<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, 2000
/ / 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 (I.R.S. Employer Identification No.)
of 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 / /
1,235,912 Shares of Capital Stock $.01 par value
Outstanding as of July 31, 2000
Transitional Small Business Disclosure Format (check one): Yes / / No /X/
================================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants................................................................ 3
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Unaudited Condensed Consolidated Statements of Financial Condition........... 4
Unaudited Condensed Consolidated Statements of Operations.................... 5
Unaudited Condensed Consolidated Statement of Stockholders' Equity........... 6
Unaudited Condensed Consolidated Statements of Cash Flows.................... 7 - 8
Notes to Condensed Consolidated Financial Statements (Unaudited)............. 9 - 13
Item 2 - Management's Discussion and Analysis or Plan of Operation.................... 14 - 17
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings............................................................ 18
Item 2 - Changes in Securities........................................................ 18
Item 4 - Submission of Matters to a Vote of Security Holders.......................... 18
Item 6 - Exhibits and Reports on Form 8-K............................................. 18
SIGNATURES ...................................................................................... 19
</TABLE>
2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Members of the Audit Committee
Access Anytime Bancorp, Inc.
We have reviewed the accompanying condensed consolidated statement of
financial condition of Access Anytime Bancorp, Inc. and subsidiary as of June
30, 2000 and the related condensed consolidated statements of operations for
the three and six month periods ended June 30, 2000 and 1999 and the related
condensed consolidated statements of cash flows and stockholders' equity for
the six month period ended June 30, 2000. These condensed consolidated
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the consolidated
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based upon our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.
We previously audited, in accordance with generally accepted auditing
standards, the consolidated statement of financial condition as of December
31, 1999, and the related consolidated statements of operations and cash
flows for the year then ended (not presented herein); and in our report dated
March 2, 2000 (except as to Note 19 for which the date is March 6, 2000), we
expressed an unqualified opinion on those consolidated financial statements.
In our opinion, the information set forth in the accompanying condensed
consolidated statement of financial condition as of December 31, 1999, is
fairly stated, in all material respects, in relation to the consolidated
statement of financial condition from which it has been derived
ROBINSON BURDETTE MARTIN SERIGHT & BURROWS, L.L.P.
Lubbock, Texas
July 21, 2000
3
<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 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 2000 1999
------ --------------- ------------------
<S> <C> <C>
Cash and cash equivalents $ 5,914,493 $ 7,874,748
Certificates of deposit 3,845,000 5,092,000
Securities available-for-sale (amortized cost of $8,543,941 and $9,231,129) 8,374,936 9,119,966
Securities held-to-maturity (aggregate fair value of $7,315,639 and $6,779,494) 7,415,914 6,856,891
Loans held-for-sale (aggregate fair value of $1,400,800 and $187,175) 1,362,881 183,850
Loans receivable, net 111,084,087 104,176,810
Interest receivable 913,377 869,234
Real estate owned 192,183 187,778
Federal Home Loan Bank stock 914,500 879,758
Premises and equipment, net 3,690,098 2,472,703
Servicing rights 73,450 83,737
Goodwill, net 2,087,650 2,134,860
Deferred tax asset 1,219,935 1,334,100
Other assets 1,818,780 541,282
--------------- ------------------
Total assets $ 148,907,284 $ 141,807,717
=============== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Deposits $ 120,755,826 $ 122,479,738
Federal Home Loan Bank advances 14,250,000 7,250,000
Accrued interest and other liabilities 844,231 664,686
Advanced payments by borrowers for taxes and insurance 191,537 99,861
Employee Stock Ownership Plan - Note Payable 1,350,000 --
--------------- ------------------
Total liabilities 137,391,594 130,494,285
--------------- ------------------
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; 1,489,116 and
1,244,016 shares issued; 1,235,912 and 1,238,374 outstanding in 2000 and 1999,
respectively 14,891 12,440
Capital in excess of par value 11,034,592 9,659,555
Retained earnings 2,022,328 1,754,815
Accumulated other comprehensive loss, net of tax of $57,439 and $37,795 (111,565) (73,368)
--------------- ------------------
12,960,246 11,353,442
Unearned Employee Stock Ownership Plan shares (1,350,000) --
Treasury stock, at cost (94,556) (40,010)
--------------- ------------------
Total stockholders' equity 11,515,690 11,313,432
--------------- ------------------
Total liabilities and stockholders' equity $ 148,907,284 $ 141,807,717
=============== ==================
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements. See accountants' review report.
4
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Month Periods Ended Six Month Periods Ended
June 30, June 30,
------------------------------ ----------------------------
2000 1999 2000 1999
------------ --------------- ------------ -------------
<S> <C> <C> <C> <C>
Interest income:
Loans receivable $ 2,236,982 $ 1,828,979 $ 4,365,504 $ 3,666,155
U.S. government agency securities 71,206 10,967 126,915 22,749
Mortgage-backed securities 219,531 233,661 445,464 485,500
Other interest income 98,147 90,842 200,333 142,591
------------ --------------- ------------ -------------
Total interest income 2,625,866 2,164,449 5,138,216 4,316,995
------------ --------------- ------------ -------------
Interest expense:
Deposits 1,153,229 1,109,773 2,283,863 2,200,796
FHLB advances 216,255 99,125 320,580 212,194
------------ --------------- ------------ -------------
Total interest expense 1,369,484 1,208,898 2,604,443 2,412,990
------------ --------------- ------------ -------------
Net interest income before provision for loan losses 1,256,382 955,551 2,533,773 1,904,005
Provision for loan losses 42,631 39,935 77,378 174,371
------------ --------------- ------------ -------------
Net interest income after provision for loan losses 1,213,751 915,616 2,456,395 1,729,634
------------ --------------- ------------ -------------
Noninterest income:
Loan servicing and other fees 54,449 52,176 113,351 98,575
Net realized gains on sales of available-for-sale
securities
securities -- -- -- 739,475
Net realized gains on sales of loans 79,150 127,567 88,619 149,648
Real estate operations, net -- -- -- 446
Other income 192,795 107,010 364,536 212,077
------------ --------------- ------------ -------------
Total other income 326,394 286,753 566,506 1,200,221
------------ --------------- ------------ -------------
Noninterest expenses:
Salaries and employee benefits 703,101 514,128 1,285,550 1,059,070
Occupancy expense 205,484 147,132 397,843 293,190
Deposit insurance premium 26,405 33,599 50,526 67,205
Advertising 19,460 10,261 30,241 21,476
Real estate operations, net 7,505 1,822 12,425 --
Professional fees 55,906 49,200 118,152 111,143
Amortization of goodwill 36,401 -- 72,382 --
Other expense 321,372 260,143 649,460 616,689
------------ --------------- ------------ -------------
Total other expenses 1,375,634 1,016,285 2,616,579 2,168,773
------------ --------------- ------------ -------------
Income before income taxes 164,511 186,084 406,322 761,082
Income tax expense (benefit) 55,933 (95,482) 138,809 (58,733)
------------ --------------- ------------ -------------
Net income $ 108,578 $ 281,566 $ 267,513 $ 819,815
============ =============== ============ =============
Earnings per common share $ .09 $ .23 $ .22 $ .66
============ =============== ============ =============
Earnings per common share-assuming dilution $ .09 $ .22 $ .21 $ .65
============ =============== ============ =============
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements. See accountants' review report.
5
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock Treasury Stock Accumulated
---------------- -------------- Other
Compre-
Capital hensive
Number Number in Excess Income
Comprehensive of of Unearned of Par Retained (Loss)
Income shares Amount shares Amount ESOP Shares Value Earnings Net Total
------------ -------- ------ ------ -------- ------------ ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1999 1,244,016 $12,440 5,642 $(40,010) $ -- $ 9,659,555 $1,754,815 $ (73,368) $11,313,432
Net income $ 267,513 -- -- -- -- -- -- 267,513 -- 267,513
Net changes in
unrealized deprecia-
tion on available-
for-sale securities,
net of tax (38,197) -- -- -- -- -- -- -- (38,197) (38,197)
-----------
Total comprehensive
income $ 229,316
===========
Common stock issued 245,100 2,451 -- -- -- 1,365,287 -- -- 1,367,738
Common stock rights
issued in lieu of
directors' cash
compensation -- -- -- -- -- 9,750 -- -- 9,750
Purchase of ESOP
shares -- -- -- -- (1,350,000) -- -- -- (1,350,000)
Purchases of treasury
stock -- -- 7,562 (54,546) -- -- -- -- (54,546)
--------- ------- ------ --------- ------------ ----------- ---------- ---------- -----------
Balance at June 30,
2000 1,489,116 $14,891 13,204 $(94,556) $(1,350,000) $11,034,592 $2,022,328 $(111,565) $11,515,690
========= ======= ====== ========= ============ =========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements. See accountants' review report.
6
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Month Periods Ended
June 30,
---------------------------------------------------
2000 1999
------------------------ ------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 267,513 $ 819,815
Adjustments to reconcile net income to cash used in operating
activities:
Depreciation 201,281 157,792
Deferred income taxes 133,809 (54,240)
Provision for loan losses charged 77,378 174,371
Amortization of premiums on investment securities 43,755 63,355
Amortization of loan premiums, discounts and deferred fees, net 100,239 71,378
Amortization of organizational costs -- 115,162
Amortization of goodwill 72,382 --
Gain on sale of loans held-for-sale (88,619) (149,648)
Proceeds from sales of loans held-for-sale 3,872,976 10,930,940
Originations of loans held-for-sale (4,968,585) (10,978,603)
Common stock rights issued in lieu of directors compensation 9,750 8,000
Gain on foreclosed real estate -- (3,713)
(Gain) loss on disposition of assets 4,791 (6,256)
Gain on sale of available-for-sale securities -- (739,475)
Net increase in accrued interest receivable and other assets (1,263,793) (300,092)
Increase (decrease) in accrued expense and other liabilities 179,545 (291,317)
------------------------ ------------------------
Net cash used in operating activities (1,357,578) (182,531)
------------------------ ------------------------
Cash flows from investing activities:
Proceeds from maturities and principal repayments of available-for-sale
securities 663,682 1,227,321
Purchases of held-to-maturity securities (2,191,887) --
Proceeds from maturities and principal repayments of held-to-maturity
securities 1,612,616 1,475,021
Proceeds from sale of available-for-sale securities -- 746,409
Purchase of sale of available-for-sale securities -- (6,858)
Purchase of FHLB stock (34,742) (65,500)
Net decrease in certificates of deposit 1,247,000 (1,004,000)
Net increase in loans (7,156,836) (6,327,449)
Proceeds from sales of foreclosed real estate -- 69,169
Purchases of premises and equipment (1,423,467) (113,465)
------------------------ ------------------------
Net cash used in investing activities (7,283,634) (3,999,352)
------------------------ ------------------------
Cash flows from financing activities:
Net increase (decrease) in deposits (1,723,912) 3,522,877
Net change in other borrowed funds 7,000,000 1,500,000
Net increase (decrease) in advance payments by borrowers for taxes and
insurance 91,676 (232,976)
Purchase of treasury stock (54,546) (18,899)
Proceeds from issuance of common stock 1,367,739 --
---------------------------------------------------
Net cash provided by financing activities 6,680,957 4,771,002
------------------------ ------------------------
Increase (decrease) in cash and cash equivalents (1,960,255) 589,119
Cash and cash equivalents at January 1 7,874,748 5,232,708
------------------------ ------------------------
Cash and cash equivalents at June 30 $ 5,914,493 $ 5,821,827
======================== ========================
</TABLE>
(Continued)
7
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
<TABLE>
<CAPTION>
Six Month Periods Ended
June 30,
---------------------------------------------------
2000 1999
------------------------ ------------------------
<S> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 2,300,629 $ 2,218,806
Income taxes 10,000 15,000
Supplemental disclosure of non-cash investing and
financing activities
Real estate acquired in settlement of loans 71,942 106,498
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements. See accountants' review report.
8
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONDENSED 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, 1999 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, 1999.
9
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONDENSED 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, 2000:
Mortgage-backed securities:
GNMA adjustable rate $8,537,083 $ 103 $ 168,230 $8,368,956
Equity securities:
FNMA common stock 6,858 -- 878 5,980
---------- ---------- ---------- ----------
$8,543,941 $ 103 $ 169,108 $8,374,936
========== ========== ========== ==========
December 31, 1999:
Mortgage-backed securities:
GNMA adjustable rate $9,231,129 $ 4,565 $ 115,728 $9,119,966
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Amortized Gross unrealized Fair
Cost Gains Losses Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
HELD-TO-MATURITY SECURITIES:
June 30, 2000:
Mortgage-backed securities:
FNMA participation certificates $ 415,634 $ -- $ 5,640 $ 409,994
FHLMC participation certificates 1,788,316 -- 24,860 1,763,456
GNMA fixed rate 1,838,101 -- 5,707 1,832,394
FHLMC adjustable rate 882,813 -- 31,732 851,081
US government agency bonds 1,000,000 -- 7,919 992,081
Corporate bonds 1,191,050 -- 18,417 1,172,633
Trust preferred securities 300,000 -- 6,000 294,000
--------- ---------- ---------- ----------
$7,415,914 $ -- $ 100,275 $7,315,639
========== ========== ========== ==========
December 31, 1999:
Mortgage-backed securities:
FNMA participation certificates $1,515,252 $ -- $ 15,801 $1,499,451
FHLMC participation certificates 2,175,614 -- 21,716 2,153,898
FHLMC adjustable rate 969,828 -- 37,607 932,221
US government agency bonds 1,000,000 -- 4,146 995,854
Corporate bonds 896,197 -- 7,877 888,320
Trust preferred securities 300,000 13,500 3,750 309,750
---------- ---------- ---------- ----------
$6,856,891 $ 13,500 $ 90,897 $6,779,494
========== ========== ========== ==========
</TABLE>
10
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONDENSED 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 ---------------------------- Fair
Cost Gains Losses Value
---------- ---------- -------- ----------
<S> <C> <C> <C> <C>
June 30, 2000 $1,362,881 $ 37,919 $ -- $1,400,800
December 31, 1999 183,850 3,325 -- 187,175
</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,
2000 1999
------------------------ --------------------------
<S> <C> <C>
First mortgage loans:
Conventional $ 82,553,091 $ 78,163,131
FHA insured and VA guaranteed 7,206,483 6,350,481
Consumer and installment loans 18,415,906 17,472,395
Construction loans 525,000 569,176
Other 4,099,244 3,664,735
------------------------ --------------------------
112,799,724 106,219,918
Less:
Loans in process 249,098 413,520
Unearned discounts, deferred loan fees, and other 865,510 765,271
Allowance for loan losses 601,029 864,317
------------------------ --------------------------
$ 111,084,087 $ 104,176,810
======================== ==========================
</TABLE>
An analysis of the changes in allowance for loan losses follows:
<TABLE>
<CAPTION>
Six Months Ended Year Ended
June 30, 2000 December 31, 1999
------------------------------ ----------------------------
<S> <C> <C>
Balance at beginning of year $ 864,317 $ 600,984
Loans charged-off (102,535) (341,775)
Recoveries 11,869 31,288
------------------------------ ----------------------------
Net loans charged-off (90,666) (310,487)
Provision for loan losses charged to operations 77,378 323,820
Acquired general valuation allowance (250,000) 250,000
------------------------------ ----------------------------
Balance at end of period $ 601,029 $ 864,317
============================== ============================
</TABLE>
11
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONDENSED 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, 2000 December 31, 1999
------------------------------ ----------------------------
<S> <C> <C>
Balance at beginning of year $ 1,300,285 $ 2,272,616
Loans originated 65,110 217,074
Loan principal payments and other reductions (68,527) (1,189,405)
------------------------------ ----------------------------
Balance at end of period $ 1,296,868 $ 1,300,285
============================== ============================
</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, 2000 December 31, 1999
------------------------------ ----------------------------
<S> <C> <C>
Non-accruing loans* $ 85,709 $ 124,431
Past due 90 days or more and still accruing -- --
Real estate owned 192,183 187,778
------------------------------ ----------------------------
Total non-performing assets $ 277,892 $ 312,209
============================== ============================
Ratio of non-performing assets to total assets 0.19% 0.22%
============================== ============================
</TABLE>
* Primarily loans which are past due for 90 days or more
12
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONDENSED 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,
---------------------------- ----------------------------
2000 1999 2000 1999
---------------------------- ----------------------------
<S> <C> <C> <C> <C>
Weighted average common
shares - Basic* 1,242,354 1,238,319 1,242,002 1,238,730
Plus effect of dilutive securities:
Stock Options 5,072 21,596 10,709 18,894
Shares held by Rabbi Trust 12,952 2,794 10,529 2,185
------------- ------------ ------------- -------------
Weighted average common
shares - Assuming Dilution 1,260,378 1,262,709 1,263,240 1,259,809
============= ============ ============= =============
</TABLE>
*Includes shares awarded to directors under the Non-Employee Director Retainer
Plan
13
<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") 1999 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
five banking locations in Albuquerque, Clovis, Gallup, and Portales, 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. In addition,
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 $7,099,567 or 5.01% from December
31, 1999 to June 30, 2000. The increase in assets was primarily due to an
increase of approximately $7 million in loans receivable. Other assets also
increased by approximately $1.3 million. The increase in other assets was due
to a receivable of $1.8 million, which was collected in July 2000.
Total liabilities increased by $6,897,309 or 5.29% from December 31, 1999 to
June 30, 2000. An increase of $7 million in FHLB advances was the primary
cause of the increase in liabilities. The increase in FHLB advances was used
to fund the increase in loans receivable. Deposits decreased by $1,723,912 or
1.41% during the six months ended June 30, 2000.
To support the institution's growth in Gallup and Albuquerque, the Company
issued 240,000 new common shares of stock to an Employee Stock Ownership Plan
(ESOP), which was facilitated by a loan in the amount of $1,350,000 that was
obtained from a third party lender. This transaction was consummated on May
1, 2000. The 240,000 shares are held in suspense until loan payments are
made, at which time shares are allocated to ESOP participants.
14
<PAGE>
CAPITAL ADEQUACY AND LIQUIDITY
CAPITAL ADEQUACY - Under the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 ("FIRREA") and the implementation of Office of Thrift
Supervision ("OTS") regulations on December 7, 1989, effective date of the
new capital standards, the Bank must have: (1) Tier 1 or core capital equal
to 3% of adjusted total assets and (2) total capital equal to 8.0% of
risk-weighted assets, which includes off-balance sheet items.
Under the Federal Deposit Insurance Corporation Improvement Act ("FDICIA"),
to be deemed "well capitalized" the minimum ratios the Bank must have are:
(1) Tier 1 or core capital of 5% of adjusted total assets, (2) Tier 1
risk-based capital of 6% of risk-weighed assets, and (3) total risk-based
capital of 10% of risk weighted assets.
The following table is a reconciliation of the Bank's capital for regulatory
purposes at June 30, 2000 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 $ 148,835,674
Net unrealized depreciation on available-for-sale
securities, net 111,565
Less intangible assets disallowed for regulatory purposes (2,599,830)
----------------
Adjusted regulatory total assets $ 146,347,409
================
Risk-based assets $ 96,510,000 $ 96,510,000
=============== ===============
Stockholders' equity $ 12,971,766 $ 12,971,766 $ 12,971,766
Net unrealized depreciation on available-for-sale
securities, net 111,565 111,565 111,565
General valuation allowance -- -- 601,029
Less intangible assets disallowed for regulatory
purposes (2,599,830) (2,599,830) (2,599,830)
---------------- --------------- ---------------
Regulatory capital 10,483,501 10,483,501 11,084,530
Regulatory capital required to be "well capitalized" 7,317,370 5,790,600 9,651,000
---------------- --------------- ---------------
Excess regulatory capital $ 3,166,131 $ 4,692,901 $ 1,433,530
================ =============== ===============
Bank's capital to adjusted regulatory assets 7.16%
================
Bank's capital to risk-based assets 10.86% 11.49%
=============== ===============
</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 Bank ("FHLB") which provides a source of borrowings to the Bank for
asset and asset/liability matching. As of June 30, 2000, the Bank had $14.25
million in FHLB borrowings.
15
<PAGE>
RESULTS OF OPERATIONS
THREE-MONTH COMPARATIVE ANALYSIS FOR PERIODS JUNE 30, 2000 AND 1999
Net income for the quarter ended June 30, 2000 was $108,578 or $.09 per share
compared to net income of $281,566 or $.23 per share during the second
quarter of 1999.
Net Interest Income. Net interest income before provision for loan losses
increased by $300,831 or 31.48% to $1,256,382 in the quarter ended June 30,
2000 as compared to $955,551 in 1999. The increase in net interest income
before provision was primarily due to an increase in loans receivable
interest income of approximately $408,000, which was more than the increase
in FHLB advance interest expense of approximately $117,000.
Provision for Loan Losses. The level of the allowance for loan losses is
based on such factors as the amount of non-performing assets, historical loss
experience, regulatory policies, general economic conditions, the estimated
fair value of the underlying collateral and other factors which may affect
the collectibility of the loans. During the quarter ended June 30, 2000 the
provision for loan losses increased to $42,631 from $39,935 in the same
quarter from the prior year.
Noninterest Income. Noninterest income was $326,394 in the quarter ended June
30, 2000 compared to $286,753 in the quarter ended June 30, 1999. Other
income increased by $85,785 or 80.17% in the second quarter of 2000 compared
to the same quarter of 1999. The increase in other income is primarily due to
an increase in fees on deposit accounts, because of the purchase of branch
facilities in Clovis and Gallup, New Mexico which took place in the fourth
quarter of 1999.
Noninterest Expense. Noninterest expense increased by $359,349 or 35.36% to
$1,375,634 during the second quarter of 2000 compared to $1,016,285 in the
quarter ended June 30, 1999. The increase in noninterest expense in the
quarter was comprised of increases in salaries and employee benefits,
occupancy expense, amortization of goodwill, and other expenses of
approximately $189,000, $59,000, $36,000 and $61,000, respectively. These
increases are primarily due to the purchase of branch facilities in Clovis
and Gallup in the last quarter of 1999 and the opening of a new branch in
Albuquerque in the second quarter of 2000.
Provision for Income Taxes. The net income tax expense of $55,933 in the
quarter ended June 30, 2000 as compared to a tax benefit of $95,482 in the
same period in the prior year, was primarily due to a reduction of the
deferred tax asset valuation allowance adjustment in 1999.
SIX-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED JUNE 30, 2000 AND 1999
Net income for the six-months ended June 30, 2000 was $267,513 or $.22 per
share compared to net income of $819,815 or $.66 per share during the
six-months ended June 30, 1999.
Net Interest Income. Net interest income before provision for loan losses
increased by $629,768 or 33.08% to $2,533,773 in the six-months ended June
30, 2000 as compared to $1,904,005 in 1999. The increase in net interest
income before provision was primarily due to an increase in loans receivable
interest income of approximately $699,000.
16
<PAGE>
Provision for Loan Losses. During the first six-months of 2000 the provision
for loan losses decreased to $77,378 from $174,371 in the same period from
the prior year.
Noninterest Income. Noninterest income was $566,506 in the six-months ended
June 30, 2000 compared to $1,200,221 in the six-months ended June 30, 1999.
The $633,715 or 52.80% decrease in noninterest income was primarily due to a
gain on sales of available-for-sale securities of approximately $739,000 in
the first quarter of 1999. Other income increased by approximately $152,000
or 71.89% in the first six-months of 2000 compared to the same period of 1999.
Noninterest Expense. Noninterest expense increased by $447,806 or 20.65% to
$2,616,579 during the six-months ended June 30, 2000 compared to $2,168,773
in 1999. The increase in noninterest expense was primarily comprised of
increases in salaries and employee benefits, occupancy expense, and
amortization of goodwill expenses of approximately $226,000, $105,000 and
$72,000, respectively. These increases are primarily due to the purchase of
branch facilities in Clovis and Gallup in the last quarter of 1999, the
purchase of new equipment and software for Y2K compliance resulting in
increased depreciation, and the opening of a new branch in Albuquerque in the
second quarter of 2000.
Provision for Income Taxes. The net income tax expense of $138,809 in the
six-months ended June 30, 2000 as compared to a tax benefit of $58,733 in the
same period in the prior year, was primarily due to a reduction of the
deferred tax asset valuation allowance adjustment in 1999.
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.
17
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
Effective May 1, 2000, the Company issued and sold 240,000 shares of Common
Stock, $.01 par value, for cash to an Employee Stock Ownership Plan ("ESOP").
The Trustee for the ESOP is First Financial Trust Company, Albuquerque, New
Mexico. The ESOP transaction was facilitated by a loan in the amount of
$1,350,000 to the ESOP from a third party lender. The securities were not
registered under the Securities Act of 1933 (the "Act") in reliance on
Section 4(2) of the Act, insamuch as the issuance constituted a private
placement to the leveraged ESOP.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held an annual meeting of stockholders on April 28, 2000. The
following table sets forth certain information relating to each of the
matters voted upon at the meeting.
<TABLE>
<CAPTION>
Votes
------------------------------------------------------------
Against or Broker
Matters Voted Upon For Withheld Abstentions Non-Votes
<S> <C> <C> <C> <C>
1. Election of Directors:
Charles Guthals 922,646 76,877 * *
Cornelius Higgins 922,645 76,878 * *
David Ottensmeyer 922,646 76,877 * *
2. Ratification of the selection of Robinson Burdette
Martin & Cowan, L.L.P. as independent public
accountants for the current year. 994,870 4,653 * *
</TABLE>
* Not applicable or not readily available
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
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: July 31, 2000 /s/ Norman R. Corzine
-------------------------------------------
Norman R. Corzine, Chairman of the Board,
Chief Executive Officer
(DULY AUTHORIZED REPRESENTATIVE)
Date: July 31, 2000 /s/ Ken Huey, Jr.
-------------------------------------------
Ken Huey, Jr., President, Chief Financial
Officer and Director
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
(DULY AUTHORIZED REPRESENTATIVE)
19
