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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/
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TABLE OF CONTENTS
Page
----
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
2
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
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
March 31, December 31,
ASSETS 2000 1999
-------------------- ---------------------
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
==================== =====================
The accompanying notes are an integral part of these consolidated financial
statements.
4
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Month Periods Ended
March 31,
--------------------------------------
2000 1999
------------------ ------------------
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
================== ==================
The accompanying notes are an integral part of these consolidated financial
statements.
5
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
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
------------- --------- -------- --------- --------- ----------- ----------- ------------- ------------
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
========= ======== ========= ========= =========== =========== ============= ============
The accompanying notes are an integral part of these consolidated financial
statements.
6
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Month Periods Ended
March 31,
--------------------------------------
2000 1999
------------------ ------------------
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
================== ==================
(Continued)
7
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
Three Month Periods Ended
March 31,
--------------------------------------
2000 1999
------------------ ------------------
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
The accompanying notes are an integral part of these consolidated financial
statements.
8
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
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:
Amortized Gross unrealized Fair
Cost Gains Losses Value
----------------- ------------------ ----------------- -----------------
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
================= ================== ================= =================
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
================= ================== ================= =================
10
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:
Gross unrealized
--------------------------------------------
Amortized cost Gains Losses Fair value
------------------- ------------------- ------------------- -------------------
March 31, 2000 $ 536,298 $ 19,063 $ -- $ 555,361
December 31, 1999 183,850 3,325 -- 187,175
NOTE 4 LOANS RECEIVABLE
The components of loans in the consolidated statements of financial condition
were as follows:
March 31, December 31,
2000 1999
----------------- -------------------
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
================= ===================
An analysis of the changes in allowance for loan losses follows:
Three Months Ended Year Ended
March 31, 2000 December 31, 1999
---------------------- --------------------
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
====================== ====================
11
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:
Three Months Ended Year Ended
March 31, 2000 December 31, 1999
---------------------- --------------------
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
====================== ====================
NOTE 5 NON-PERFORMING ASSETS
The composition of the Bank's portfolio of non-performing assets is shown in the
following table:
March 31, 2000 December 31, 1999
----------------------- ---------------------
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%
======================= =====================
* Primarily loans which are past due for 90 days or more
12
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:
Three Months Ended
March 31,
------------------------------------
2000 1999
----------------- -----------------
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
================= =================
*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
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
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.
Tier 1- Tier 1- Total
Core Risk-based Risk-based
Capital Capital Capital
------------------ ----------------- -----------------
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%
================= =================
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
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
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
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
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