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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 SEPTEMBER 30, 1999
/ / 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 / /
1,239,534 Shares of Capital Stock $.01 par value
Outstanding as of October 27, 1999
Transitional Small Business Disclosure Format (check one): Yes / / No /X/
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TABLE OF CONTENTS
Page
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PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Unaudited Consolidated Statements of Financial Condition........ 3
Unaudited Consolidated Statements of Income .................... 4
Unaudited Consolidated Statement of Stockholders' Equity........ 5
Unaudited Consolidated Statements of Cash Flows................. 6 - 7
Notes to Consolidated Financial Statements (Unaudited).......... 8 - 12
Item 2 - Management's Discussion and Analysis or Plan of Operation........ 13 - 17
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders............. 17
Item 5 - Other........................................................... 17
Item 6 - Exhibits and Reports on Form 8-K................................. 18
SIGNATURES........................................................................ 19
2
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
September 30, December 31,
ASSETS 1999 1998
----------------- -----------------
Cash and cash equivalents $ 3,998,370 $ 5,232,708
Certificates of deposit 3,392,981 2,590,000
Securities available-for-sale (amortized cost of $9,611,019 and $11,487,694) 9,521,132 11,425,592
Securities held-to-maturity (aggregate fair value of $5,078,383
and $7,507,941) 5,129,677 7,528,337
Loans held-for-sale (aggregate fair value of $898,255 and $869,777) 879,200 855,258
Loans receivable 98,552,755 88,809,104
Interest receivable 767,629 634,546
Real estate owned 568,967 166,195
FHLB stock 867,358 790,233
Premises and equipment 2,367,269 2,375,205
Servicing rights 70,363 --
Organizational cost, net -- 115,162
Deferred tax asset 1,252,225 1,075,586
Other assets 337,309 170,441
----------------- -----------------
Total assets $ 127,705,235 $ 121,768,367
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 102,903,341 $ 105,045,150
Federal Home Loan Bank advances 13,050,000 5,750,000
Accrued interest and other liabilities 516,786 686,447
Advanced payments by borrowers for taxes and insurance 184,580 362,009
----------------- -----------------
Total liabilities 116,654,707 111,843,606
----------------- -----------------
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 1,236,955 shares issued; 1,239,534 and 1,235,579
outstanding in 1999 and 1998, respectively 12,440 12,370
Capital in excess of par value 9,656,055 9,604,001
Retained earnings 1,471,615 356,601
Accumulated other comprehensive loss, net of tax of $30,561 and $21,115 (59,326) (40,987)
----------------- -----------------
11,080,784 9,931,985
Treasury stock, at cost (30,256) (7,224)
----------------- -----------------
Total stockholders' equity 11,050,528 9,924,761
----------------- -----------------
Total liabilities and stockholders' equity $ 127,705,235 $ 121,768,367
================= =================
The accompanying notes are an integral part
of these consolidated financial statements.
3
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
Three Month Periods Ended Nine Month Periods Ended
September 30, September 30,
---------------------------- ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- ---------------
Interest income:
Loans receivable $ 1,902,266 $ 1,602,574 $ 5,568,421 $ 4,431,960
U.S. government agency securities 11,821 13,004 34,570 52,542
Mortgage-backed securities 210,912 328,467 696,412 1,169,927
Other interest income 71,603 81,313 214,194 253,047
------------- ------------- ------------- ---------------
Total interest income 2,196,602 2,025,358 6,513,597 5,907,476
------------- ------------- ------------- ---------------
Interest expense:
Deposits 1,041,341 1,083,457 3,242,137 3,149,313
FHLB advances 118,085 78,963 330,279 183,678
------------- ------------- ------------- ---------------
Total interest expense 1,159,426 1,162,420 3,572,416 3,332,991
------------- ------------- ------------- ---------------
Net interest income before provision for loan losses 1,037,176 862,938 2,941,181 2,574,485
Provision for loan losses 138,301 20,517 312,672 74,820
------------- ------------- ------------- ---------------
Net interest income after provision for loan losses 898,875 842,421 2,628,509 2,499,665
------------- ------------- ------------- ---------------
Noninterest income:
Loan servicing and other fees 76,244 62,697 174,819 208,684
Net realized gains on sales of available-for-sale
securities -- -- 739,475 --
Net realized gains on sales of loans 85,474 55,837 235,122 176,332
Real estate operations, net -- 15,569 -- 12,182
Other income 124,534 104,738 336,611 283,672
------------- ------------- ------------- ---------------
Total other income 286,252 238,841 1,486,027 680,870
------------- ------------- ------------- ---------------
Noninterest expenses:
Salaries and employee benefits 459,058 487,067 1,518,128 1,473,306
Occupancy expense 146,256 132,572 439,446 371,166
Deposit insurance premium 34,538 31,055 101,743 92,006
Advertising 7,847 15,224 29,323 40,730
Real estate operations, net 5,770 -- 5,324 --
Professional fees 43,219 39,498 154,362 123,471
Other expense 281,700 218,720 898,389 722,249
------------- ------------- ------------- ---------------
Total other expenses 978,388 924,136 3,146,715 2,822,928
------------- ------------- ------------- ---------------
Income before income taxes 206,739 157,126 967,821 357,607
Income tax expense (benefit) (88,460) 45,932 (147,193) 99,114
------------- ------------- ------------- ---------------
Net income $ 295,199 $ 111,194 $ 1,115,014 $ 258,493
============= ============= ============= ===============
Earnings per common share $ .24 $ .09 $ .90 $ .21
============= ============= ============= ===============
Earnings per common share-assuming dilution $ .23 $ .09 $ .88 $ .20
============= ============= ============= ===============
The accompanying notes are an integral part
of these consolidated financial statements.
4
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Treasury Stock
------------------- -------------------- Accumulated
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, 1998 1,236,955 $12,370 1,376 $ (7,224) $9,604,001 $ 356,601 $ (40,987) $ 9,924,761
Net income $ 1,115,014 -- -- -- -- -- 1,115,014 -- 1,115,014
Net changes in
unrealized
depreciation on
available-for-sale (18,339) -- -- -- -- -- -- (18,339) (18,339)
securities, net -------------
Total comprehensive
income $ 1,096,675
=============
Common stock issued 7,061 70 -- -- 37,054 -- -- 37,124
Common stock rights
issued in lieu of
directors cash -- -- -- -- 15,000 -- -- 15,000
compensation
Purchase treasury stock -- -- 3,106 (23,032) -- -- -- (23,032)
--------- ------- --------- --------- ---------- ---------- ---------- -----------
Balance at September 30, 1999 1,244,016 $12,440 4,482 $ (30,256) $9,656,055 $1,471,615 $ (59,326) $11,050,528
========= ======= ========= ========= ========== ========== ========== ===========
The accompanying notes are an integral part
of these consolidated financial statements.
5
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Month Periods Ended
September 30,
---------------------------------
1999 1998
------------ ------------
Cash flows from operating activities:
Net income $ 1,115,014 $ 258,493
Adjustments to reconcile net income to cash
provided (used) by operating activities:
Depreciation 243,169 179,680
Deferred income taxes (127,240) 73,083
Provision for loan losses charged 312,672 74,820
Amortization of premiums on investment securities 90,050 135,732
Amortization of loan premiums, discounts and
deferred fees, net 67,871 70,389
Amortization of organizational costs 115,162 31,408
Gain on sale of loans held-for-sale (235,122) (12,182)
Proceeds from sales of loans held-for-sale 16,358,316 10,683,926
Originations of loans held-for-sale (16,441,460) (11,692,125)
Common stock rights issued in lieu of directors
compensation 15,000 14,500
Gain on foreclosed real estate (3,713) (14,575)
Gain on disposition of premises and equipment (5,944) (8,019)
Gain on sale of Fannie Mae stock (739,475) --
Net increase in accrued interest receivable and
other assets (584,172) (247,966)
Decrease in accrued expense and other liabilities (169,661) (57,341)
------------ ------------
Net cash provided (used) by operating activities 10,467 (510,177)
------------ ------------
Cash flows from investing activities:
Proceeds from maturities and principal repayments
of available-for-sale securities 1,817,844 2,580,403
Proceeds from maturities and principal repayments
of held-to-maturity securities 2,367,441 9,447,540
Proceeds from sale of Fannie Mae stock 746,409 --
Purchase of Fannie Mae stock (6,858) --
Net (increase) decrease in FHLB stock (77,200) 888,300
Net increase in certificates of deposit (802,981) (955,000)
Net increase in loans (10,124,194) (23,194,098)
Proceeds from sales of foreclosed real estate 69,169 66,000
Purchases of premises and equipment (229,289) (307,532)
------------ ------------
Net cash used by investing activities (6,239,659) (11,474,387)
------------ ------------
Cash flows from financing activities:
Net increase (decrease) in deposits (2,141,809) 4,850,103
Net change in other borrowed funds 7,300,000 5,750,000
Net increase (decrease) in advance payments by
borrowers for taxes and insurance (177,429) 371,719
Purchase of treasury stock (23,032) (7,224)
Proceeds from issuance of common stock 37,124 67,988
------------ ------------
Net cash provided by financing activities 4,994,854 11,032,586
------------ ------------
Decrease in cash and cash equivalents (1,234,338) (951,978)
Cash and cash equivalents at January 1 5,232,708 6,814,126
------------ ------------
Cash and cash equivalents at September 30 $ 3,998,370 $ 5,862,148
============ ============
(Continued)
6
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
Nine Month Periods Ended
September 30,
---------------------------------
1999 1998
------------ ------------
Supplemental disclosures of cash flow information:
Cash paid during the period
for:
Interest $ 3,271,517 $ 3,370,358
Income taxes 20,000 --
Supplemental disclosure of non-cash investing and
financing activities:
Real estate acquired in settlement of loans 409,568 --
Loans to facilitate the sale of real estate owned -- 61,500
The accompanying notes are an integral part
of these consolidated financial statements.
7
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, 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, 1998 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, 1998.
8
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO 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:
September 30, 1999:
Mortgage-backed securities:
GNMA adjustable rate $ 9,611,019 $ 4,129 $ 94,016 $ 9,521,132
=============== =============== ============== ==============
December 31, 1998:
Mortgage-backed securities:
GNMA adjustable rate $ 11,487,694 $ 17,726 $ 79,828 $ 11,425,592
=============== =============== ============== ==============
Amortized Gross unrealized Fair
Cost Gains Losses Value
--------------- --------------- -------------- --------------
HELD-TO-MATURITY SECURITIES:
September 30, 1999:
Mortgage-backed securities:
FNMA participation certificates $ 1,885,574 $ 131 $ 10,279 $ 1,875,426
FHLMC participation certificates 2,235,199 -- 8,117 2,227,082
FHLMC adjustable rate 1,008,904 -- 33,029 975,875
--------------- --------------- -------------- --------------
$ 5,129,677 $ 131 $ 51,425 $ 5,078,383
=============== =============== ============== ==============
December 31, 1998:
Mortgage-backed securities:
FNMA participation certificates $ 2,860,553 $ 1,020 $ 10,234 $ 2,851,339
FHLMC participation certificates 3,356,571 4,019 1,207 3,359,383
FHLMC adjustable rate 1,311,213 -- 13,994 1,297,219
--------------- --------------- -------------- --------------
$ 7,528,337 $ 5,039 $ 25,435 $ 7,507,941
=============== =============== ============== ==============
9
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO 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
------------------- ------------------- ------------------- -------------------
September 30, 1999 $ 879,200 $ 19,055 $ -- $ 898,255
December 31, 1998 855,258 14,519 -- 869,777
NOTE 4 LOANS RECEIVABLE
The components of loans in the consolidated statements of financial condition
were as follows:
September 30, December 31,
1999 1998
----------------- ------------------
First mortgage loans:
Conventional $ 74,000,591 $ 67,703,131
FHA insured and VA guaranteed 6,172,328 6,520,261
Consumer and installment loans 16,301,670 13,560,182
Construction loans 1,020,496 1,329,806
Other 2,790,671 1,949,673
----------------- ------------------
100,285,756 91,063,053
Less:
Loans in process 314,333 947,193
Unearned discounts, deferred loan fees, and other 773,643 705,772
Allowance for loan losses 645,025 600,984
----------------- ------------------
$ 98,552,755 $ 88,809,104
================= ==================
An analysis of the changes in allowance for loan losses follows:
Nine Months Ended Year Ended
September 30, 1999 December 31, 1998
---------------------- ---------------------
Balance at beginning of year $ 600,984 $ 527,347
Loans charged-off (289,758) (190,056)
Recoveries 21,127 25,413
--------------- ---------------
Net loans charged-off (268,631) (164,643)
Provision for loan losses charged to operations 312,672 238,280
--------------- ---------------
Balance at end of period $ 645,025 $ 600,984
=============== ===============
10
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO 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:
Nine Months Ended Year Ended
September 30, 1999 December 31, 1998
-------------------- -------------------
Balance at beginning of year $ 2,272,616 $ 984,434
Loans originated 134,574 1,743,100
Loan principal payments and other reductions (1,164,935) (454,918)
-------------------- -------------------
Balance at end of period $ 1,242,255 $ 2,272,616
==================== ===================
NOTE 5 NON-PERFORMING ASSETS
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The composition of the Bank's portfolio of non-performing assets is shown in the
following table:
September 30, 1999 December 31, 1998
-------------------- -------------------
Non-accruing loans* $ 265,581 $ 349,128
Past due 90 days or more and still accruing -- --
Real estate owned 568,967 166,195
-------------------- -------------------
Total non-performing assets $ 834,548 $ 515,323
==================== ===================
Ratio of non=performing assets to total assets 0.65% 0.42%
==================== ===================
* Primarily loans which are past due for 90 days or more
11
ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY
NOTES TO 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 Nine Months Ended
September 30, September 30,
------------------------------------- ------------------------------------
1999 1998 1999 1998
----------------- ------------------ ----------------- -----------------
Weighted average common
shares - Basic 1,235,046 1,217,336 1,234,870 1,217,336
Plus effect of dilutive securities:
Stock Options 33,280 89,407 24,792 81,930
Common Stock Rights 4,604 1,998 4,167 1,929
----------------- ------------------ ----------------- -----------------
----------------- ------------------ ----------------- -----------------
Weighted average common
shares - Assuming Dilution 1,272,930 1,308,741 1,263,829 1,301,195
================= ================== ================= =================
12
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") 1998 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
three banking locations in Clovis and 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 $5,936,868 or 4.9%, from December
31, 1998 to September 30, 1999. The increase in assets was primarily due to
an increase of approximately $9.7 million in loans receivable from December
31, 1998 to September 30, 1999. Securities available-for-sale and securities
held-to-maturity reduced by $1.9 and $2.4 million, respectively, because of
principal payments and prepayments.
Total liabilities increased $4,811,101 or 4.3% from December 31, 1998 to
September 30, 1999. An increase of $7.3 million in FHLB advances was the
primary cause of the increase in total liabilities from December 31, 1998 to
September 30, 1999 and was due to the increased loan demand. The increase in
total liabilities was partially offset by a decrease in deposits of
approximately $2.1 million or 2.0%.
13
CAPITAL ADEQUACY AND LIQUIDITY
CAPITAL ADEQUACY - The Bank is subject to various regulatory capital
requirements administered by the federal banking agencies. Failure to meet
minimum capital requirements can initiate certain mandatory, and possibly
additional discretionary, actions by regulators that, if undertaken, could
have a direct material effect on the Bank's financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Bank must meet specific capital guidelines that
involve quantitative measures of the Bank's assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting practices.
The Bank's capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings, and other
factors.
In accordance with Office of Thrift Supervision ("OTS") regulations, the Bank
must have: (1) core capital equal to 4% of adjusted total assets; (2)
tangible capital equal to 1.5% of adjusted total assets; and (3) total
capital equal to 8.0% of risk-weighted assets, which includes off-balance
sheet items.
The following table is a reconciliation of the Bank's capital for regulatory
purposes at September 30, 1999 as reported to the OTS.
Tier 1- Tier 1- Total
Core Risk-based Risk-based
Capital Capital Capital
-------------- ------------- -------------
Total regulatory assets $127,483,191
Net unrealized depreciation on available-for-sale securities, net 59,326
Less intangible assets disallowed for regulatory purposes (546,442)
--------------
Adjusted regulatory total assets $126,996,075
==============
Risk-based assets $84,405,000 $84,405,000
------------- -------------
------------- -------------
Stockholders' equity $10,898,769 $10,898,769 $10,898,769
Net unrealized depreciation on available-for-sale securities, net 59,326 59,326 59,326
General valuation allowance -- -- 645,025
Less intangible assets disallowed for regulatory purposes (546,442) (546,442) (546,442)
-------------- ------------- -------------
Regulatory capital 10,411,653 10,411,653 11,056,678
Regulatory capital required to be "well capitalized" 6,349,804 5,064,300 8,440,500
-------------- ------------- -------------
Excess regulatory capital $4,061,849 $5,347,353 $2,616,178
============== ============= =============
Bank's capital to adjusted regulatory assets 8.20%
==============
Bank's capital to risk-based assets 12.34% 13.10%
============= =============
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
14
Bank ("FHLB") which provides a source of borrowings to the Bank for asset and
asset/liability matching. As of September 30, 1999, the Bank had $13.05 million
in FHLB borrowings.
RESULTS OF OPERATIONS
THREE-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED SEPTEMBER 30, 1999 AND 1998
Net income for the three months ended September 30, 1999 was $295,199
compared to $111,194 for the three months ended September 30, 1998.
Net interest income before provision for loan losses increased by
approximately $174,000 to $1,037,000 for the three-month period ended
September 30, 1999 compared to $863,000 for the same period in 1998. Interest
income for the quarter ended September 30, 1999 increased by $171,000
compared to a decrease of $3,000 for interest expense. The increase in
interest income was caused by an increase in interest income on loans
receivable of $300,000, which was partially offset by a decrease in
mortgage-backed securities interest income of $118,000. During the third
quarter of 1999 the provision for loan losses increased by $117,000 to
$138,000 as compared to $21,000 in the second quarter of 1998.
During the three-months ended September 30, 1999 noninterest income increased
by $47,000 to $286,000 compared to $239,000 in 1998. The increase in
noninterest income for the quarter ended September 30, 1999 was primarily due
to an increase in net realized gains on sales of loans of $30,000 to $85,000,
as compared to $55,000 for the quarter ended September 30, 1998.
Noninterest expense increased to $978,000 for the quarter ended September 30,
1999 as compared to $924,000 in the same quarter in 1998. The $54,000
increase in noninterest expense was primarily due to an increase in other
expense. The $63,000 increase in other expense was principally because of an
increase in loan servicing expense due to the sale of loan servicing rights
in the last quarter of 1998, and an increase in computer processing expense.
The income tax benefit for the quarter ended September 30, 1999 was $88,000
compared to an expense of $46,000 in the quarter ended September 30, 1998.
The net income tax benefit for the quarter ended September 30, 1999 is
primarily the result of a reduction in the valuation allowance relative to
the deferred tax asset generated by net operating loss carryforwards during
the quarter.
NINE-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED SEPTEMBER 30, 1999 AND 1998
Net income for the nine months ended September 30, 1999 was $1,115,014
compared to $258,493 for the nine months ended September 30, 1998.
Net interest income before provision for loan losses increased by
approximately $367,000 to $2,941,000 for the nine-month period ended
September 30, 1999 compared to $2,574,000 for the same period in 1998. The
increase in net interest income before provision for loan losses was
primarily caused by an increase in loans receivable which generated a higher
rate of income than the reduction in mortgage-backed security income and the
increase interest expenses in FHLB advances and deposits. Interest income for
the nine-months ended September 30, 1999 increased by $606,000 compared to an
increase
15
of $239,000 for interest expense. During the first nine-months of 1999 the
provision for loan losses increased to $312,000 compared to $75,000 in the
first nine-months of 1998.
During the nine-months ended September 30, 1999 noninterest income increased
by $805,000 to $1,486,000 compared to $681,000 in 1998. The increase in
noninterest income was primarily due to a long-term capital gain on the sale
of securities of $739,475 during the first quarter of 1999. Loan servicing
and other fees decreased by $34,000 during the nine-months ended September
30, 1999 as compared to the same period from 1998, primarily due to the sale
of servicing rights during the last quarter of 1998. Net realized gains on
sales of loans increased by $59,000 to $235,000 in the first nine-months of
1999 compared to the same period in 1998.
Noninterest expense increased to $3,147,000 for the nine-months ended
September 30, 1999 as compared to $2,823,000 in the same period in 1998. The
$324,000 increase in noninterest expense was due to increases in other
expenses of $176,000, salaries and employee benefits of $45,000, occupancy
expense of $68,000. The increase in other expenses was primarily due to the
$115,162 amortization of organization costs of the Holding Company in
accordance with the adoption of AICPA Statement of Position No. 98-5, which
was adopted in the quarter ended March 31, 1999.
The income tax benefit for the first nine-months of 1999 was $147,000
compared to an expense of $99,000 in the nine-months ended September 30,
1998. The income tax benefit for the first nine-months of 1999 includes a
reduction in the valuation allowance relative to the deferred tax asset
generated by net operating loss carryforwards.
FORWARD-LOOKING STATEMENTS
The Bank announced on June 21, 1999, that it had reached a definitive
agreement, on June 18, 1999 to acquire the assets and deposits of one branch
of the Bank of Albuquerque, N.A., in Clovis, New Mexico and of one branch in
Gallup, New Mexico. Subsequently, the acquisition has been approved by
regulatory authorities and is anticipated to occur in November 1999. The
branches consist primarily of deposit accounts and should provide
approximately $26.9 million in cash to the Bank, which will be immediately
invested to provide an income stream. The Bank plans to invest these new
funds in short-term duration investment products in order to provide
increased earnings and maintain a low level of risk. As opportunities become
available to invest in higher yielding products such as loans, these funds
will be invested in these loans, while being mindful of the Banks normal
level of credit risk.
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, but not limited to, 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.
16
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.
PART II - OTHER INFORAMTION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held an annual meeting of stockholders on May 20, 1999. The
following table sets forth certain information relating to each of the matters
voted upon at the meeting.
Votes
-----------------------------------------------------------------------------
Against or Broker
Matters Voted Upon For Withheld Abstentions Non-Votes
1. Election of Directors:
James A. Clark 944,000 22,597 * *
Norman R. Corzine 947,424 19,173 * *
Allan M. Moorhead 945,136 21,461 * *
R. Chad Lydick 947,922 18,675 * *
2. Ratification of the selection
of Robinson Burdette Martin &
Cowan, L.L.P. as independent
public accountants for the
current year. 951,385 15,212 * *
* Not applicable or not readily available
ITEM 5 - OTHER INFORMATION
In July 1999, one of the Company's board members resigned as a director of the
Company. His resignation was not the result of any disagreement with any matter
relating to the Company's operation, policies, or practices.
17
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.3.2 Amendment Number Two to Profit Sharing and Employee Stock
Ownership Plan of First Savings Bank, F.S.B.
10.3.3 Amendment Number Three to Profit Sharing and Employee Stock
Ownership Plan of FirstBank (Formerly First Savings Bank,
F.S.B.)
10.3.4 Amendment Number Four to Profit Sharing and Employee Stock
Ownership Plan of FirstBank (Formerly First Savings Bank,
F.S.B.)
10.12.1 Amendment Number One to Nonqualified 401(K) Rabbi Trust for an
Executive Savings Plan dated June 1, 1998
10.6.2 Extension of Employment Agreement with Kenneth J. Huey, Jr.
dated July 29, 1999
10.7.2 Extension of Employment Agreement with Norman R. Corzine
dated July 29, 1999
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: October 27, 1999 /s/ Norman R. Corzine
--------------------------------------------
Norman R. Corzine, Chairman of the Board,
Chief Executive Officer
(DULY AUTHORIZED REPRESENTATIVE)
Date: October 27, 1999 /s/ Ken Huey, Jr.
--------------------------------------------
Ken Huey, Jr., President, Chief Financial
Officer and Director
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
(DULY AUTHORIZED REPRESENTATIVE)
19