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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
|_| 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)
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 |X| No |_|
1,470,206 Shares of Capital Stock $.01 par value
Outstanding as of July 26, 2002
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
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TABLE OF CONTENTS
<Table>
<Caption>
Page
----
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Unaudited Consolidated Statements of Financial Condition................................. 3
Unaudited Consolidated Statements of Operations.......................................... 4
Unaudited Consolidated Statement of Stockholders' Equity................................. 5
Unaudited Consolidated Statements of Cash Flows.......................................... 6 - 7
Notes to Consolidated Financial Statements (Unaudited)................................... 8-14
Item 2 - Management's Discussion and Analysis or Plan of Operation................................ 15-20
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings........................................................................ 21
Item 2 - Changes in Securities.................................................................... 21
Item 3 - Defaults Upon Senior Securities.......................................................... 21
Item 4 - Submission of Matters to a Vote of Security Holders...................................... 21
Item 5 - Other Information........................................................................ 21
Item 6 - Exhibits and Reports on Form 8-K......................................................... 22
SIGNATURES................................................................................................ 23
</Table>
2
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
The following unaudited consolidated financial statements include all
adjustments, which in the opinion of management, are necessary in order to
make such financial statements not misleading.
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<Table>
<Caption>
June 30, December 31,
2002 2001
-------------------- ---------------------
ASSETS
Cash and cash equivalents $ 13,745,265 $ 10,611,093
Certificates of deposit 3,995,000 798,000
Securities available-for-sale (amortized cost of $9,715,668 and $10,327,387) 9,832,595 10,447,181
Securities held-to-maturity (aggregate fair value of $1,533,739 and $1,649,788) 1,507,802 1,611,197
Loans held-for-sale (aggregate fair value of $1,420,510 and $1,055,950) 1,371,517 1,034,719
Loans receivable, net 150,747,705 141,484,353
Interest receivable, loans 779,121 763,202
Interest receivable, securities 106,541 92,816
Real estate owned 470,422 605,552
Federal Home Loan Bank stock 998,800 984,200
Premises and equipment, net 3,714,647 3,700,329
Goodwill, net of accumulated amortization of $387,614 and $314,784 1,796,474 1,869,304
Deferred tax asset 756,501 972,607
Other assets 607,001 583,078
-------------------- ---------------------
Total assets $ 190,429,391 $ 175,557,631
==================== =====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 158,119,153 $ 146,919,998
Federal Home Loan Bank advances 7,750,000 8,750,000
Accrued interest and other liabilities 1,032,505 936,039
Advanced payments by borrowers for taxes and insurance 367,531 307,669
Employee Stock Ownership Plan - Note Payable 1,048,934 1,141,766
Trust Preferred Securities - Notes Payable 8,000,000 4,000,000
-------------------- ---------------------
Total liabilities 176,318,123 162,055,472
-------------------- ---------------------
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; 1,506,946
and 1,495,633 shares issued; 1,293,973 and 1,269,991 outstanding in
2002 and 2001, respectively 15,069 14,956
Capital in excess of par value 11,301,036 11,157,895
Retained earnings 3,946,301 3,544,326
Accumulated other comprehensive income, net of tax expense of $46,770 and $47,918 70,157 71,877
-------------------- ---------------------
15,332,563 14,789,054
Unallocated Employee Stock Ownership Plan shares; 176,000 and 192,000 (960,000) (1,050,000)
Treasury stock, at cost; 37,073 and 33,642 shares outstanding (261,295) (236,895)
-------------------- ---------------------
Total stockholders' equity 14,111,268 13,502,159
-------------------- ---------------------
Total liabilities and stockholders' equity $ 190,429,391 $ 175,557,631
==================== =====================
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
</Table>
3
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ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
<Table>
<Caption>
Three Month Periods Ended Six Month Periods Ended
June 30, June 30,
------------------------------------- --------------------------------
2002 2001 2002 2001
--------------- --------------- --------------- --------------
Interest income:
Loans receivable $ 2,705,461 $ 2,588,839 $ 5,427,438 $ 5,156,407
Equity securities 48,505 55,600 90,569 112,203
Mortgage-backed securities 135,569 166,022 284,180 336,847
Other interest income 57,641 124,642 104,938 259,691
--------------- --------------- --------------- --------------
Total interest income 2,947,176 2,935,103 5,907,125 5,865,148
--------------- --------------- --------------- --------------
Interest expense:
Deposits 1,097,893 1,551,003 2,188,667 3,097,639
Federal Home Loan Bank advances 76,320 55,428 178,214 89,429
Other borrowings 123,841 24,551 243,049 56,067
--------------- --------------- --------------- --------------
Total interest expense 1,298,054 1,630,982 2,609,930 3,243,135
--------------- --------------- --------------- --------------
Net interest income before provision for loan losses 1,649,122 1,304,121 3,297,195 2,622,013
Provision for loan losses 212,000 61,954 380,000 130,954
--------------- --------------- --------------- --------------
Net interest income after provision for loan losses 1,437,122 1,242,167 2,917,195 2,491,059
--------------- --------------- --------------- --------------
Noninterest income:
Loan servicing and other fees 158,043 91,571 251,520 154,431
Gains on sales of mortgage loans held-for-sale 41,565 113,068 96,801 185,466
Other income 255,223 240,995 483,480 435,096
--------------- --------------- --------------- --------------
Total noninterest income 454,831 445,634 831,801 774,993
--------------- --------------- --------------- --------------
Noninterest expense:
Salaries and employee benefits 832,615 676,570 1,630,741 1,313,107
Occupancy expense 215,768 187,449 393,039 399,734
Deposit insurance premium 29,473 29,685 58,856 59,412
Advertising 25,582 20,672 42,148 30,259
Professional fees 86,556 83,491 177,365 150,092
Other expense 445,833 395,451 773,699 765,729
--------------- --------------- --------------- --------------
Total noninterest expense 1,635,827 1,393,318 3,075,848 2,718,333
--------------- --------------- --------------- --------------
Income before income taxes 256,126 294,483 673,148 547,719
Income tax expense 112,705 100,035 271,173 186,285
--------------- --------------- --------------- --------------
Net income $ 143,421 $ 194,448 $ 401,975 $ 361,434
=============== =============== =============== ==============
Earnings per common share-basic $ .11 $ .15 $ .31 $ .29
=============== =============== =============== ==============
Earnings per common share-assuming dilution $ .10 $ .15 $ .30 $ .28
=============== =============== =============== ==============
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
</Table>
4
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ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<Table>
<Caption> Accumulated
Common Stock Capital Other Treasury Stock
----------------- in Excess Comprehensive ------------------
Comprehensive Number of Par Retained Income Unallocated Number
Income of shares Amount Value Earnings Net ESOP Shares 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 $401,975 -- -- -- 401,975 -- -- -- -- 401,975
Net change in unrealized
appreciaiton on
available-for-sale
securities, net of tax (1,720) -- -- -- -- (1,720) -- -- -- (1,720)
--------
Total comprehensive
income $400,255
========
Common shares issued 11,313 113 74,742 74,855
Common stock rights awarded
in lieu of directors'
cash compensation -- -- 27,200 -- -- -- -- -- 27,200
Purchases of treasury
stock -- -- -- -- -- -- 3,431 (24,400) (24,400)
ESOP shares allocated -- -- 41,199 -- -- 90,000 -- -- 131,199
----------- ------- ----------- ---------- ------- ------------ ------ ---------- ------------
Balance at June 30, 2002 1,506,946 $15,069 $11,301,036 $3,946,301 $70,157 $ (960,000) 37,073 $(261,295) $14,111,268
=========== ======= =========== ========== ======= ============ ====== ========== ============
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
</Table>
5
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UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<Table>
<Caption>
Six Month Periods Ended
June 30,
-------------------------------------
2002 2001
---------------- -----------------
Cash flows from operating activities:
Net income $ 401,975 $ 361,434
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation 207,044 205,027
Deferred income taxes 216,106 186,135
Provision for loan losses 380,000 130,954
Amortization of premiums on investment securities 18,245 61,466
Amortization of loan premiums, discounts and deferred fees, net 78,071 57,976
Amortization of goodwill 72,830 72,830
Non-cash ESOP contribution 131,199 154,739
Gains on sales of mortgage loans held-for-sale (96,801) (185,466)
Proceeds from sales of mortgage loans held-for-sale 5,205,885 11,476,828
Originations of mortgage loans held-for-sale (5,445,882) (11,335,458)
Common stock rights awarded in lieu of directors compensation 27,200 9,100
Gain on sale of foreclosed real estate (49,626) (11,447)
Net (increase) decrease in accrued interest receivablel and other assets (243,774) 110,751
Increase (decrease) in accrued interest and other liabilities 96,466 (347,928)
---------------- -----------------
Net cash provided by operating activities 998,938 946,941
---------------- -----------------
Cash flows from investing activities:
Purchases of available-for-sale securities (800,000) (3,380,000)
Proceeds from maturities and principal repayments of available-for-sale securities 1,393,764 1,282,165
Proceeds from maturities and principal repayments of held-to-maturity securities 103,105 1,495,055
Net (increase) decrease in certificates of deposit (3,197,000) 502,000
Net increase in loans (9,812,824) (12,182,282)
Proceeds from sales of foreclosed real estate 452,911 --
Purchases of premises and equipment (221,362) (78,799)
---------------- -----------------
Net cash used in investing activities (12,081,406) (12,361,861)
---------------- -----------------
Cash flows from financing activities:
Net increase in deposits 11,199,155 7,529,105
Net change in other borrowed funds (1,000,000) 3,000,000
Net increase in advance payments by borrowers for taxes and insurance 59,862 88,115
Repayment of employee stock ownership plan-note payable (92,832) (141,410)
Issuance of trust preferred security-note payable 4,000,000 --
Purchase of treasury stock (24,400) (19,167)
Proceeds from issuance of common stock 74,855 --
---------------- -----------------
Net cash provided by financing activities 14,216,640 10,456,643
---------------- -----------------
Increase (decrease) in cash and cash equivalents 3,134,172 (958,277)
Cash and cash equivalents at beginning of year 10,611,093 7,145,268
---------------- -----------------
Cash and cash equivalents at end of six months period ended 13,745,265 6,186,991
================ =================
(Continued)
</Table>
6
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ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
<Table>
<Caption>
Six Month Periods Ended
June 30,
--------------------------------------
2002 2001
--------------------------------------
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 2,694,711 $ 3,293,829
Income taxes 26,750 150
Supplemental disclosure of non-cash investing and financing activities
Real estate acquired in settlement of loans 239,689 --
Non-cash transfer of investment security pursuant to FASB 133 -- 1,607,997
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
</Table>
7
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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.
The Company has an unidentified intangible asset related to certain branch
acquisitions accounted for under the provisions of Statement No. 72,
ACCOUNTING FOR CERTAIN ACQUISITIONS OF BANKING OR THRIFT INSTITUTIONS. This
asset is reflected as goodwill in the accompanying consolidated statement of
financial condition. Statement 72 requires such assets to be amortized over
the remaining estimated life of the core deposits acquired.
8
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ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In May, 2002, the FASB issued an Exposure Draft on a proposed financial
accounting standard ACQUISITIONS OF CERTAIN FINANCIAL INSTITUTIONS, which
would amend Statement 72. The proposed standard would require that
unidentifiable intangible assets recognized under the provisions of Statement
72 be accounted for as goodwill subject to the provisions of Statement 142 if
both of the following criteria are met: (1) the transaction in which the
unidentifiable intangible asset arose was a business combination and (2)
intangible assets acquired in that transaction that meet the criteria for
separation from goodwill as outlined in Statement 141 were recognized apart
from the previously recognized unidentifiable intangible asset. The Company
does not expect the final statement, if issued, would affect the Company's
continued amortization of its intangible assets originating from its branch
acquisitions.
In August 2001, the FASB issued Statement No. 144 (Statement 144), ACCOUNTING
FOR THE IMPAIRMENT OF 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 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.
9
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ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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 follows:
<Table>
<Caption>
Amortized Gross unrealized Fair
Cost Gains Losses Value
----------------- ----------------- ----------------- ----------------
AVAILABLE-FOR-SALE SECURITIES:
June 30, 2002:
Mortgage-backed securities:
GNMA adjustable rate $ 4,679,995 $ 17,090 $ 21,839 $ 4,675,246
GNMA fixed rate 3,574,087 101,883 -- 3,675,970
Equity securities:
FNMA common stock 6,858 -- -- 6,858
Agency bond 500,000 -- -- 500,000
Corporate bonds 99,728 1,646 -- 101,374
Trust preferred securities 855,000 21,138 2,991 873,147
----------------- ---------------- ----------------- ----------------
$ 9,715,668 $ 141,757 $ 24,830 $ 9,832,595
================= ================ ================= ================
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
================= ================ ================= ================
<Caption>
Amortized Gross unrealized Fair
Cost Gains Losses Value
----------------- ----------------- ----------------- ----------------
HELD-TO-MATURITY SECURITIES:
June 30, 2002:
Mortgage-backed securities:
FHLMC adjustable rate $ 510,279 $ -- $ 2,907 $ 507,372
Corporate bonds 697,523 14,337 73 711,787
Trust preferred securities 300,000 14,580 -- 314,580
----------------- ---------------- ----------------- ----------------
$ 1,507,802 $ 28,917 $ 2,980 $ 1,533,739
================= ================ ================= ================
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
================= ================ ================= ================
</Table>
10
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ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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, follows:
<Table>
<Caption>
Amortized Gross unrealized Fair
Cost Gains Losses Value
----------------- ----------------- ----------------- -----------------
June 30, 2002 $ 1,371,517 $ 48,993 $ -- $ 1,420,510
December 31, 2001 1,034,719 21,231 -- 1,055,950
</Table>
NOTE 5 LOANS RECEIVABLE
The components of loans in the consolidated statements of financial condition
were as follows:
<Table>
<Caption>
June 30, December 31,
2002 2001
----------------- -----------------
First mortgage loans:
Conventional $ 71,201,825 $ 67,661,640
FHA insured and VA guaranteed 12,135,985 9,381,090
Commercial real estate loans 30,032,418 28,671,294
Commercial loans, other than mortgage 8,805,508 9,259,407
Consumer and installment loans 24,052,195 20,907,241
Construction loans 3,029,705 3,363,911
Other 4,958,626 5,448,069
----------------- -----------------
154,216,262 144,692,652
Less:
Loans in process 1,452,098 1,390,710
Unearned discounts, deferred loan fees, and other 1,180,071 1,072,602
Allowance for loan losses 836,388 744,987
----------------- -----------------
$ 150,747,705 $ 141,484,353
================= =================
</Table>
11
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ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 LOANS RECEIVABLE (CONTINUED)
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 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:
<Table>
<Caption>
Six Months Ended Year Ended
June 30, 2002 December 31, 2001
-------------------- -------------------
Balance at beginning of period $ 744,987 $ 681,486
Loans charged-off (310,773) (442,827)
Recoveries 22,174 56,974
-------------------- -------------------
Net loans charged-off (288,599) (385,853)
Provision for loan losses charged to operations 380,000 449,354
-------------------- -------------------
Balance at end of period $ 836,388 $ 744,987
==================== ===================
</Table>
An analysis of the changes of loans to directors, executive officers, and major
stockholders is as follows:
<Table>
<Caption>
Six Months Ended Year Ended
June 30, 2002 December 31, 2001
-------------------- -------------------
Balance at beginning of period $ 1,429,690 $ 1,279,920
Loans originated -- 474,735
Loan principal payments and other reductions (59,935) (324,965)
-------------------- -------------------
Balance at end of period $ 1,369,755 $ 1,429,690
==================== ===================
</Table>
12
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ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 6 NON-PERFORMING ASSETS
The composition of the Bank's portfolio of non-performing assets is shown in
the following table:
<Table>
<Caption>
June 30, 2002 December 31, 2001
-------------------- -------------------
Non-accruing loans* $ 1,553,711 $ 1,406,910
Past due 90 days or more and still accruing -- --
Troubled debt restructured -- --
Other real estate 470,422 605,552
-------------------- -------------------
$ 2,024,133 $ 2,012,462
==================== ===================
Ratio of non-performing assets to total assets 1.06% 1.15%
==================== ===================
</Table>
* Primarily loans which are past due for 90 days or more
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.
A reconciliation between basic and diluted weighted average common shares
outstanding follows:
<Table>
<Caption>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------------- --------------------------------
2002 2001 2002 2001
--------------- --------------- --------------- --------------
Weighted average common
Shares-Basic 1,299,501 1,262,214 1,293,488 1,258,229
Plus effect of dilutive
Stock Options 30,055 11,555 24,399 9,451
Shares held by Rabbi Trust 36,469 26,280 35,523 25,685
--------------- --------------- --------------- ----------------
Weighted average common
Shares-Assuming Dilution 1,366,025 1,300,049 1,353,410 1,293,365
=============== =============== =============== ================
</Table>
13
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ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 8 GOODWILL
As further described in note 2, the Company's unidentifiable intangible asset
was originated in connection with the Company's expansion through select
acquisition of established branch operations in target markets. In accordance
with the accounting guidance in Statement 72, the Company is amortizing the
aggregate intangible asset over a period of fifteen years. This intangible
asset is not subject to the provisions of Statement 142 which discontinued
amortization of certain qualifying intangibles, and, accordingly, the Company
will continue to report amortization expense. For the three month period
ended June 30, 2002, the Company recorded amortization totaling $72,830,
which reflects the total amortization for the three and six month periods
then ended.
14
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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.
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 six
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.
FINANCIAL CONDITION
Total assets for the Company increased by $14,871,760 or 8.47%, from December
31, 2001 to June 30, 2002. The increase in assets was primarily due to an
increase of approximately $9.3 million in loans receivable, $3.2 million in
certificates of deposit, and $3.1 million in cash and cash equivalents. The
increase in cash and cash equivalents was due to the issuance of $4 million
in trust preferred securities through a private placement of Floating Rate
Trust Preferred Securities of Access Anytime Capital Trust II on June 27,
2002. The Company will use the proceeds for general corporate purposes such
as future acquisitions and branch expansion.
Total liabilities increased by $14,262,651 or 8.80% for the six-month period
ended June 30, 2002. An increase of approximately $11.2 million in deposits
and $4 million in trust preferred securities notes payable was the reason for
the increase in total liabilities. The increase in trust preferred securities
notes payable was due to the issuance of $4 million in trust preferred
securities through a private placement of Floating Rate Trust Preferred
Securities of Access Anytime Capital Trust II on June 27, 2002.
15
<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 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.
The following table is a reconciliation of the Bank's capital for regulatory
purposes at June 30, 2002 as reported to the OTS.
<Table>
<Caption>
Tier 1- Tier 1- Total
Core Risk-based Risk-based
Capital Capital Capital
----------------- ---------------- -----------------
Total regulatory assets $ 189,519,546
Net unrealized depreciation on available-for-sale securities (104,825)
Less intangible assets disallowed for regulatory purposes (1,796,474)
-----------------
Adjusted regulatory total assets $ 187,618,247
=================
Risk-based assets $ 131,103,000 $ 131,103,000
================ ================
Stockholder's equity $ 18,779,873 $ 18,779,873 $ 18,779,873
Net unrealized depreciation on available-for-sale securities, net (62,895) (62,895) (62,895)
General valuation allowance -- -- 836,388
Less intangible assets disallowed for regulatory purposes (1,796,474) (1,796,474) (1,796,474)
----------------- ---------------- -----------------
Regulatory capital 16,920,504 16,920,504 17,756,892
Regulatory capital required to be "well capitalized" 9,380,912 7,866,180 13,110,300
----------------- ---------------- -----------------
Excess regulatory capital $ 7,539,592 $ 9,054,324 $ 4,646,592
================= ================ ================
Bank's capital to adjusted regulatory assets 9.02%
=================
Bank's capital to risk-based assets 12.91% 13.54%
================ =================
</Table>
16
<Page>
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. FHLB borrowings were $7.75 and $8.75
million at June 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 of this Form 10-QSB. The primary additional source of
funding is provided by FHLB borrowings available to the Bank, of $57.6 and
$61.0 million at June 30, 2002 and December 31, 2001, respectively.
RESULTS OF OPERATIONS
THREE-MONTH COMPARATIVE ANALYSIS FOR PERIODS JUNE 30, 2002 AND 2001
Net income for the three-months ended June 30, 2002 was $143,421 or $.11
per share compared to $194,448 or $.15 per share for the three-months ended
June 30, 2001, a decrease of $51,027 or 26.24%.
NET INTEREST INCOME. Net interest income before provision for loan losses
increased by 26.45% to $1,649,122 in the three-month period ended June 30,
2002, compared to $1,304,121 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 $332,928. The decrease in total interest
expense for the quarter ended June 30, 2002 was due to a decrease in interest
expense on deposits of $453,110, 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 second quarter of 2002, the provision for loan losses
increased to $212,000 from $61,954 in the second quarter of 2001. The
increase was due to management's analysis of current conditions. 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 in
this Form 10-QSB for additional discussion on the allowance for loan losses.
17
<Page>
NONINTEREST INCOME. During the three-months ended June 30, 2002, noninterest
income increased by $9,197 to $454,831 compared to $445,634 in 2001. The
increase in noninterest income for the quarter ended June 30, 2002 as
compared to the same quarter in 2001 was primarily due to an increase in loan
servicing and other fees of $66,472.
NONINTEREST EXPENSE. Noninterest expense increased to $1,635,827 from
$1,393,318 for the quarter ended June 30, 2002 compared to the same quarter
in 2001. The $242,509 increase in noninterest expense was primarily due to an
increase in salaries and employee benefits of $156,045. The increase in
salaries and employee benefits is due to the opening of an additional
depository branch during March 2002 and a new loan production office during
April 2002.
INCOME TAX EXPENSE. The income tax expense for the quarter ended June 30,
2002 increased by $12,670 to $112,705 from $100,035 in the quarter ended June
30, 2001. The primary reason for the increase in tax expense is the actual
rate change made by the Company at December 31, 2001.
SIX-MONTH COMPARATIVE ANALYSIS FOR PERIODS JUNE 30, 2002 AND 2001
Net income for the six-months ended June 30, 2002 was $401,975 or $.31 per
share compared to $361,434 or $.29 per share for the six-months ended June
30, 2001, an increase of $40,541 or 11.22%.
NET INTEREST INCOME. Net interest income before provision for loan losses
increased by 25.75% to $3,297,195 in the six-month period ended June 30,
2002, compared to $2,622,013 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 $633,205. The decrease in total interest
expense for the six-months ended June 30, 2002 was due to a decrease in
interest expense on deposits of $908,972, as compared to the same period 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 first six-months of 2002, the provision for loan losses
increased to $380,000 from $130,954 in the first six-months of 2001. The
increase was due to management's analysis of current conditions. 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 in
this Form 10-QSB for additional discussion on the allowance for loan losses.
NONINTEREST INCOME. During the first half of 2002, noninterest income
increased by $56,808 to $831,801 compared to $774,993 in 2001. The increase
in noninterest income for the six-months ended June 30, 2002 as compared to
the same period in 2001 was primarily due to an increase in loan servicing
and other fees of $97,089.
NONINTEREST EXPENSE. Noninterest expense increased to $3,075,848 from
$2,718,333 for the six-months ended June 30, 2002 compared to the same period
in 2001. The $357,515 increase in noninterest expense was primarily due to an
increase in salaries and employee benefits of $317,634. The increase in
18
<Page>
salaries and employee benefits is due to the opening of an additional
depository branch during March 2002 and a new loan production office during
April 2002.
INCOME TAX EXPENSE. The income tax expense for the six-months ended June 30,
2002 increased by $84,888 to $271,173 from $186,285 in the six-months ended
June 30, 2001. The primary reason for the increase in tax expense is the
actual rate change made by the Company at December 31, 2001.
NET INTEREST INCOME
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.
<Table>
<Caption>
Three Months ended June 30,
------------------------------------------------------------------------------------
2002 2001
----------------------------------------- -----------------------------------------
Average Interest Average Interest
outstanding earned/ Yield/ outstanding earned/ Yield/
balance paid Rate balance paid Rate
-------------- ------------- -------- -------------- ------------ ---------
Interest-earning assets:
Loans receivable (1) $ 149,822,231 $ 2,705,461 7.22% $ 128,295,120 $ 2,588,839 8.07%
Mortgage-backed securities 9,181,802 135,569 5.91 10,571,876 166,022 6.28
Investment securities 3,012,316 48,505 6.44 3,482,636 55,600 6.39
Other interest-earning assets 11,721,030 57,641 1.97 9,397,719 124,642 5.31
-------------- ------------- -------- -------------- ------------ ---------
Total interest-earning assets (1) $ 173,737,379 $ 2,947,176 6.79% $ 151,747,351 $ 2,935,103 7.74%
============== ============= ======== ============== ============ =========
Interest-bearing liabilities:
Deposits $ 154,936,915 $ 1,097,893 2.83% $ 142,589,200 $ 1,551,003 4.35%
Federal Home Loan Bank advances 8,716,667 76,320 3.50 4,294,444 55,428 5.16
Other borrowings 5,182,333 123,841 9.56 1,270,487 24,551 7.73
-------------- ------------- -------- -------------- ------------ ---------
Total interest-bearing liabilities $ 168,835,915 $ 1,298,054 3.08% $ 148,154,131 $ 1,630,982 4.40%
============== ============= ======== ============== ============ =========
Net interest income $ 1,649,122 $ 1,304,121
============= ============
Net interest rate spread 3.71% 3.54%
======== =========
Net interest-earning assets $ 4,901,464 $ 3,593,220
============== ==============
Net yield on average interest-earnings
assets 3.80% 3.44%
======== =========
Average interest-earning assets to
average interest-bearing liabilities 102.90% 102.43%
============= ============
</Table>
(1) Calculated net of loans in process
19
<Page>
<Table>
<Caption>
Six Months ended June 30,
------------------------------------------------------------------------------------
2002 2001
----------------------------------------- -----------------------------------------
Average Interest Average Interest
outstanding earned/ Yield/ outstanding earned/ Yield/
balance paid Rate balance paid Rate
-------------- ------------- -------- -------------- ------------ ---------
Interest-earning assets:
Loans receivable (1) $148,361,823 $ 5,427,438 7.32% $ 125,356,471 $ 5,156,407 8.23%
Mortgage-backed securities 9,518,498 284,180 5.97 10,511,910 336,847 6.41
Investment securities 2,877,863 90,569 6.29 3,463,082 112,203 6.48
Other interest-earning assets 10,930,502 104,938 1.92 9,139,985 259,691 5.68
-------------- ------------- -------- -------------- ------------ ---------
Total interest-earning assets (1) $ 171,688,686 $ 5,907,125 6.88% $ 148,471,448 $ 5,865,148 7.90%
============== ============= ======== ============== ============ =========
Interest-bearing liabilities:
Deposits $ 152,028,736 $ 2,188,667 2.88% $ 140,707,497 $ 3,097,639 4.40%
Federal Home Loan Bank advances 9,717,972 178,214 3.67 3,371,684 89,429 5.30
Other borrowings 5,206,333 243,049 9.34 1,302,406 56,067 8.61
-------------- ------------- -------- -------------- ------------ ---------
Total interest-bearing liabilities $ 166,953,041 $ 2,609,930 3.13% $ 145,381,587 $ 3,243,135 4.46%
============== ============= ======== ============== ============ =========
Net interest income $ 3,297,195 $ 2,622,013
============= ============
Net interest rate spread 3.75% 3.44%
======== =========
Net interest-earning assets $ 4,735,645 $ 3,089,861
============== ==============
Net yield on average interest-earnings
assets 3.84% 3.53%
======== =========
Average interest-earning assets to
average interest-bearing liabilities 102.84% 102.13%
============= ============
(1) Calculated net of loans in process
</Table>
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.
20
<Page>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 2 - CHANGES IN SECURITIES
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held an annual meeting of stockholders on April 26, 2002. The
following table sets forth certain information relating to each of the
matters voted upon at the meeting.
<Table>
<Caption>
Against or Broker
Matters Voted Upon For Withheld Abstentions Non-Votes
------------------ --------- ---------- ----------- ---------
1. Election of Directors
Norm Corzine 1,342,389 14,968 * *
Robert Chad Lydick 1,342,352 15,005 * *
Allan Moorhead 1,342,389 14,968 * *
Don Padgett 1,342,389 14,968 * *
2. Selection of KPMG LLP as independent
public accountants for the current year 1,356,389 300 705 *
</Table>
* Not applicable or not readily available
ITEM 5 - OTHER INFORMATION
None
21
<Page>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.8 Employment Agreement with Don K. Padgett dated
February 16, 2002.
(b) Reports on Form 8-K.
1. On June 28, 2002 the Company filed a Form 8-K to announce
that it completed a sale of $4,000,000 of Floating Rate
Trust Preferred Securities of Access Anytime Capital Trust
II.
2. On July 1, 2002 the Company filed an amended Form 8-K to
announce that it completed a sale of $4,000,000 of Floating
Rate Trust Preferred Securities of Access Anytime Capital
Trust II.
22
<Page>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
ACCESS ANYTIME BANCORP, INC.
Date: July 26, 2002 /s/ Norman R. Corzine
-----------------------------------------------------
Norman R. Corzine, Chairman of the Board,
Chief Executive Officer
(DULY AUTHORIZED REPRESENTATIVE)
Date: July 26, 2002 /s/ Ken Huey, Jr.
-----------------------------------------------------
Ken Huey, Jr., Chief Financial Officer
Director
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
(DULY AUTHORIZED REPRESENTATIVE)
Date: July 26, 2002 /s/ Don K. Padgett
-----------------------------------------------------
Don K. Padgett, President
Director
(DULY AUTHORIZED REPRESENTATIVE)
23