
contracting parties shall not be affected.
3
<PAGE>
The Bank/Company shall exercise its right to terminate the
Officer's employment for cause by giving him a prompt written notice of
termination specifying in reasonable detail the circumstances constituting such
cause and specifying such date of termination as the Bank/Company shall
determine.
In the event of a termination for cause, the Bank/Company
shall have no further liability for payments (other than previously accrued and
unpaid compensation) under Section 4 of this Agreement.
(c) DEFAULT. If the Bank/Company is in default (as defined in
Section 3(x)(1) of the Federal Deposit Insurance Act), all obligations under
this Agreement shall terminate as of the date of default, but this paragraph
shall not affect any vested rights of the contracting parties.
Further, all obligations under this Agreement shall be
terminated, except to the extent determined that continuation of this Agreement
is necessary [for] the continued operation of the Bank/Company.
(i) by the Director of the Office of Thrift
Supervision or his or her designee, at the time the Federal Deposit Insurance
Corporation enters into an agreement to provide assistance to or on behalf of
the Bank/Company under the authority contained in Section 13(c) of the
Federal Deposit Insurance Act; or
(ii) by the Director of the Office of Thrift
Supervision or his or her designee, at the time the Director or his or her
designee approves a supervisory merger to resolve problems related to
operation of the Bank/Company or when the Bank/Company is determined by the
Director to be in an unsafe or unsound condition.
(d) OTHER. The Bank/Company may terminate the Officer's
employment for reasons other than for cause. In such circumstances, the
Bank/Company shall pay to said Officer salary and employee benefits for the
remainder of the term of the Agreement, unless otherwise prohibited herein.
(e) TOTAL COMPENSATION. The compensation to the Officer upon
departure, for any reason, will not exceed three times the Officer's average
annual compensation as described in PARA 4(a) and (b) above, based on the five
most recent taxable years. In the case of termination for cause, however, no
payments will be made.
6. Termination by the Officer.
(a) GOOD REASON. The Officer may terminate his employment for
good reason if: (i) any other corporation or entity acquires all or
substantially all of the business of the Bank/Company; (ii) he is not reelected
an officer; or (iii) he is assigned duties inconsistent with his duties as an
officer or inconsistent with his experience.
The Officer shall exercise his right to terminate his
employment for Good Reason by giving the Bank/Company a prompt written notice of
termination specifying in
4
<PAGE>
reasonable detail the circumstances constituting such Good Reason and
specifying such date of termination as the Officer shall determine.
In the event of a termination for Good Reason, the
Bank/Company shall pay to the Officer salary and employee benefits for the
balance of the term of the Agreement.
7. Other Miscellaneous Covenants.
(a) TAX WITHHOLDING. The Bank/Company shall have the right to
deduct from any payment required to be made to the Officer or said Officer's
estate or beneficiaries, any federal, state, or local taxes of any kind required
by law to be withheld with respect to such payments.
(b) NOTICES. Any notice hereunder to the Bank/Company shall be
addressed to Chairman of the Board of Directors of the Bank and Chairman of the
Company, P.O. Box 1569, Clovis, New Mexico 88102-1569. Any notice to the Officer
shall be directed to said officer at Officer's last known address contained in
the Bank/Company's files. Either party may designate an address at any time
hereafter in writing.
(c) ENTIRE AGREEMENT.This Agreement sets forth the entire
Agreement and understanding of the parties with respect to the subject matter
herein.
(d) SUCCESSORS: ASSIGNS. Except as herein expressly provided,
the respective rights and obligations of the Officer and the Bank/Company under
this Agreement shall not be assigned by either party without the written consent
of the other party but shall inure to the benefit of, and be binding upon, the
parties or its permitted successors or assigns. With respect to the
Bank/Company, successors shall include any other corporation or entity with
which the Bank/Company may be merged or otherwise combined or which may acquire
all or substantially all of the business (ownership) of the Bank/Company. With
respect to the Officer, successors shall include Officer's estate,
beneficiaries, or other legal representatives. Nothing herein expressed or
implied is intended to confer on any person other than the parties hereto any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement.
(e) AMENDMENT; WAIVER. No provision of this Agreement may be
amended or waived without written authorization of both the Board of Directors
and the Officer.
(f) SEVERABILITY. In the event that any provision of this
Agreement shall be determined to be invalid or unenforceable, the remaining
provisions of the Agreement shall remain in full force and effect.
(g) GOVERNING LAW. This Agreement shall be deemed a Contract
under, and for all purposes shall be construed with, the laws of the State of
New Mexico.
(h) ARBITRATION. Any dispute or disagreement arising under
this Agreement shall be settled by arbitration conducted by a member of the
American Arbitration Association in accordance with the rules of said
association. Judgment may be entered on the arbitrator's award in any court
having jurisdiction. The expense of such arbitration, including arbitrator's
fees, cost, and reasonable attorney fees incurred by Officer, shall be borne by
the
5
<PAGE>
Bank/Company if the Officer receives a judgment in said Officer's favor
against the Bank/Company.
(i) INVESTMENTS. Nothing contained in this contract shall
prevent the Officer from investing or trading stocks, bonds, securities, real
estate, or other forms of investment for said Officer's own benefit (directly or
indirectly), provided such investments do not significantly interfere or
conflict with Officer's services to be rendered hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
day, month and year first written above.
FIRSTBANK ACCESS ANYTIME BANCORP, INC.
By: ______________________________ By: _____________________________
Robert "Chad" Lydick, Chairman Ken Huey, Jr., President
Board of Directors
OFFICER
By: _______________________________
Norman R. Corzine
6
<PAGE>
Exhibit 10.12.1
AMENDMENT NO.1
TO THE
EXECUTIVE SAVINGS PLAN FOR FIRSTBANK
(ALSO KNOWN AS ACCESS ANYTIME BANCORP, INC.)
THIS AMENDMENT is approved and adopted by FIRSTBANK on this 26th day of
August 1999.
RECITALS
A. FIRSTBANK (also known as Access Anytime BanCorp, Inc.) (the
"Bank"), executed the Executive Savings Plan for FIRSTBANK or Access Anytime
BanCorp, Inc. (the "Plan"), effective June 1, 1998, in order to provide a means
for select highly compensated and management employees to defer a portion of
their compensation and to encourage them to provide additional financial
security for the future.
B. Section 10.2 of the Plan provides in part as follows:
"the Plan may be amended from time to time in any respect whatever by
resolution of the board of directors of the Bank specifying such
amendment. . ."
C. The Bank now desires to amend the Plan.
AMENDMENT
The Bank hereby amends the Plan as follows:
1. SECTION 1.1(A)(12) OF THE PLAN HEREBY IS AMENDED TO READ IN
ITS ENTIRETY AS FOLLOWS:
(12) "Employee" shall mean all employees of the Bank who hold the
position of Vice President for the Bank or any higher executive
position at the Bank, as determined by the Bank.
2. SECTION 1.1(A)(18) OF THE PLAN HEREBY IS AMENDED TO READ IN
ITS ENTIRETY AS FOLLOWS:
(18) "Participant" shall mean an Employee who has completed and
filed a written application for participation as required under
Sections 2.2 and 2.4 of the Plan.
3. THIS AMENDMENT TO THE PLAN SHALL BE EFFECTIVE AS OF JUNE 1,
1999.
<PAGE>
Exhibit 10.12.1
4. ANY INCONSISTENT PROVISION OF THE PLAN SHALL BE READ
CONSISTENT WITH THIS AMENDMENT.
5. EXCEPT AS AMENDED ABOVE, THE BANK HEREBY AFFIRMS AND READOPTS
EACH AND EVERY OTHER PROVISION OF THE PLAN.
IN WITNESS WHEREOF, the Bank has executed this amendment as of the date
first mentioned above.
FIRSTBANK
By:
-------------------------------------------
Ken Huey, Jr.
Title:
----------------------------------------
President
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1999 AND RELATED
STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE NINE MONTH PERIOD ENDING
SEPTEMBER 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 3,998
<INT-BEARING-DEPOSITS> 3,393
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 9,521
<INVESTMENTS-CARRYING> 5,130
<INVESTMENTS-MARKET> 5,078
<LOANS> 98,553
<ALLOWANCE> 645
<TOTAL-ASSETS> 127,705
<DEPOSITS> 102,903
<SHORT-TERM> 0
<LIABILITIES-OTHER> 701
<LONG-TERM> 13,050
0
0
<COMMON> 12
<OTHER-SE> 11,038
<TOTAL-LIABILITIES-AND-EQUITY> 127,705
<INTEREST-LOAN> 5,568
<INTEREST-INVEST> 732
<INTEREST-OTHER> 214
<INTEREST-TOTAL> 6,514
<INTEREST-DEPOSIT> 3,242
<INTEREST-EXPENSE> 3,572
<INTEREST-INCOME-NET> 2,941
<LOAN-LOSSES> 313
<SECURITIES-GAINS> 739
<EXPENSE-OTHER> 3,147
<INCOME-PRETAX> 968
<INCOME-PRE-EXTRAORDINARY> 1,115
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,115
<EPS-BASIC> .90
<EPS-DILUTED> .88
<YIELD-ACTUAL> 7.37
<LOANS-NON> 266
<LOANS-PAST> 0
<LOANS-TROUBLED> 835
<LOANS-PROBLEM> 835
<ALLOWANCE-OPEN> 601
<CHARGE-OFFS> 290
<RECOVERIES> 21
<ALLOWANCE-CLOSE> 645
<ALLOWANCE-DOMESTIC> 645
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
