<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 MARCH 31, 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 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 / /
1,476,446 Shares of Capital Stock $.01 par value
Outstanding as of May 1, 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 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 March 31, 2000
and the related condensed consolidated statements of operations and cash flows
for the three month periods ended March 31, 2000 and 1999 and the related
condensed consolidated statement of stockholders' equity for the three month
period ended March 31, 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 & COWAN, L.L.P.
Lubbock, Texas
May 1, 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>
March 31, December 31,
ASSETS 2000 1999
-------------------- ---------------------
<S> <C> <C>
Cash and cash equivalents $ 5,507,222 $ 7,874,748
Certificates of deposit 4,593,000 5,092,000
Securities available-for-sale (amortized cost of $8,931,001 and $9,231,129) 8,851,018 9,119,966
Securities held-to-maturity (aggregate fair value of $8,599,877
and $6,779,494) 8,712,385 6,856,891
Loans held-for-sale (aggregate fair value of $555,361 and $187,175) 536,298 183,850
Loans receivable, net 107,194,305 104,176,810
Interest receivable 935,276 869,234
Real estate owned 238,748 187,778
Federal Home Loan Bank stock 886,200 879,758
Premises and equipment, net 3,523,399 2,472,703
Servicing rights 79,864 83,737
Goodwill, net 2,099,051 2,134,860
Deferred tax asset 1,240,623 1,334,100
Other assets 313,456 541,282
-------------------- ---------------------
Total assets $ 144,710,845 $ 141,807,717
==================== =====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 122,241,065 $ 122,479,738
Federal Home Loan Bank advances 10,250,000 7,250,000
Accrued interest and other liabilities 644,601 664,686
Advanced payments by borrowers for taxes and insurance 128,378 99,861
-------------------- ---------------------
Total liabilities 133,264,044 130,494,285
-------------------- ---------------------
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;
1,244,016 and
1,244,016 shares issued; 1,231,346 and 1,238,374 outstanding in
2000 and 1999, respectively 12,440 12,440
Capital in excess of par value 9,664,755 9,659,555
Retained earnings 1,913,750 1,754,815
Accumulated other comprehensive loss, net of tax of $20,336 and
$37,795 (52,789) (73,368)
-------------------- ---------------------
11,538,156 11,353,442
Treasury stock, at cost (91,355) (40,010)
-------------------- ---------------------
Total stockholders' equity 11,446,801 11,313,432
--------------------
---------------------
Total liabilities and stockholders' equity $ 144,710,845 $ 141,807,717
==================== =====================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Month Periods Ended
March 31,
--------------------------------------
2000 1999
------------------ ------------------
<S> <C> <C>
Interest income:
Loans receivable $ 2,128,522 $ 1,837,176
U.S. government agency securities 55,709 11,782
Mortgage-backed securities 225,933 251,839
Other interest income 102,186 51,749
------------------ ------------------
Total interest income 2,512,350 2,152,546
------------------ ------------------
Interest expense:
Deposits 1,130,634 1,091,023
Federal Home Loan Bank advances 104,325 113,069
------------------ ------------------
Total interest expense 1,234,959 1,204,092
------------------ ------------------
Net interest income before provision for loan losses 1,277,391 948,454
Provision for loan losses 34,747 134,436
------------------ ------------------
Net interest income after provision for loan
losses 1,242,644 814,018
------------------ ------------------
Noninterest income:
Loan servicing and other fees 58,902 46,399
Net realized gains on sales of available-for-sale
securities -- 739,475
Net realized gains on sales of loans 9,469 22,081
Real estate operations, net -- 2,268
Other income 171,741 105,067
------------------ ------------------
Total other income 240,112 915,290
------------------ ------------------
Noninterest expenses:
Salaries and employee benefits 582,449 544,942
Occupancy expense 192,359 146,058
Deposit insurance premium 24,121 33,606
Advertising 10,781 11,215
Real estate operations, net 4,920 --
Professional fees 62,246 61,943
Amortization of goodwill 35,981 --
Other expense 328,088 356,546
------------------ ------------------
Total other expenses 1,240,945 1,154,310
------------------ ------------------
Income before income taxes 241,811 574,998
Income tax expense 82,876 36,749
------------------ ------------------
Net income $ 158,935 $ 538,249
================== ==================
Earnings per common share $ .13 $ .43
================== ==================
Earnings per common share-assuming dilution $ .13 $ .43
================== ==================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Accumulated
Common Stock Treasury Stock 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, 1,244,016 $ 12,440 5,642 $(40,010) $9,659,555 $1,754,815 $ (73,368) $11,313,432
1999
Net income $ 158,935 -- -- -- -- -- 158,935 -- 158,935
Net changes in unrealized
depreciation on
available-for-sale
securities, net of tax 20,579 -- -- -- -- -- -- 20,579 20,579
-------------
Total comprehensive income $ 179,514
=============
Common stock rights
issued in lieu of
directors' cash
compensation -- -- -- -- 5,200 -- -- 5,200
Purchases of treasury
stock -- -- 5,642 (51,345) -- -- -- (51,345)
--------- -------- --------- --------- ----------- ----------- ------------- ------------
Balance at March 31, 2000 1,244,016 $ 12,440 12,670 $(91,355) $9,664,755 $1,913,750 $ (52,789) $11,446,801
========= ======== ========= ========= =========== =========== ============= ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Month Periods Ended
March 31,
--------------------------------------
2000 1999
------------------ ------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 158,935 $ 538,249
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Depreciation 98,832 79,084
Deferred income taxes 82,876 40,923
Provision for loan losses charged 34,747 134,436
Amortization of premiums on investment securities 20,884 21,049
Amortization of loan premiums, discounts and
deferred fees, net 46,477 91,859
Amortization of organizational costs -- 115,162
Amortization of goodwill 35,809 --
Gain on sale of loans held-for-sale (9,469) (22,081)
Proceeds from sales of loans held-for-sale 459,217 2,606,355
Originations of loans held-for-sale (811,665) (7,310,202)
Common stock rights issued in lieu of directors
compensation 5,200 4,000
Gain on foreclosed real estate -- (3,713)
Gain on disposition of assets -- (6,256)
Gain on sale of Fannie Mae stock -- (739,475)
Net (increase) decrease in accrued interest
receivable and other assets 175,126 (223,127)
Increase in accrued expense and other liabilities (13,227) (232,656)
------------------ ------------------
Net cash provided by (used in) operating activities 283,742 (4,906,393)
------------------ ------------------
Cash flows from investing activities:
Proceeds from maturities and principal repayments
of available-for-sale securities 296,043 695,552
Purchases of held-to-maturity securities (2,179,064) --
Proceeds from maturities and principal repayments
of held-to-maturity securities 306,771 762,797
Proceeds from sale of Fannie Mae stock -- 746,409
Purchase of Fannie Mae stock -- (6,858)
Purchase of FHLB stock (13,300) (54,600)
Net decrease in certificates of deposit 499,000 1,100,000
Net increase in loans (3,149,689) (2,651,586)
Proceeds from sales of foreclosed real estate -- 69,169
Purchases of premises and equipment (1,149,528) (53,914)
------------------ ------------------
Net cash provided by (used in) investing
activities (5,389,767) 606,969
------------------ ------------------
Cash flows from financing activities:
Net increase (decrease) in deposits (238,673) 2,709,850
Net change in other borrowed funds 3,000,000 3,100,000
Net increase (decrease) in advance payments by
borrowers for taxes and insurance 28,517 (253,559)
Purchase of treasury stock (51,345) (7,899)
----------------------------------------
Net cash provided by financing activities 2,738,499 5,548,392
------------------ ------------------
Increase (decrease) in cash and cash equivalents (2,367,526) 1,248,968
Cash and cash equivalents at January 1 7,874,748 5,232,708
------------------ ------------------
Cash and cash equivalents at March 31 $ 5,507,222 $ 6,481,676
================== ==================
</TABLE>
(Continued)
7
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
<TABLE>
<CAPTION>
Three Month Periods Ended
March 31,
--------------------------------------
2000 1999
------------------ ------------------
<S> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 1,148,919 $ 1,095,174
Income taxes 1,000 10,000
Supplemental disclosure of non-cash investing and
financing activities
Real estate acquired in settlement of loans
50,970 112,352
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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:
March 31, 2000:
Mortgage-backed securities:
GNMA adjustable rate $ 8,924,143 $ 10,975 $ 89,756 $ 8,845,362
Equity securities:
FNMA common stock 6,858 -- 1,202 5,656
----------------- ------------------ ----------------- -----------------
$ 8,931,001 $ 10,975 $ 90,958 $ 8,851,018
================= ================== ================= =================
December 31, 1999:
Mortgage-backed securities:
GNMA adjustable rate $ 9,231,129 $ 4,565 $ 115,728 $ 9,119,966
================= ================== ================= =================
<CAPTION>
Amortized Gross unrealized Fair
Cost Gains Losses Value
----------------- ------------------ ----------------- -----------------
HELD-TO-MATURITY SECURITIES:
March 31, 2000:
Mortgage-backed securities:
FNMA participation certificates $ 1,367,710 $ -- $ 13,891 $ 1,353,819
FHLMC participation certificates 2,072,041 -- 21,068 2,050,973
GNMA fixed rate 1,850,007 -- 20,924 1,829,083
FHLMC adjustable rate 932,476 -- 35,756 896,720
US government agency bonds 1,000,000 -- 9,268 990,732
Corporate bonds 1,190,151 -- 16,351 1,173,800
Trust preferred securities 300,000 6,000 1,250 304,750
----------------- ------------------ ----------------- -----------------
$ 8,712,385 $ 6,000 $ 118,508 $ 8,599,877
================= ================== ================= =================
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 cost Gains Losses Fair value
------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
March 31, 2000 $ 536,298 $ 19,063 $ -- $ 555,361
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>
March 31, December 31,
2000 1999
----------------- -------------------
<S> <C> <C>
First mortgage loans:
Conventional $ 79,454,557 $ 78,163,131
FHA insured and VA guaranteed 7,402,483 6,350,481
Consumer and installment loans 17,714,404 17,472,395
Construction loans 447,000 569,176
Other 3,854,515 3,664,735
----------------- -------------------
108,872,959 106,219,918
Less:
Loans in process 247,025 413,520
Unearned discounts, deferred loan fees, and other 811,748 765,271
Allowance for loan losses 619,881 864,317
----------------- -------------------
$ 107,194,305 $ 104,176,810
================= ===================
</TABLE>
An analysis of the changes in allowance for loan losses follows:
<TABLE>
<CAPTION>
Three Months Ended Year Ended
March 31, 2000 December 31, 1999
---------------------- --------------------
<S> <C> <C>
Balance at beginning of year $ 864,317 $ 600,984
Loans charged-off (34,101) (341,775)
Recoveries 4,918 31,288
---------------------- --------------------
Net loans charged-off (29,183) (310,487)
Provision for loan losses charged to operations 34,747 323,820
Acquired general valuation allowance (250,000) 250,000
---------------------- --------------------
Balance at end of period $ 619,881 $ 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>
Three Months Ended Year Ended
March 31, 2000 December 31, 1999
---------------------- --------------------
<S> <C> <C>
Balance at beginning of year $ 1,300,285 $ 2,272,616
Loans originated 20,000 217,074
Loan principal payments and other reductions (34,007) (1,189,405)
---------------------- --------------------
Balance at end of period $ 1,286,278 $ 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>
March 31, 2000 December 31, 1999
----------------------- ---------------------
<S> <C> <C>
Non-accruing loans* $ 9,778 $ 124,431
Past due 90 days or more and still accruing -- --
Real estate owned 238,748 187,778
----------------------- ---------------------
Total non-performing assets $ 248,526 $ 312,209
======================= =====================
Ratio of non-performing assets to total assets 0.17% 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
March 31,
------------------------------------
2000 1999
----------------- -----------------
<S> <C> <C>
Weighted average common
shares - Basic* 1,241,699 1,239,154
Plus effect of dilutive securities:
Stock Options 15,751 16,423
Shares held by Rabbi Trust 8,106 1,558
----------------- -----------------
Weighted average common
shares - Assuming Dilution 1,265,556 1,257,135
================= =================
</TABLE>
*Includes shares awarded to directors under the Non-Employee Director Retainer
Plan
NOTE 7 SUBSEQUENT EVENTS
To support the institutions 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. The Company placed this new capital in
the Bank for the purpose of reducing the Bank's net borrowed position and
funding the loan growth. This transaction was consummated on May 1, 2000.
Although this transaction had no immediate impact on the total stockholders'
equity of the Company, the Bank's total equity increased from $11,516,354 at
quarter-end to $12,672,270. This new capital brings the Total Risk-based
Capital to 12.07%, Tier 1 Core Capital to 7.11%, and Tier 1 Risk Capital to
11.38%, all of these ratios exceed the regulatory well-capitalized standards
of 10%, 5%, and 6% respectively.
13
<PAGE>
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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
four banking locations in Clovis, Gallup, 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 $2,903,128 or 2.05% from December
31, 1999 to March 31, 2000. The increase in assets was primarily due to an
increase of approximately $3 million in loans receivable. Premises and
equipment also increased by approximately $1 million. The increase in
premises and equipment was the result of the Bank having purchased property
for a new branch located in Albuquerque which is expected to open late in the
second quarter or early in the third quarter of 2000. In addition, the Board
of Directors approved the listing for sale and proposed lease back of its
four facilities: two in Clovis, one in Portales, and one in Albuquerque.
Also, the Board approved the engagement of an Investment Banking firm to
assist in enhancing shareholder value.
Total liabilities increased by $2,769,759 or 2.12% from December 31, 1999 to
March 31, 2000. An increase of $3 million in FHLB advances was the primary
cause of the increase in liabilities. Deposits decreased by $238,673 or 0.19%
during the quarter ended March 31, 2000.
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 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 March 31, 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 $ 144,679,685
Net unrealized depreciation on
available-for-sale securities, net 52,789
Less intangible assets disallowed for ,
regulatory purposes (2,733,159)
------------------
Adjusted regulatory total assets $ 141,999,315
==================
Risk-based assets $ 89,541,000 $ 89,541,000
================= =================
Stockholders' equity $ 11,516,354 $ 11,516,354 $ 11,516,354
Net unrealized depreciation on
available-for-sale securities, net 52,789 52,789 52,789
General valuation allowance -- -- 619,881
Less intangible assets disallowed for
regulatory purposes (2,733,159) (2,733,159) (2,733,159)
------------------ ----------------- -----------------
Regulatory capital 8,835,984 8,835,984 9,455,865
Regulatory capital required to be "well capitalized" 7,099,966 5,372,460 8,954,100
------------------ ----------------- -----------------
Excess regulatory capital $ 1,736,018 $ 3,463,524 $ 501,765
================== ================= =================
Bank's capital to adjusted regulatory assets 6.22%
==================
Bank's capital to risk-based assets 9.87% 10.56%
================= =================
</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 March 31, 2000, the Bank had $10.25
million in FHLB borrowings.
15
<PAGE>
RESULTS OF OPERATIONS
THREE-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED MARCH 31, 2000 AND 1999
Net income for the quarter ended March 31, 2000 was $158,935 or $.13 per
share compared to net income of $538,249 or $.43 per share during the first
quarter of 1999. The $379,314 or 70.47% decrease in earnings was primarily
due to a $739,000 gain on the sale of available-for-sale securities, which
was made in the first quarter of 1999.
Net Interest Income. Net interest income before provision for loan losses
increased by $329,000 or 34.68% to $1,277,391 in the quarter ended March 31,
2000 as compared to $948,454 in 1999. The increase in net interest income
before provision was primarily due to an increase in loans receivable
interest income of $291,000. Part of the increase in net interest income was
due to the Company's purchase of branch facilities located in Clovis and
Gallup, New Mexico in November 1999.
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 March 31, 2000 the
provision for loan losses decreased to $34,747 from $134,436 in the same
quarter from the prior year.
Noninterest Income. Noninterest income was $240,112 in the quarter ended
March 31, 2000 compared to $915,290 in the quarter ended March 31, 1999.
During the first quarter of 1999, a long-term capital gain on the sale of
securities of $739,000 increased noninterest income. Other income increased
by $67,000 or 63.46% in the first 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.
Noninterest Expense. Noninterest expense increased by $87,000 or 7.51% to
$1,240,945 during the first quarter of 2000 compared to $1,154,310 in the
quarter ended March 31, 1999. The increase in noninterest expense in the
quarter was primarily due to an increase in salaries and employee benefits,
occupancy expense, and amortization of goodwill of $38,000, $46,000, and
$36,000, respectively. These increases are primarily due to the purchase of
branch facilities in Clovis and Gallup, New Mexico. Other expense decreased
by $28,458 from the three months ended March 31, 2000 as compared to the same
period from the prior year. The decrease in other expense was due to the
$115,162 amortization of organizational costs of the Holding Company in
accordance with the adoption of AICPA Statement of Position No. 98-5 during
the first quarter of 1999.
Provision for Income Taxes. The net income tax expense of $82,876 in the
first quarter of 2000 as compared to expense of $36,749 in the same period in
the prior year, was primarily due to a reduction of the deferred tax asset
valuation allowance in 1999.
16
<PAGE>
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 INFORAMTION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.2 Bylaws of Company as Amended through March 30, 2000.
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: May 1, 2000 /s/ Norman R. Corzine
-------------------------------------------------
Norman R. Corzine, Chairman of the Board,
Chief Executive Officer
(DULY AUTHORIZED REPRESENTATIVE)
Date: May 1, 2000 /s/ Ken Huey, Jr.
-------------------------------------------------
Ken Huey, Jr., President, Chief Financial
Officer and Director
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
(DULY AUTHORIZED REPRESENTATIVE)
19
<PAGE>
EXHIBIT 3.2
BYLAWS
ACCESS ANYTIME BANCORP, INC.
ARTICLE I - HOME OFFICE
The home office of Access Anytime Bancorp, Inc. (the "Corporation"),
a Delaware corporation, shall be located at 801 Pile Street, in the City of
Clovis, in Curry County, in the State of New Mexico.
ARTICLE II - SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All annual and special meetings of
shareholders shall be held at the home office of the Corporation or at such
other place either within or outside the State of New Mexico as the Board of
Directors may determine.
SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and for the transaction of any
other business of the Corporation shall be held on such date and at such time
as may be fixed from time to time by the Board of Directors of the
Corporation pursuant to a resolution adopted by a majority of the members of
the Board then in office.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders
for any purposes or purposes may be called at any time by the chairman of the
board, the president, or a majority of the Board of Directors, and shall be
called by the chairman of the board, the president, or the secretary upon the
written request of the holders of not less than one-fifth of all of the
outstanding capital stock of the Corporation entitled to vote at the meeting.
Such written request shall state the purpose or purposes of the meeting and
shall be delivered to the home office of the Corporation addressed to the
chairman of the board, the president, or the secretary.
SECTION 4. CONDUCT OF MEETINGS. Annual and special meetings shall be
conducted in accordance with rules and procedure adopted by the Board of
Directors. The Board of Directors shall designate, when present, either the
chairman of the board or president to preside at such meetings.
SECTION 5. NOTICE OF MEETINGS. Written notice stating the place,
day, and hour of the meeting and the purpose(s) for which the meeting is
called shall be delivered not fewer than 10 nor more than 50 days before the
date of the meeting, either personally or by mail, by or at the direction of
the chairman of the board, the president, or the secretary, or the directors
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the mail, addressed to the shareholder at the
<PAGE>
address as it appears on the stock transfer books or records of the
Corporation as of the record date prescribed in Section 6 of this Article II
with postage prepaid. When any shareholders' meeting, either annual or
special, is adjourned for 30 days or more, notice of the adjourned meeting
shall be given as in the case of an original meeting. It shall not be
necessary to give any notice of the time and place of any meeting adjourned
for less than 30 days or of the business to be transacted at the meeting,
other than an announcement at the meeting at which such adjournment is taken.
SECTION 6. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors shall fix in advance a date as the
record date for any such determination of shareholders. Such date in any case
shall be not more than 60 days and, in case of a meeting of shareholders, not
fewer than 10 days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to
any adjournment.
SECTION 7. VOTING LISTS. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least 10 days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
SECTION 8. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of
the outstanding shares is represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted
at the meeting as originally notified. The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to constitute less than
a quorum.
SECTION 9. PROXIES. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by his or her
duly authorized attorney in fact. Proxies solicited on behalf of the
management shall be voted as directed by the shareholder or, in the absence
of such direction, as determined by a majority of the Board of Directors. No
proxy shall be valid more than eleven months from the date of its execution
except for a proxy coupled with any interest.
2
<PAGE>
SECTION 10. VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS. If
shares or other securities having voting power stand of record in the names
of two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety or otherwise, or if two
or more persons have the same fiduciary relationship respecting the same
shares, unless the secretary of the Corporation is given written notice to
the contrary and is furnished with a copy of the instrument or order
appointing them or creating the relationship wherein it is so provided, their
acts with respect to voting shall have the following effect:
(1) If only one votes, his or her act binds all;
(2) If more than one vote, the act of the majority so voting binds
all;
(3) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in
question proportionally, or any person voting the shares, or a
beneficiary, if any, may apply to the Delaware Court of Chancery
or such other court as may have jurisdiction to appoint any
additional person to act with the persons so voting the shares,
which shall then be voted as determined by a majority of such
persons and the person appointed by the Court. If the instrument
so filed shows that any such tenancy is held in unequal
interests, a majority or even split for the purpose of this
provision shall be a majority or even split in interest.
SECTION 11. VOTING OF SHARES OF CERTAIN HOLDERS. Shares standing in
the name of another corporation may be voted by an officer, agent, or proxy
as the bylaws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian, or conservator may be
voted by him or her, either in person or by proxy, without a transfer of such
shares into his or her name. Shares standing in the name of a trustee may be
voted by him or her, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him or her without a transfer of such shares
into his or her name. Shares standing in the name of a receiver may be voted
by such receiver, and shares held by or under the control of a receiver may
be voted by such receiver without the transfer into his or her name if
authority to do so is contained in an appropriate order of the court or other
public authority by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
Neither treasury shares of its own stock held by the Corporation nor
shares held by another corporation, if a majority of the shares entitled to
vote for the election of directors of such other corporation are held by the
Corporation, shall be voted at any meeting or counted in determining the
total number of outstanding shares at any given time for purposes of any
meeting.
3
<PAGE>
SECTION 12. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the Board of Directors may appoint any persons other than
nominees for office as inspectors of election to act at such meeting or any
adjournment. The number of inspectors shall be either one or three. Any such
appointment shall not be altered at the meeting. If inspectors of election
are not so appointed, the chairman of the board or the president may, or on
the request of not fewer than 10 percent of the votes represented at the
meeting shall, make such appointment at the meeting. If appointed at the
meeting, the majority of the votes present shall determine whether one or
three inspectors are to be appointed. In case any person appointed as
inspector fails to appear or fails or refuses to act, the vacancy may be
filled by appointment by the Board of Directors in advance of the meeting or
at the meeting by the chairman of the board or the president.
Unless otherwise prescribed by applicable law or by regulations of
the Board, the duties of such inspectors shall include: determining the
number of shares and the voting power of each share, the shares represented
at the meeting, the existence of a quorum, and the authenticity, validity and
effect of proxies; receiving votes, ballots, or consents; hearing and
determining all challenges and questions in any way arising in connection
with the rights to vote; counting and tabulating all votes or consents;
determining the result; and such acts as may be proper to conduct the
election or vote with fairness to all shareholders.
SECTION 13. NOMINATING COMMITTEE. The Board of Directors shall act
as a nominating committee for selecting the management nominees for election
as directors. Except in the case of a nominee substituted as a result of the
death or other incapacity of a management nominee, the nominating committee
shall deliver written nominations to the secretary at least 20 days prior to
the date of the annual meeting. Upon delivery, such nominations shall be
posted in a conspicuous place in each office of the Corporation. No
nominations for directors except those made by the nominating committee shall
be voted upon at the annual meeting unless other nominations by shareholders
are made in writing and delivered to the secretary of the Corporation at
least five days prior to the date of the annual meeting. Upon delivery, such
nominations shall be posted in a conspicuous place in each office of the
Corporation. Ballots bearing the names of all persons nominated by the
nominating committee and by shareholders shall be provided for use at the
annual meeting. However, if the nominating committee shall fail or refuse to
act at least 20 days prior to the annual meeting, nominations for directors
may be made at the annual meeting by any shareholder entitled to vote and
shall be voted upon.
SECTION 14. INFORMAL ACTION BY SHAREHOLDERS. Any action required to
be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of shareholders, may be taken without a meeting if consent
in writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the
Corporation shall be under the direction of its Board of Directors. The Board
of Directors shall annually elect a chairman of
4
<PAGE>
the board and a president from among its members and shall designate, when
present, either the chairman of the board or the president to preside at its
meetings.
SECTION 2. NUMBER AND TERM. The initial Board of Directors shall
consist of eight (8) members, which number may be increased or decreased by
the Board of Directors within the range permitted by the Corporation's
Certificate of Incorporation, but no decrease shall shorten an incumbent
director's term of office. The directors, other than those who may be elected
by the holders of any class or series of Preferred Stock, shall be divided
into three classes, as nearly equal in number as reasonably possible, with
the term of office of the first class to expire at the conclusion of the
first annual meeting of stockholders, the term of office of the second class
to expire at the conclusion of the annual meeting of stockholders one year
thereafter and the term of office of the third class to expire at the
conclusion of the annual meeting of stockholders two years thereafter, with
each director to hold office until his or her successor shall have been duly
elected and qualified. At each annual meeting of stockholders following such
initial classification and election, directors elected to succeed those
directors whose terms expire shall be elected for a term of office to expire
at the third succeeding annual meeting of stockholders after their election,
with each director to hold office until his or her successor shall have been
duly elected and qualified.
SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately
after, and at the same place as, the annual meeting of shareholders. The
Board of Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than such
resolution.
SECTION 4. QUALIFICATION. Directors need not be the beneficial
owners of shares of capital stock of the Corporation.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the chairman of the board,
the president, or one-third of the directors. The persons authorized to call
special meetings of the Board of Directors may fix any place as the place for
holding any special meeting of the Board of Directors called by such persons.
Members of the Board of Directors may participate in special
meetings by means of conference telephone or similar communications equipment
by which all persons participating in the meeting can hear each other. Such
participation shall constitute presence in person.
SECTION 6. NOTICE OF SPECIAL MEETING. Written notice of at least 24
hours regarding any special meeting of the Board of Directors or of any
committee designated thereby shall be given to each director in accordance
with the Bylaws, although such notice may be waived by the director. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any meeting need be specified in the notice of waiver of
notice of such meeting.
5
<PAGE>
SECTION 7. QUORUM. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors; but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time. Notice of any adjourned meeting shall
be given in the same manner as prescribed in Section 6 of this Article III.
SECTION 8. MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors, unless a greater number is prescribed by these
Bylaws.
SECTION 9. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by the Board of Directors at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors.
SECTION 10. RESIGNATION. Any director may resign at any time by
sending a written notice of such resignation to the home office of the
Corporation addressed to the chairman of the board or the president. Unless
otherwise specified, such resignation shall take effect upon receipt by the
chairman of the board or the president.
SECTION 11. VACANCIES. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be
filled only by a majority vote of the directors then in office, though less
than a quorum, and directors so chosen shall hold office for a term expiring
at the annual meeting of stockholders at which the term of office of the
class to which they have been elected expires, and until such directors'
successor shall have been duly elected and qualified.
SECTION 12. COMPENSATION. Directors, as such, may receive a stated
salary for their services. By resolution of the Board of Directors, a
reasonable fixed sum, and reasonable expenses of attendance, if any, may be
allowed for actual attendance at each regular or special meeting of the Board
of Directors. Members of either standing or special committees may be allowed
such compensation for actual attendance at committee meetings as the Board of
Directors may determine.
SECTION 13. PRESUMPTION OF ASSENT. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
Corporation matter is taken shall be presumed to have assented to the action
taken unless his or her dissent or abstention shall be entered in the minutes
of the meeting or unless he or she shall file a written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the Corporation within five days after the date a copy of the
minutes of the meeting is received. Such right to dissent shall not apply to
a director who voted in favor of such action.
6
<PAGE>
SECTION 14. REMOVAL OF DIRECTORS. At a meeting of shareholders
called expressly for that purpose, any director may be removed for cause by a
vote of the holders of a majority of the shares then entitled to vote at an
election of directors. If less than the entire Board is to be removed, no one
of the directors may be removed if the votes cast against the removal would
be sufficient to elect a director if then cumulatively voted at an election
of the class of directors of which such director is a part. Whenever the
holders of the shares of any class are entitled to elect one or more
directors by the provisions of the Certificate of Incorporation or a
Preferred Stock Designation, the provisions of this section shall apply, in
respect to the removal of a director or directors so elected, to the vote of
the holders of the outstanding shares of that class and not to the vote of
the outstanding shares as a whole.
SECTION 15. AGE LIMITATION OF DIRECTORS. No person of an age 70
years or older will be eligible for election, reelection, appointment, or
reappointment to the Board of Directors of the Corporation. No director shall
serve as such beyond the annual meeting of the Corporation immediately
following the attainment of age 70, except as may be specifically waived by
the Board of Directors. The Board of Directors may grant an exception to this
requirement for any initial director of the Corporation who has not attained
the age of 75.
SECTION 16. INDEMNIFICATION. Each person who shall have served as a
director or an officer of the Corporation, or, at the request of the
Corporation, as a director or an officer of any other corporation,
partnership or joint venture, whether profit or nonprofit, in which the
Corporation (a) owns shares of capital stock, (b) has an ownership interest,
(c) is a member, or (d) is a creditor, and regardless of whether or not such
person is then in office, and the heirs, executors, administrators and
personal representatives of any such person shall be indemnified by the
Corporation to the full extent of the authority of the Corporation to so
indemnify as authorized by the law of Delaware.
ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES
SECTION 1. APPOINTMENT. The Board of Directors, by resolution
adopted by a majority of the full board, may designate three or more of the
directors, which shall include the chief executive officer if he is a
director, to constitute an executive committee. The designation of any
committee pursuant to this Article IV and the delegation of authority shall
not operate to relieve the Board of Directors, or any director, of any
responsibility imposed by law or regulation.
SECTION 2. AUTHORITY. The executive committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority
of the Board of Directors except to the extent, if any, that such authority
shall be limited by the resolution appointing the executive committee; and
except also that the executive committee shall not have the authority of the
Board of Directors with reference to: the declaration of dividends; the
amendment of the charter or bylaws of the Corporation, or recommending to the
stockholders a plan of merger, consolidation, or conversion; the sale, lease,
or other disposition of all or substantially all of the property and assets
of the Corporation otherwise than in the usual and regular course of its
business; a voluntary dissolution of the Corporation; a revocation of any of
the foregoing; or the
7
<PAGE>
approval of a transaction in which any member of the executive committee,
directly or indirectly, has any material beneficial interest.
SECTION 3. TENURE. Subject to the provisions of Section 8 of this
Article IV, each member of the executive committee shall hold office until
the next regular annual meeting of the Board of Directors following his or
her designation and until a successor is designated as a member of the
executive committee.
SECTION 4. MEETING. Regular meetings of the executive committee may
be held without notice at such times and places as the executive committee
may fix from time to time by resolution. Special meetings of the executive
committee may be called by any member thereof upon not less than one day's
notice stating the place, date, and hour of the meeting, which notice may be
written or oral. Any member of the executive committee may waive notice of
any meeting and no notice of any meeting need be given to any member thereof
who attends in person. The notice of a meeting of the executive committee
need not state the business proposed to be transacted at the meeting.
SECTION 5. QUORUM. A majority of the members of the executive
committee shall constitute a quorum for the transaction of business at any
meeting thereof, and action of the executive committee must be authorized by
the affirmative vote of a majority of the members present at a meeting at
which a quorum is present.
SECTION 6. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by the executive committee at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the members of the executive committee.
SECTION 7. VACANCIES. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full Board of Directors.
SECTION 8. RESIGNATIONS AND REMOVAL. Any member of the executive
committee may be removed at any time with or without cause by resolution
adopted by a majority of the full Board of Directors. Any member of the
executive committee may resign from the executive committee at any time by
giving written notice to the president or secretary of the Corporation.
Unless otherwise specified, such resignation shall take effect upon its
receipt; the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 9. PROCEDURE. The executive committee shall elect a
presiding officer from its members and may fix its own rules of procedure
which shall not be inconsistent with these bylaws. It shall keep regular
minutes of its proceedings and report the same to the Board of Directors for
its information at the meeting held next after the proceedings shall have
occurred.
SECTION 10. OTHER COMMITTEES. The Board of Directors may by
resolution establish an audit or other committees composed of directors as
they may determine to be necessary or
8
<PAGE>
appropriate for the conduct of the business of the Corporation and may
prescribe the duties, constitution, and procedures thereof.
ARTICLE V - OFFICERS
SECTION 1. POSITIONS. The officers of the Corporation shall be a
president, one or more vice presidents, a secretary, and a treasurer, each of
whom shall be elected by the Board of Directors. The Board of Directors may
also designate the chairman of the board and/or vice chairman of the board as
officers. The Board of Directors may designate one or more vice presidents as
executive vice president or senior vice president. The Board of Directors may
also elect or authorize the appointment of such other officers as the
business of the Corporation may require. The officers shall have such
authority and perform such duties as the Board of Directors may from time to
time authorize or determine. In the absence of action by the Board of
Directors, the officers shall have such powers and duties as generally
pertain to their respective offices.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
Corporation shall be elected annually at the first meeting of the Board of
Directors held after each annual meeting of the stockholders. If the election
of officers is not held at such meeting, such election shall be held as soon
thereafter as possible. Each officer shall hold office until a successor has
been duly elected and qualified or until the officer's death, resignation, or
removal in the manner hereinafter provided. Election or appointment of an
officer, employee, or agent shall not of itself create contractual rights.
The Board of Directors may authorize the Corporation to enter into an
employment contract with any officer in accordance with resolutions of the
Board; but no such contract shall impair the right of the Board of Directors
to remove any officer at any time in accordance with Section 3 of this
Article V.
SECTION 3. REMOVAL. Any officer may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will
be served thereby, but such removal, other than for cause, shall be without
prejudice to any contractual rights of the person so removed.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise may be filled by the
Board of Directors for the unexpired portion of the term.
SECTION 5. REMUNERATION. The remuneration of the officers shall be
fixed from time to time by the Board of Directors by employment contracts or
by resolution.
ARTICLE VI - CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 1. CONTRACTS. To the extent permitted by resolutions of the
Board, and except as otherwise prescribed by these Bylaws with respect to
certificates for shares, the Board of Directors may authorize any officer,
employee, or agent of the Corporation to enter into any
9
<PAGE>
contract or execute and deliver any instrument in the name of and on behalf
of the Corporation. Such authority may be general or confined to specific
instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name
unless authorized by the Board of Directors. Such authority may be general or
confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders
for the payment of money, notes, or other evidences of indebtedness issued in
the name of the Corporation shall be signed by one or more officers,
employees, or agents of the Corporation in such manner as shall from time to
time be determined by the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited form time to time to the credit of the
Corporation in any duly authorized depositories as the Board of Directors may
elect.
ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares
of capital stock of the Corporation shall be in such form as shall be
determined by the Board of Directors and approved by the Board. Such
certificates shall be signed by the chief executive officer or by any other
officer of the Corporation authorized by the Board of Directors, attested by
the secretary or an assistant secretary, and sealed with the corporate seal
or a facsimile thereof. The signatures of such officers upon a certificate
may be facsimiles if the certificate is manually signed on behalf of a
transfer agent or a registrar other than the Corporation itself or one of its
employees. Each certificate for shares of capital stock shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled
and no new certificate shall be issued until the former certificate for a
like number of shares has been surrendered and canceled, except that in the
case of a lost or destroyed certificate, a new certificate may be issued upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of capital stock
of the Corporation shall be made only on its stock transfer books. Authority
for such transfer shall be given only by the holder of record or by or her
legal representative, who shall furnish proper evidence of such authority, or
by his or her attorney authorized by a duly executed power of attorney and
filed with the Corporation. Such transfer shall be made only on surrender for
cancellation of the certificate for such shares. The person in whose name
shares of capital stock stand on the books of the Corporation shall be deemed
by the Corporation to be the owner for all purposes.
ARTICLE VIII - FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the Corporation shall end on the 31st day of
December of each year. The Corporation shall be subject to an annual audit as of
the end of its fiscal year by independent
10
<PAGE>
public accounts appointed by and responsible to the Board of Directors. The
appointment of such accountants shall be subject to annual ratification by
the shareholders.
ARTICLE IX - DIVIDENDS
Subject only to applicable law and the terms of the Corporation's
charter and the resolutions of the board, the Board of Directors may, from
time to time, declare, and the Corporation may pay, dividends on its
outstanding classes of capital stock which are eligible for dividends.
ARTICLE X - CORPORATE SEAL
The Board of Directors shall provide a Corporation seal which shall
be two concentric circles between which shall be the name of the Corporation.
The year of incorporation or an emblem may appear in the center.
ARTICLE XI - AMENDMENTS
These Bylaws may be amended in a manner consistent with regulations
of the board at any time by a majority vote of the full Board of Directors or
by a majority vote of the votes cast by the stockholders of the Corporation
at any legal meeting.
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2000 AND RELATED STATEMENTS
OF OPERATIONS AND CASH FLOWS FOR THE THREE MONTH PERIOD ENDING MARCH 31, 2000 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 5,507
<INT-BEARING-DEPOSITS> 4,593
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 8,851
<INVESTMENTS-CARRYING> 8,712
<INVESTMENTS-MARKET> 8,600
<LOANS> 107,194
<ALLOWANCE> 620
<TOTAL-ASSETS> 144,711
<DEPOSITS> 122,241
<SHORT-TERM> 0
<LIABILITIES-OTHER> 773
<LONG-TERM> 10,250
0
0
<COMMON> 12
<OTHER-SE> 11,435
<TOTAL-LIABILITIES-AND-EQUITY> 144,711
<INTEREST-LOAN> 2,129
<INTEREST-INVEST> 281
<INTEREST-OTHER> 102
<INTEREST-TOTAL> 2,512
<INTEREST-DEPOSIT> 1,131
<INTEREST-EXPENSE> 1,235
<INTEREST-INCOME-NET> 1,277
<LOAN-LOSSES> 35
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,241
<INCOME-PRETAX> 242
<INCOME-PRE-EXTRAORDINARY> 159
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 159
<EPS-BASIC> 0.13
<EPS-DILUTED> 0.13
<YIELD-ACTUAL> 7.62
<LOANS-NON> 10
<LOANS-PAST> 0
<LOANS-TROUBLED> 249
<LOANS-PROBLEM> 249
<ALLOWANCE-OPEN> 864
<CHARGE-OFFS> 34
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</TABLE>
