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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
ý | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002 |
o | 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 (State or other jurisdiction of incorporation or organization) | 85-0444597 (I.R.S. Employer Identification No.) |
5210 Eubank, NE, Albuquerque, New Mexico 87111
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code:(505) 299-0900
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 ý No o
1,469,579 Shares of Capital Stock $.01 par value
Outstanding as of October 30, 2002
Transitional Small Business Disclosure Format (check one): Yes o No ý
TABLE OF CONTENTS
2
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
Consolidated Statements of Financial Condition
| | Unaudited September 30, 2002 | December 31, 2001 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||||
| Cash and cash equivalents | $ | 14,027,126 | $ | 10,611,093 | ||||||
| Certificates of deposit | 6,393,000 | 798,000 | ||||||||
| Securities available-for-sale (amortized cost of $7,329,577 and $10,327,387) | 7,483,222 | 10,447,181 | ||||||||
| Securities held-to-maturity (aggregate fair value of $1,514,600 and $1,649,788) | 1,484,268 | 1,611,197 | ||||||||
| Loans held-for-sale (aggregate fair value of $7,431,445 and $1,055,950) | 7,301,124 | 1,034,719 | ||||||||
| Loans receivable, net | 148,714,125 | 141,484,353 | ||||||||
| Interest receivable, loans | 738,578 | 763,202 | ||||||||
| Interest receivable, securities | 101,213 | 92,816 | ||||||||
| Real estate owned | 721,970 | 605,552 | ||||||||
| Federal Home Loan Bank stock | 1,006,300 | 984,200 | ||||||||
| Premises and equipment, net | 3,695,800 | 3,700,329 | ||||||||
| Unidentifiable intangible asset, net of accumulated amortization of $424,029 and $314,784 | 1,760,059 | 1,869,304 | ||||||||
| Deferred tax asset | 734,325 | 972,607 | ||||||||
| Other assets | 564,034 | 583,078 | ||||||||
| Total assets | $ | 194,725,144 | $ | 175,557,631 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||
| Liabilities: | ||||||||||
| Deposits | $ | 159,295,154 | $ | 146,919,998 | ||||||
| Federal Home Loan Bank advances | 10,500,000 | 8,750,000 | ||||||||
| Accrued interest and other liabilities | 967,036 | 936,039 | ||||||||
| Advanced payments by borrowers for taxes and insurance | 522,197 | 307,669 | ||||||||
| Employee Stock Ownership Plan—Note Payable | 1,007,097 | 1,141,766 | ||||||||
| Trust Preferred Securities—Notes Payable | 8,000,000 | 4,000,000 | ||||||||
| Total liabilities | 180,291,484 | 162,055,472 | ||||||||
| 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; 1,507,479 and 1,495,633 shares issued; 1,301,259 and 1,269,991 outstanding in 2002 and 2001, respectively | 15,075 | 14,956 | ||||||||
| Capital in excess of par value | 11,339,829 | 11,157,895 | ||||||||
| Retained earnings | 4,173,063 | 3,544,326 | ||||||||
| Accumulated other comprehensive income, net of tax expense of $61,458 and $47,918 | 92,188 | 71,877 | ||||||||
| 15,620,155 | 14,789,054 | |||||||||
| Unallocated Employee Stock Ownership Plan shares; 168,000 and 192,000 shares outstanding | (915,000 | ) | (1,050,000 | ) | ||||||
| Treasury stock, at cost; 38,220 and 33,642 shares | (271,495 | ) | (236,895 | ) | ||||||
| Total stockholders' equity | 14,433,660 | 13,502,159 | ||||||||
| Total liabilities and stockholders' equity | $ | 194,725,144 | $ | 175,557,631 | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
Unaudited Consolidated Statements of Operations
| | Three Month Periods Ended September 30, | Nine Month Periods Ended September 30, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2002 | 2001 | 2002 | 2001 | |||||||||||
| Interest income: | |||||||||||||||
| Loans receivable | $ | 2,785,695 | $ | 2,823,458 | $ | 8,213,133 | $ | 7,979,865 | |||||||
| Equity securities | 46,397 | 54,134 | 136,966 | 166,337 | |||||||||||
| Mortgage-backed securities | 112,510 | 179,868 | 396,690 | 516,715 | |||||||||||
| Other interest income | 74,664 | 76,558 | 179,602 | 336,249 | |||||||||||
| Total interest income | 3,019,266 | 3,134,018 | 8,926,391 | 8,999,166 | |||||||||||
| Interest expense: | |||||||||||||||
| Deposits | 1,063,347 | 1,424,863 | 3,252,014 | 4,522,502 | |||||||||||
| Federal Home Loan Bank advances | 81,872 | 83,243 | 260,086 | 172,672 | |||||||||||
| Other borrowings | 185,932 | 106,437 | 428,981 | 162,504 | |||||||||||
| Total interest expense | 1,331,151 | 1,614,543 | 3,941,081 | 4,857,678 | |||||||||||
| Net interest income before provision for loan losses | 1,688,115 | 1,519,475 | 4,985,310 | 4,141,488 | |||||||||||
| Provision for loan losses | 238,000 | 182,400 | 618,000 | 313,354 | |||||||||||
| Net interest income after provision for loan losses | 1,450,115 | 1,337,075 | 4,367,310 | 3,828,134 | |||||||||||
| Noninterest income: | |||||||||||||||
| Loan servicing and other fees | 120,561 | 71,640 | 372,081 | 226,071 | |||||||||||
| Net realized gains on sales of available-for-sale securities | 58,115 | — | 58,115 | — | |||||||||||
| Gains on sales of mortgage loans held-for-sale | 207,785 | 46,829 | 304,586 | 232,295 | |||||||||||
| Other income | 232,490 | 213,343 | 715,970 | 648,439 | |||||||||||
| Total noninterest income | 618,951 | 331,812 | 1,450,752 | 1,106,805 | |||||||||||
| Noninterest expense: | |||||||||||||||
| Salaries and employee benefits | 806,796 | 723,275 | 2,437,537 | 2,036,382 | |||||||||||
| Occupancy expense | 227,670 | 189,484 | 620,709 | 589,218 | |||||||||||
| Deposit insurance premium | 19,005 | 32,396 | 77,861 | 91,808 | |||||||||||
| Advertising | 16,522 | 24,405 | 58,670 | 54,664 | |||||||||||
| Professional fees | 84,617 | 56,768 | 261,982 | 206,860 | |||||||||||
| Other expense | 539,709 | 380,321 | 1,313,408 | 1,146,050 | |||||||||||
| Total noninterest expense | 1,694,319 | 1,406,649 | 4,770,167 | 4,124,982 | |||||||||||
| Income before income taxes | 374,747 | 262,238 | 1,047,895 | 809,957 | |||||||||||
| Income tax expense | 147,985 | 89,161 | 419,158 | 275,446 | |||||||||||
| Net income | $ | 226,762 | $ | 173,077 | $ | 628,737 | $ | 534,511 | |||||||
| Earnings per common share-basic | $ | .17 | $ | .14 | $ | .48 | $ | .42 | |||||||
| Earnings per common share-assuming dilution | $ | .16 | $ | .13 | $ | .46 | $ | .41 | |||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
Unaudited Consolidated Statement of Stockholders' Equity
| | | Common Stock | | | Accumulated Other Comprehensive Income, Net | | Treasury Stock | | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Capital in Excess of Par Value | | | | ||||||||||||||||||||||||
| | Comprehensive Income | Number of shares | Amount | Retained Earnings | Unallocated ESOP Shares | Number of Shares | Amount | Total | |||||||||||||||||||||
| Balance at December 31, 2001 | 1,495,633 | $ | 14,956 | $ | 11,157,895 | $ | 3,544,326 | $ | 71,877 | $ | (1,050,000 | ) | 33,642 | $ | (236,895 | ) | $ | 13,502,159 | |||||||||||
| Net income | $ | 628,737 | — | — | — | 628,737 | — | — | — | — | 628,737 | ||||||||||||||||||
| Net change in unrealized appreciation on available-for-sale securities, net of tax | 20,311 | — | — | — | — | 20,311 | — | — | — | 20,311 | |||||||||||||||||||
| Total comprehensive income | $ | 649,048 | |||||||||||||||||||||||||||
| Common shares issued | 11,846 | 119 | 77,735 | 77,854 | |||||||||||||||||||||||||
| Common stock rights awarded in lieu of directors' cash compensation | — | — | 40,000 | — | — | — | — | — | 40,000 | ||||||||||||||||||||
| Purchases of treasury stock | — | — | — | — | — | — | 4,578 | (34,600 | ) | (34,600 | ) | ||||||||||||||||||
| ESOP shares allocated | — | — | 64,199 | — | — | 135,000 | — | — | 199,199 | ||||||||||||||||||||
| Balance at September 30, 2002 | 1,507,479 | $ | 15,075 | $ | 11,339,829 | $ | 4,173,063 | $ | 92,188 | $ | (915,000 | ) | 38,220 | $ | (271,495 | ) | $ | 14,433,660 | |||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
Unaudited Consolidated Statements of Cash Flows
| | Nine Month Periods Ended September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | 2002 | 2001 | ||||||||
| Cash flows from operating activities: | ||||||||||
| Net income | $ | 628,737 | $ | 534,511 | ||||||
| Adjustments to reconcile net income to cash used in operating activities: | ||||||||||
| Depreciation | 317,125 | 305,134 | ||||||||
| Deferred income taxes | 238,282 | 275,446 | ||||||||
| Provision for loan losses | 618,000 | 313,354 | ||||||||
| Amortization of premiums on investment securities | 23,455 | 75,155 | ||||||||
| Amortization of loan premiums, discounts and deferred fees, net | 169,739 | 129,451 | ||||||||
| Amortization of unidentifiable intangible asset | 109,245 | 109,246 | ||||||||
| Non-cash ESOP contribution | 199,199 | 194,739 | ||||||||
| Gain on sale of available-for-sale securities | (58,115 | ) | — | |||||||
| Gain on sales of mortgage loans held-for-sale | (304,586 | ) | (232,295 | ) | ||||||
| Proceeds from sales of mortgage loans held-for-sale | 15,712,639 | 14,086,474 | ||||||||
| Originations of mortgage loans held-for-sale | (21,674,458 | ) | (15,197,137 | ) | ||||||
| Common stock rights awarded in lieu of directors compensation | 40,000 | 26,200 | ||||||||
| (Gain) loss on sale of foreclosed real estate | (52,159 | ) | 2,533 | |||||||
| Gain on disposition of assets | (100 | ) | (11,447 | ) | ||||||
| Net increase in accrued interest receivable and other assets | (567,859 | ) | (432,661 | ) | ||||||
| Increase (decrease) in accrued interest and other liabilities | 30,997 | (275,290 | ) | |||||||
| Net cash used in operating activities | (4,569,859 | ) | (96,587 | ) | ||||||
| Cash flows from investing activities: | ||||||||||
| Purchases of available-for-sale securities | (800,000 | ) | (3,555,000 | ) | ||||||
| Proceeds from maturities and principal repayments of available-for-sale securities | 3,774,397 | 1,917,339 | ||||||||
| Proceeds from maturities and principal repayments of held-to-maturity securities | 126,886 | 1,788,474 | ||||||||
| Net (increase) decrease in certificates of deposit | (5,595,000 | ) | 999,000 | |||||||
| Net increase in loans | (8,017,511 | ) | (19,783,208 | ) | ||||||
| Proceeds from sales of foreclosed real estate | 561,347 | 11,000 | ||||||||
| Purchases of premises and equipment | (312,496 | ) | (496,108 | ) | ||||||
| Net cash used in investing activities | (10,262,377 | ) | (19,118,503 | ) | ||||||
| Cash flows from financing activities: | ||||||||||
| Net increase in deposits | 12,375,156 | 6,978,674 | ||||||||
| Net change in Federal Home Loan Bank advances | 1,750,000 | 7,500,000 | ||||||||
| Net increase in advance payments by borrowers for taxes and insurance | 214,528 | 190,942 | ||||||||
| Repayment of employee stock ownership plan-note payable | (134,669 | ) | (179,741 | ) | ||||||
| Issuance of trust preferred security-note payable | 4,000,000 | 4,000,000 | ||||||||
| Purchase of treasury stock | (34,600 | ) | (29,262 | ) | ||||||
| Proceeds from issuance of common stock | 77,854 | 28,688 | ||||||||
| Net cash provided by financing activities | 18,248,269 | 18,489,301 | ||||||||
| Increase (decrease) in cash and cash equivalents | 3,416,033 | (725,789 | ) | |||||||
| Cash and cash equivalents at beginning of period | 10,611,093 | 7,145,268 | ||||||||
| Cash and cash equivalents at end of nine-months period ended September 30 | 14,027,126 | 6,419,479 | ||||||||
| Supplemental disclosures of cash flow information: | ||||||||||
| Cash paid during the period for: | ||||||||||
| Interest | $ | 4,124,609 | $ | 4,827,439 | ||||||
| Income taxes | 26,750 | 150 | ||||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||||
| Real estate acquired in settlement of loans | 701,443 | — | ||||||||
| Non-cash transfer of investment security pursuant to FASB 133 | — | 1,607,997 | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 Basis of Consolidation and Presentation
Access Anytime Bancorp, Inc. (the "Company") is a thrift holding company for its wholly owned subsidiary FirstBank (the "Bank") and the Bank's wholly owned subsidiary, First Equity Development Corporation ("FEDCO"). The consolidated financial statements include the accounts and transactions of the Company, the Bank and FEDCO. All significant intercompany accounts and transactions have been eliminated in consolidation.
The unaudited interim financial statements have been prepared by management of the Company, without audit. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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, 2001 consolidated statement of financial condition, as presented herein, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America and should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2001.
NOTE 2 Summary of Significant Accounting Policies
Impact of New Accounting Standards—In June 2001, the Financial Accounting Standards Board (FASB) issued Statement No. 141 ("Statement 141"),Business Combinations, and Statement No. 142 ("Statement 142"),Goodwill and Other Intangible Assets. Statement 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. The Company adopted the provisions of Statement 141 as of July 1, 2001. The adoption of Statement 141 did not have any impact on the Company's consolidated financial statements.
Statement 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. The Company does not have goodwill or intangible assets with indefinite useful lives subject to the provisions of Statement 142.
In August 2001, the FASB issued Statement No. 144 ("Statement 144"),Accounting for the Impairment or Disposal of Long-Lived Assets, which supersedes FASB Statement No. 121,Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. Statement 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The provisions of the statement are effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years. The Company adopted Statement 144 on January 1, 2002 and this adoption had no impact on the Company's consolidated financial statements.
In December 2001, the American Institute of Certified Public Accountants ("AICPA") issued Statement of Position 01-6 (SOP 01-6),Accounting by Certain Entities (Including Entities With Trade Receivables) That Lend to or Finance the Activities of Others. SOP 01-6 is effective for years beginning after December 15, 2001. SOP 01-6 applies to any entity that lends to or finances the activities of others, and it also provides specialized guidance for other types of transactions specific to certain financial institutions. The Company adopted SOP 01-6 on January 1, 2002, and this adoption had no impact on the Company's consolidated financial statements.
7
In October 2002, the FASB issued Statement No. 147 ("Statement 147"),Acquisitions of Certain Financial Institutions. This statement requires that unidentifiable intangible assets that were acquired in a transaction that did not meet the definition of a business combination continue to be amortized over their remaining useful lives. The Company adopted the provisions of Statement No. 147 as of July 1, 2002, and this adoption had no impact on the Company's consolidated financial statements.
8
NOTE 3 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 follow:
| | | Gross unrealized | | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Amortized Cost | Fair Value | |||||||||||||
| | Gains | Losses | |||||||||||||
| Available-for-sale securities: | |||||||||||||||
| September 30, 2002: | |||||||||||||||
| Mortgage-backed securities: | |||||||||||||||
| GNMA adjustable rate | $ | 4,292,318 | $ | 28,596 | $ | 5,967 | $ | 4,314,947 | |||||||
| GNMA fixed rate | 2,275,633 | 109,154 | — | 2,384,787 | |||||||||||
| Equity securities: | |||||||||||||||
| FNMA common stock | 6,858 | — | — | 6,858 | |||||||||||
| Corporate bonds | 99,768 | — | 358 | 99,410 | |||||||||||
| Trust preferred securities | 655,000 | 23,940 | 1,720 | 677,220 | |||||||||||
| $ | 7,329,577 | $ | 161,690 | $ | 8,045 | $ | 7,483,222 | ||||||||
| December 31, 2001: | |||||||||||||||
| Mortgage-backed securities: | |||||||||||||||
| GNMA adjustable rate | $ | 5,529,599 | $ | 41,514 | $ | 13,603 | $ | 5,557,510 | |||||||
| GNMA fixed rate | 4,135,930 | 68,244 | — | 4,204,174 | |||||||||||
| Equity securities: | |||||||||||||||
| FNMA common stock | 6,858 | 1,139 | — | 7,997 | |||||||||||
| Trust preferred securities | 655,000 | 22,500 | — | 677,500 | |||||||||||
| $ | 10,327,387 | $ | 133,397 | $ | 13,603 | $ | 10,447,181 | ||||||||
| | | Gross unrealized | | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Amortized Cost | Fair Value | |||||||||||||
| | Gains | Losses | |||||||||||||
| Held-to-maturity securities: | |||||||||||||||
| September 30, 2002: | |||||||||||||||
| Mortgage-backed securities: | |||||||||||||||
| FHLMC adjustable rate | $ | 486,105 | $ | 3,255 | $ | — | $ | 489,360 | |||||||
| Corporate bonds | 698,163 | 8,177 | — | 706,340 | |||||||||||
| Trust preferred securities | 300,000 | 18,900 | — | 318,900 | |||||||||||
| $ | 1,484,268 | $ | 30,332 | $ | — | $ | 1,514,600 | ||||||||
| December 31, 2001: | |||||||||||||||
| Mortgage-backed securities: | |||||||||||||||
| FHLMC adjustable rate | $ | 615,153 | $ | 2,260 | $ | — | $ | 617,413 | |||||||
| Corporate bonds | 696,044 | 22,426 | 4,195 | 714,275 | |||||||||||
| Trust preferred securities | 300,000 | 18,100 | — | 318,100 | |||||||||||
| $ | 1,611,197 | $ | 42,786 | $ | 4,195 | $ | 1,649,788 | ||||||||
9
NOTE 4 LOANS HELD-FOR-SALE
The carrying amount of loans held-for-sale and their estimated fair value, as determined on an aggregate basis, follow:
| | | Gross unrealized | | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Amortized cost | Gains | Losses | Fair value | ||||||||
| September 30, 2002 | $ | 7,301,124 | $ | 130,321 | $ | — | $ | 7,431,445 | ||||
| December 31, 2001 | 1,034,719 | 21,231 | — | 1,055,950 | ||||||||
NOTE 5 LOANS RECEIVABLE
The components of loans in the consolidated statements of financial condition were as follows:
| | September 30, 2002 | December 31, 2001 | |||||
|---|---|---|---|---|---|---|---|
| First mortgage loans: | |||||||
| Conventional | $ | 71,726,535 | $ | 67,661,640 | |||
| FHA insured and VA guaranteed | 12,784,961 | 9,381,090 | |||||
| Commercial real estate loans | 27,478,543 | 28,671,294 | |||||
| Commercial loans, other than mortgage | 8,795,982 | 9,259,407 | |||||
| Consumer and installment loans | 23,887,340 | 20,907,241 | |||||
| Construction loans | 1,625,350 | 3,363,911 | |||||
| Other | 5,228,040 | 5,448,069 | |||||
| 151,526,751 | 144,692,652 | ||||||
| Less: | |||||||
| Loans in process | 816,600 | 1,390,710 | |||||
| Unearned discounts, deferred loan fees, and other | 1,173,001 | 1,072,602 | |||||
| Allowance for loan losses | 823,025 | 744,987 | |||||
| $ | 148,714,125 | $ | 141,484,353 | ||||
The allowance for loan losses is established by management of the Bank to incorporate a systematic methodology, which is applied quarterly, to determine the elements of the allowance for loan losses and the resultant provisions for loan losses it considers adequate to provide for anticipated loan losses. This methodology includes the following elements:
| — | A systematic loan grading system | |
| — | A periodic review of the summary of the allowance for loan loss balance using historical loss factors | |
| — | Identification of loans to be evaluated on an individual basis for impairment | |
| — | Consideration of internal factors such as the Bank's size, organizational structure, loan portfolio structure, loan administration procedures, past due and delinquency trends, and loss experience | |
| — | Consideration of risks inherent in different kinds of lending | |
| — | Consideration of external factors such as local, regional, and national economic factors | |
| — | An overall evaluation of the quality of the underlying collateral, and holding and disposition costs |
Specific reserves are provided for individual loans where ultimate collection is considered questionable by management after reviewing the current status of loans that are contractually past due and
10
considering the net realizable value of the security and of the loan guarantees, if applicable. The following table is an analysis of changes in allowance for loan losses:
| | Nine Months Ended September 30, 2002 | Year Ended December 31, 2001 | ||||||
|---|---|---|---|---|---|---|---|---|
| Balance at beginning of period | $ | 744,987 | $ | 681,486 | ||||
| Loans charged-off | (568,482 | ) | (442,827 | ) | ||||
| Recoveries | 28,520 | 56,974 | ||||||
| Net loans charged-off | (539,962 | ) | (385,853 | ) | ||||
| Provision for loan losses charged to operations | 618,000 | 449,354 | ||||||
| Balance at end of period | $ | 823,025 | $ | 744,987 | ||||
An analysis of the changes of loans to directors, executive officers, and major stockholders is as follows:
| | Nine Months Ended September 30, 2002 | Year Ended December 31, 2001 | |||||
|---|---|---|---|---|---|---|---|
| Balance at beginning of period | $ | 1,429,690 | $ | 1,279,920 | |||
| Loans originated | — | 474,735 | |||||
| Loan principal payments and other reductions | (401,169 | ) | (324,965 | ) | |||
| Balance at end of period | $ | 1,028,521 | $ | 1,429,690 | |||
NOTE 6 NON-PERFORMING ASSETS
The composition of the Bank's portfolio of non-performing assets is shown in the following table:
| | September 30, 2002 | December 31, 2001 | |||||
|---|---|---|---|---|---|---|---|
| Non-accruing loans* | $ | 1,235,521 | $ | 1,406,910 | |||
| Past due 90 days or more and still accruing | — | — | |||||
| Troubled debt restructured | — | — | |||||
| Other real estate | 721,970 | 605,552 | |||||
| $ | 1,957,491 | $ | 2,012,462 | ||||
| Ratio of non-performing assets to total assets | 1.00 | % | 1.15 | % | |||
NOTE 7 NET INCOME PER SHARE
Basic net income per share has been computed by dividing net income 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 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.
11
A reconciliation between basic and diluted weighted average common shares outstanding follows:
| | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|---|
| | 2002 | 2001 | 2002 | 2001 | |||||
| Weighted average common Shares—Basic | 1,315,409 | 1,274,488 | 1,300,876 | 1,263,708 | |||||
| Plus effect of dilutive Securities: | |||||||||
| Stock Options | 25,374 | 19,512 | 24,644 | 13,201 | |||||
| Shares held by Rabbi Trust | 37,565 | 27,305 | 36,211 | 26,230 | |||||
| Weighted average common Shares—Assuming Dilution | 1,378,348 | 1,321,305 | 1,361,731 | 1,303,139 | |||||
NOTE 8 UNIDENTIFIABLE INTANGIBLE ASSET
The Company has an unidentifiable intangible asset that was originated in connection with the Company's expansion through an acquisition of two established branch operations in target markets in 1999. The intangible asset did not meet the definition of a business combination in accordance with Statement No. 141. As such, the Company continues to amortize the intangible asset related to the acquisition in accordance with Statement No. 142 over a period of fifteen years.
12
Item 2—Management's Discussion and Analysis or Plan of Operation
The following discussion should be read in conjunction with Access Anytime Bancorp, Inc.'s ("the Company") 2001 Annual Report on Form 10-KSB.
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 eight banking locations in Albuquerque, Clovis, Gallup, and Portales, New Mexico. The Bank has a wholly owned subsidiary, FEDCO, 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 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.
Total assets for the Company increased by $19,167,513 or 10.92%, from December 31, 2001 to September 30, 2002. The increase in assets was primarily due to an increase of approximately $7.2 million in loans receivable, $6.3 million in loans held-for-sale, $5.6 million in certificates of deposit, and $3.4 million in cash and cash equivalents.
Total liabilities increased by $18,236,012 or 11.25% for the nine-month period ended September 30, 2002. An increase of approximately $12.4 million in deposits and $4 million in trust preferred securities notes payable were the primary reasons for the increase in total liabilities.
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 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-weighted assets, and (3) total risk-based capital of 10% of risk weighted assets.
13
The following table is a reconciliation of the Bank's capital for regulatory purposes at September 30, 2002 as reported to the OTS.
| | Tier 1- Core Capital | Tier 1- Risk-based Capital | Total Risk-based Capital | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total regulatory assets | $ | 192,210,126 | ||||||||
| Net unrealized gain on available-for-sale securities | (135,905 | ) | ||||||||
| Less intangible assets disallowed for regulatory purposes | (1,760,059 | ) | ||||||||
| Adjusted regulatory total assets | $ | 190,314,162 | ||||||||
| Risk-based assets | $ | 127,381,000 | $ | 127,381,000 | ||||||
| Stockholder's equity | $ | 19,087,548 | $ | 19,087,548 | $ | 19,087,548 | ||||
| Net unrealized gain on available-for-sale securities, net | (81,543 | ) | (81,543 | ) | (81,543 | ) | ||||
| General valuation allowance | — | — | 823,025 | |||||||
| Less intangible assets disallowed for regulatory purposes | (1,760,059 | ) | (1,760,059 | ) | (1,760,059 | ) | ||||
| Regulatory capital | 17,245,946 | 17,245,946 | 18,068,971 | |||||||
| Regulatory capital required to be "well capitalized" | 9,515,708 | 7,642,860 | 12,738,100 | |||||||
| Excess regulatory capital | $ | 7,730,238 | $ | 9,603,086 | $ | 5,330,871 | ||||
| Bank's capital to adjusted regulatory assets | 9.06 | % | ||||||||
| Bank's capital to risk-based assets | 13.54 | % | 14.18 | % | ||||||
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. FHLB borrowings were $10.5 and $8.75 million at September 30, 2002 and December 31, 2001, respectively.
Liquidity risk results from the mismatching of assets and liability cash flows. Management chooses asset/liability strategies that promote stable earnings and reliable funding. Interest rate risk and funding positions are kept within limits established by the Board of Directors of the Bank to ensure that risk taking is not excessive and that liquidity is properly managed. The Bank keeps a portion of its interest-bearing assets in adjustable-rate products to reduce interest rate sensitivity. Therefore, if rates increase the Bank can retain its deposits by increasing rates paid on deposits, while limiting the impact on the Bank's net interest margin. A concentrated effort is made to retain deposits associated with goodwill, as discussed in Note 8 to the Consolidated Financial Statements in this Form 10-QSB. The primary additional source of funding is provided by FHLB borrowings available to the Bank, of $56.7 and $61.0 million at September 30, 2002 and December 31, 2001, respectively.
Three-Month Comparative Analysis for Periods September 30, 2002 and 2001
Net income for the three-months ended September 30, 2002 was $226,762 or $.17 per basic share compared to $173,077 or $.14 per basic share for the three-months ended September 30, 2001, an increase of $53,685 or 31.02%.
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Net Interest Income. Net interest income before provision for loan losses increased by 11.10% to $1,688,115 in the three-month period ended September 30, 2002, compared to $1,519,475 for the same period in 2001. The increase in net interest income before provision for loan losses was primarily due to a decrease in interest expense of $283,392. The decrease in total interest expense for the quarter ended September 30, 2002 was due to a decrease in interest expense on deposits of $361,516, as compared to the same quarter in 2001.
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, general economic conditions, the estimated fair value of the underlying collateral, and other factors which may affect the collectibility of loans. During the third quarter of 2002, the provision for loan losses increased to $238,000 from $182,400 in the third quarter of 2001. The increase was due to management's analysis of current conditions and growth of the loan portfolio. Although management believes it uses the best information available to make such determinations, future adjustments to reserves may be necessary, and net income could be significantly affected, if circumstances differ substantially from the assumptions used in making initial determinations. See Note 5 to the Consolidated Financial Statements in this Form 10-QSB for additional discussion on the allowance for loan losses.
Noninterest Income. During the three-months ended September 30, 2002, noninterest income increased by $287,139 to $618,951 compared to $331,812 in 2001. The increase in noninterest income for the quarter ended September 30, 2002 as compared to the same quarter in 2001 was primarily due to an increase in gains on sales of mortgage loans held-for-sale of $160,956, net realized gains on sales of available-for-sale investments of $58,115, and loan servicing and other fees of $48,921.
Noninterest Expense. Noninterest expense increased to $1,694,319 from $1,406,649 for the quarter ended September 30, 2002 compared to the same quarter in 2001. The $287,670 increase in noninterest expense was primarily due an increase in other expense of $159,388 and an increase in salaries and employee benefits of $83,521. The increase in salaries and employee benefits is primarily due to the opening of two additional depository branches in March and September 2002 and a new loan production office during April 2002, and an increase in incentive payments based on loan production in the third quarter of 2002.
Income Tax Expense. The income tax expense for the quarter ended September 30, 2002 increased by $58,824 to $147,985 from $89,161 in the quarter ended September 30, 2001. The reason for the increase in tax expense is the $112,509 increase in income before income taxes and the actual tax rate change made by the Company at December 31, 2001 because the Company expects to have taxable income for state purposes.
Nine-Month Comparative Analysis for Periods September 30, 2002 and 2001
Net income for the nine-months ended September 30, 2002 was $628,737 or $.48 per basic share compared to $534,511 or $.42 per basic share for the nine-months ended September 30, 2001, an increase of $94,226 or 17.63%.
Net Interest Income. Net interest income before provision for loan losses increased by 20.37% to $4,985,310 in the nine-month period ended September 30, 2002, compared to $4,141,488 for the same period in 2001. The increase in net interest income before provision for loan losses was primarily due to a decrease in interest expense of $916,597. The decrease in total interest expense for the nine-months ended September 30, 2002 was due to a decrease in interest expense on deposits of $1,270,488, as compared to the same period in 2001.
15
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, general economic conditions, the estimated fair value of the underlying collateral and other factors which may affect the collectibility of loans. During the first nine-months of 2002, the provision for loan losses increased to $618,000 from $313,354 in the first nine-months of 2001. The increase was due to management's analysis of current conditions and growth of the loan portfolio. Although management believes it uses the best information available to make such determinations, future adjustments to reserves may be necessary, and net income could be significantly affected, if circumstances differ substantially from the assumptions used in making initial determinations. See Note 5 to the Consolidated Financial Statements in this Form 10-QSB for additional discussion on the allowance for loan losses.
Noninterest Income. During the first nine-months of 2002, noninterest income increased by $343,947 to $1,450,752 compared to $1,106,805 in 2001. The increase in noninterest income for the nine-months ended September 30, 2002 as compared to the same period in 2001 was due to increases in loan servicing and other fees of $146,010, gains on sales of mortgage loans held-for-sale of $72,291, other income of $67,531, and net realized gains on sales of available-for-sale securities of $58,115.
Noninterest Expense. Noninterest expense increased to $4,770,167 from $4,124,982 for the nine-months ended September 30, 2002 compared to the same period in 2001. The $645,185 increase in noninterest expense was primarily due to an increase in salaries and employee benefits of $401,155 and other expense of $167,358. The increase in salaries and employee benefits is primarily due to the opening of two additional depository branches during March and September 2002 and a new loan production office during April 2002.
Income Tax Expense. The income tax expense for the nine-months ended September 30, 2002 increased by $143,712 to $419,158 from $275,446 in the nine-months ended September 30, 2001. The reasons for the increase in tax expense is an $237,938 increase in income before income taxes and the actual tax rate change made by the Company at December 31, 2001 because the Company expects to have taxable income for state purposes.
The Company's operating results are impacted by many factors, the most important factor being the interest spread between the yield on loans and investments and the cost of funds. The following table presents operating results for the Company. The table presents for the periods indicated the total dollar amount of interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates. No tax equivalent adjustments were made and all average balances are monthly average balances. Non-accruing loans have been included in the table as loans carrying a zero yield.
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| | Three Months ended September 30, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2002 | 2001 | |||||||||||||||||
| | Average outstanding balance | Interest earned/ paid | Yield/ Rate | Average outstanding balance | Interest earned/ Paid | Yield/ rate | |||||||||||||
| Interest-earning assets: | |||||||||||||||||||
| Loans receivable (1) | $ | 156,640,540 | $ | 2,785,695 | 7.11 | % | $ | 138,896,744 | $ | 2,823,458 | 8.13 | % | |||||||
| Mortgage-backed securities | 8,034,423 | 112,510 | 5.60 | 11,390,895 | 179,868 | 6.32 | |||||||||||||
| Investment securities | 3,358,752 | 46,397 | 5.53 | 3,534,875 | 54,134 | 6.13 | |||||||||||||
| Other interest-earning assets | 14,324,116 | 74,664 | 2.08 | 5,874,760 | 76,558 | 5.21 | |||||||||||||
| Total interest-earning assets (1) | $ | 182,357,831 | $ | 3,019,266 | 6.62 | % | $ | 159,697,274 | $ | 3,134,018 | 7.85 | % | |||||||
| Interest-bearing liabilities: | |||||||||||||||||||
| Deposits | $ | 159,549,811 | $ | 1,063,347 | 2.67 | % | $ | 144,721,820 | $ | 1,424,863 | 3.94 | % | |||||||
| Federal Home Loan Bank advances | 9,521,505 | 81,872 | 3.44 | 7,267,527 | 83,243 | 4.58 | |||||||||||||
| Other borrowings | 9,021,649 | 185,932 | 8.24 | 4,500,420 | 106,437 | 9.46 | |||||||||||||
| Total interest-bearing liabilities | $ | 178,092,965 | $ | 1,331,151 | 2.99 | % | $ | 156,489,767 | $ | 1,614,543 | 4.13 | % | |||||||
| Net interest income | $ | 1,688,115 | $ | 1,519,475 | |||||||||||||||
| Net interest rate spread | 3.63 | % | 3.72 | % | |||||||||||||||
| Net interest-earning assets | $ | 4,264,866 | $ | 3,207,507 | |||||||||||||||
| Net yield on average interest-earning assets | 3.70 | % | 3.81 | % | |||||||||||||||
| Average interest-earning assets to average interest-bearing liabilities | 102.39 | % | 102.05 | % | |||||||||||||||
| | Nine Months ended September 30, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2002 | 2001 | |||||||||||||||||
| | Average outstanding balance | Interest earned/ paid | Yield/ Rate | Average outstanding balance | Interest earned/ Paid | Yield/ Rate | |||||||||||||
| Interest-earning assets: | |||||||||||||||||||
| Loans receivable (1) | $ | 151,121,396 | $ | 8,213,133 | 7.25 | % | $ | 129,869,895 | $ | 7,979,865 | 8.19 | % | |||||||
| Mortgage-backed securities | 9,023,806 | 396,690 | 5.86 | 10,804,905 | 516,715 | 6.38 | |||||||||||||
| Investment securities | 3,038,915 | 136,966 | 6.01 | 3,486,604 | 166,337 | 6.36 | |||||||||||||
| Other interest-earning assets | 12,064,374 | 179,602 | 1.98 | 8,051,576 | 336,249 | 5.57 | |||||||||||||
| Total interest-earning assets (1) | $ | 175,248,491 | $ | 8,926,391 | 6.79 | % | $ | 152,212,980 | $ | 8,999,166 | 7.88 | % | |||||||
| Interest-bearing liabilities: | |||||||||||||||||||
| Deposits | $ | 154,535,761 | $ | 3,252,014 | 2.81 | % | $ | 142,045,604 | $ | 4,522,502 | 4.25 | % | |||||||
| Federal Home Loan Bank advances | 9,652,483 | 260,086 | 3.59 | 4,670,299 | 172,672 | 4.93 | |||||||||||||
| Other borrowings | 6,443,273 | 428,981 | 8.88 | 2,346,180 | 162,504 | 9.24 | |||||||||||||
| Total interest-bearing liabilities | $ | 170,631,517 | $ | 3,941,081 | 3.08 | % | $ | 149,062,083 | $ | 4,857,678 | 4.35 | % | |||||||
| Net interest income | $ | 4,985,310 | $ | 4,141,488 | |||||||||||||||
| Net interest rate spread | 3.71 | % | 3.53 | % | |||||||||||||||
| Net interest-earning assets | $ | 4,616,974 | $ | 3,150,897 | |||||||||||||||
| Net yield on average interest-earning assets | 3.79 | % | 3.63 | % | |||||||||||||||
| Average interest-earning assets to average interest-bearing liabilities | 102.71 | % | 102.11 | % | |||||||||||||||
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Item 3—Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Within the 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in its periodic Securities and Exchange Commission ("SEC") filings is recorded, processed and reported within the time periods specified in the SEC's rules and forms. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings.
Changes in Internal Controls
There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
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.
18
None
None
Item 3—Defaults Upon Senior Securities
None
Item 4—Submission of Matters to a Vote of Security Holders
None
None
Item 6—Exhibits and Reports on Form 8-K
(a) | Exhibits | |
10.12.2 Amendment Number Two to Nonqualified 401(K) Rabbi Trust for an Executive Savings Plan dated May 23, 2002 | ||
99.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
99.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
(b) | Reports on Form 8-K. | |
None |
19
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ACCESS ANYTIME BANCORP, INC. | |||
Date: October 30, 2002 | /s/ NORMAN R. CORZINE Norman R. Corzine, Chairman of the Board, Chief Executive Officer (Duly Authorized Representative) | ||
Date: October 30, 2002 | /s/ KEN HUEY, JR. Ken Huey, Jr., Chief Financial Officer Director (Principal Financial and Accounting Officer) (Duly Authorized Representative) | ||
Date: October 30, 2002 | /s/ DON K. PADGETT Don K. Padgett, President Director (Duly Authorized Representative) | ||
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CERTIFICATIONS
I, Norman R. Corzine, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Access Anytime Bancorp, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: October 30, 2002 | /s/ NORMAN R. CORZINE Norman R. Corzine, Chairman of the Board, Chief Executive Officer (Duly Authorized Representative) |
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CERTIFICATIONS
I, Ken Huey, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Access Anytime Bancorp, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: October 30, 2002 | /s/ KEN HUEY, JR. Ken Huey, Jr., Chief Financial Officer Director (Principal Financial and Accounting Officer) (Duly Authorized Representative) |
22
