- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 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, 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 / / 1,234,492 Shares of Capital Stock $.01 par value Outstanding as of April 23, 1999 Transitional Small Business Disclosure Format (check one): Yes / / No /X/ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TABLE OF CONTENTS 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 - 12 Item 2 - Management's Discussion and Analysis or Plan of Operation..................... 13 - 16 PART II - OTHER INFORMATION Item 1 - Legal Proceedings............................................................. 17 Item 6 - Exhibits and Reports on Form 8-K.............................................. 17 SIGNATURES................................................................................. 18 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 March 31, December 31, ASSETS 1999 1998 - ------ -------------------- --------------------- Cash and cash equivalents $ 6,481,676 $ 5,232,708 Certificates of deposit 1,490,000 2,590,000 Securities available-for-sale (amortized cost of $10,770,459 and $11,487,694) 10,686,885 11,425,592 Securities held-to-maturity (aggregate fair value of $6,715,743 and $7,507,941) 6,751,999 7,528,337 Loans held-for-sale (aggregate fair value of $5,649,841 and $869,777) 5,581,186 855,258 Loans receivable 91,122,043 88,809,104 Interest receivable 721,734 634,546 Real estate owned 213,091 166,195 FHLB stock 844,758 790,233 Premises and equipment 2,356,291 2,375,205 Servicing rights 422 -- Organizational cost, net -- 115,162 Deferred tax asset 1,056,137 1,075,586 Other assets 305,957 170,441 -------------------- --------------------- Total assets $ 127,612,179 $ 121,768,367 -------------------- --------------------- -------------------- --------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $ 107,755,000 $ 105,045,150 Federal Home Loan Bank advances 8,850,000 5,750,000 Accrued interest and other liabilities 453,791 686,447 Advanced payments by borrowers for taxes and insurance 108,450 362,009 -------------------- --------------------- Total liabilities 117,167,241 111,843,606 -------------------- --------------------- 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; 1,236,955 and 1,236,955 shares issued; 1,234,492 and 1,235,579 outstanding in 1999 and 1998, respectively 12,370 12,370 Capital in excess of par value 9,608,001 9,604,001 Retained earnings 894,850 356,601 Accumulated other comprehensive loss, net of tax of $28,414 and $21,115 (55,160) (40,987) -------------------- --------------------- 10,460,061 9,931,985 Treasury stock, at cost (15,123) (7,224) -------------------- --------------------- Total stockholders' equity 10,444,938 9,924,761 -------------------- --------------------- Total liabilities and stockholders' equity $ 127,612,179 $ 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 OPERATIONS Three Month Periods Ended March 31, -------------------------------------- 1999 1998 ------------------ ------------------ Interest income: Loans receivable $ 1,837,176 $ 1,327,542 U.S. government agency securities 11,782 26,066 Mortgage-backed securities 251,839 457,711 Other interest income 51,749 70,921 ------------------ ------------------ Total interest income 2,152,546 1,882,240 ------------------ ------------------ Interest expense: Deposits 1,091,023 1,015,037 FHLB advances 113,069 26,493 ------------------ ------------------ Total interest expense 1,204,092 1,041,530 ------------------ ------------------ Net interest income before provision for loan losses 948,454 840,710 Provision for loan losses 134,436 35,170 ------------------ ------------------ Net interest income after provision for loan losses 814,018 805,540 ------------------ ------------------ Noninterest income: Loan servicing and other fees 46,399 73,129 Net realized gains on sales of available-for-sale securities 739,475 -- Net realized gains on sales of loans 22,081 53,268 Real estate operations, net 2,268 -- Other income 105,067 94,479 ------------------ ------------------ Total other income 915,290 220,876 ------------------ ------------------ Noninterest expenses: Salaries and employee benefits 544,942 481,558 Occupancy expense 146,058 113,070 Deposit insurance premium 33,606 30,378 Advertising 11,215 9,262 Real estate operations, net -- 3,128 Professional fees 61,943 41,485 Other expense 356,546 246,410 ------------------ ------------------ Total other expenses 1,154,310 925,291 ------------------ ------------------ Income before income taxes 574,998 101,125 Income tax expense 36,749 26,891 ------------------ ------------------ Net income $ 538,249 $ 74,234 ------------------ ------------------ ------------------ ------------------ Earnings per common share $ .44 $ .06 ------------------ ------------------ ------------------ ------------------ Earnings per common share-assuming dilution $ .43 $ .06 ------------------ ------------------ ------------------ ------------------ 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 in Excess Income Comprehensive Number Number Of Par Retained (Loss), Income of 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 $ 538,249 -- -- -- -- -- 538,249 -- 538,249 Net changes in unrealized depreciation on available-for-sale (14,173) -- -- -- -- -- -- (14,173) (14,173) securities, net ------------- Total comprehensive income $ 524,076 ------------- ------------- Common stock rights issued in lieu of directors cash -- -- -- -- 4,000 -- -- 4,000 compensation Purchase treasury stock -- -- 1,087 (7,899) -- -- -- (7,899) --------- --------- ---------- ----------- ----------- ---------- ----------- ------------ Balance at March 31, 1999 1,236,955 $ 12,370 2,463 $(15,123) $9,608,001 $ 894,850 $ (55,160) $10,444,938 --------- --------- ---------- ----------- ----------- ---------- ----------- ------------ --------- --------- ---------- ----------- ----------- ---------- ----------- ------------ 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 Three Month Periods Ended March 31, ------------------------------------- 1999 1998 ------------------ ----------------- Cash flows from operating activities: Net income $ 538,249 $ 74,234 Adjustments to reconcile net income to cash used in operating activities: Depreciation 79,084 47,580 Deferred income taxes 40,923 26,891 Provision for loan losses charged 134,436 35,170 Amortization of premiums on investment securities 21,049 44,640 Amortization of loan premiums, discounts and deferred fees, net 91,859 59,939 Amortization of organizational costs 115,162 10,469 Gain on sale of loans held-for-sale (22,081) (53,268) Proceeds from sales of loans held-for-sale 2,606,355 3,315,593 Originations of loans held-for-sale (7,310,202) (4,017,456) Common stock rights issued in lieu of directors compensation 4,000 3,500 (Gain) loss on foreclosed real estate (3,713) 3,000 (Gain) loss on disposition of assets (6,256) 1,100 Gain on sale of Fannie Mae stock (739,475) -- Net increase in accrued interest receivable and other assets (223,127) (148,802) Increase in accrued expense and other liabilities (232,656) (119,658) ------------------ ----------------- Net cash used in operating activities (4,906,393) (717,068) ------------------ ----------------- Cash flows from investing activities: Proceeds from maturities and principal repayments of available-for-sale securities 695,552 730,195 Proceeds from maturities and principal repayments of held-to-maturity securities 762,797 3,297,126 Proceeds from sale of Fannie Mae stock 746,409 -- Purchase of Fannie Mae stock (6,858) -- Purchase of FHLB stock (54,600) (24,500) Net (increase) decrease in certificates of deposit 1,100,000 (300,000) Net increase in loans (2,651,586) (9,966,502) Proceeds from sales of foreclosed real estate 69,169 16,000 Purchases of premises and equipment (53,914) (163,069) ------------------ ----------------- Net cash provided (used) by investing activities 606,969 (6,410,750) ------------------ ----------------- Cash flows from financing activities: Net increase in deposits 2,709,850 938,864 Net change in other borrowed funds 3,100,000 5,750,000 Net increase (decrease) in advance payments by borrowers for taxes and insurance (253,559) 188,731 Purchase of treasury stock (7,899) -- --------------------------------------- Net cash provided by financing activities 5,548,392 6,877,595 ------------------ ----------------- Increase (decrease) in cash and cash equivalents 1,248,968 (250,223) Cash and cash equivalents at January 1 5,232,708 6,814,126 ------------------ ----------------- Cash and cash equivalents at March 31 $ 6,481,676 $ 6,563,903 ------------------ ----------------- ------------------ ----------------- (Continued) 6 ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) Three Month Periods Ended March 31, ------------------------------------- 1999 1998 ------------------ ----------------- Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 1,095,174 $ 1,034,166 Income taxes 10,000 -- Supplemental disclosure of non-cash investing and financing activities Real estate acquired in settlement of loans 112,352 -- Loans to facilitate the sale of real estate owned -- 19,000 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 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, 1999: Mortgage-backed securities: GNMA adjustable rate $ 10,770,459 $ 6,143 $ 89,717 $ 10,686,885 ----------------- ------------------ ----------------- ----------------- ----------------- ------------------ ----------------- ----------------- 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: March 31, 1999: Mortgage-backed securities: FNMA participation certificates $ 2,520,182 $ -- $ 9,817 2,510,365 FHLMC participation certificates 3,107,992 1,117 9,786 3,099,323 FHLMC adjustable rate 1,123,825 -- 17,770 1,106,055 ----------------- ------------------ ----------------- ----------------- $ 6,751,999 $ 1,117 $ 37,373 $ 6,715,743 ----------------- ------------------ ----------------- ----------------- ----------------- ------------------ ----------------- ----------------- 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 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, 1999 $ 5,581,186 $ 83,625 $ 14,970 5,649,841 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: March 31, December 31, 1999 1998 ----------------- ------------------- First mortgage loans: Conventional $ 67,134,192 $ 67,703,131 FHA insured and VA guaranteed 8,011,805 6,520,261 Consumer and installment loans 14,733,414 13,560,182 Construction loans 1,112,159 1,329,806 Other 2,203,041 1,949,673 ----------------- ------------------- 93,194,611 91,063,053 Less: Loans in process 574,225 947,193 Unearned discounts, deferred loan fees, and other 797,631 705,772 Allowance for loan losses 700,712 600,984 ----------------- ------------------- $ 91,122,043 $ 88,809,104 ----------------- ------------------- ----------------- ------------------- An analysis of the changes in allowance for loan losses follows: Three Months Ended Year Ended March 31, 1999 December 31, 1998 ---------------------- -------------------- Balance at beginning of year $ 600,984 $ 527,347 Loans charged-off (47,386) (190,056) Recoveries 12,678 25,413 ---------------------- -------------------- Net loans charged-off (34,708) (164,643) Provision for loan losses charged to operations 134,436 238,280 ---------------------- -------------------- Balance at end of period $ 700,712 $ 600,984 ---------------------- -------------------- ---------------------- -------------------- 10 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, 1999 December 31, 1998 ---------------------- -------------------- Balance at beginning of year $ 2,272,616 $ 984,434 Loans originated 74,500 1,743,100 Loan principal payments and other reductions (608,685) (454,918) ---------------------- -------------------- Balance at end of period $ 1,738,431 $ 2,272,616 ---------------------- -------------------- ---------------------- -------------------- NOTE 5 NON-PERFORMING ASSETS The composition of the Bank's portfolio of non-performing assets is shown in the following table: March 31, 1999 December 31, 1998 ----------------------- --------------------- Non-accruing loans* $ 365,561 $ 349,128 Past due 90 days or more and still accruing -- -- Real estate owned 213,091 166,195 ----------------------- --------------------- Total non-performing assets $ 578,652 $ 515,323 ----------------------- --------------------- ----------------------- --------------------- Ratio of non-performing assets to total assets 0.45% 0.42% ----------------------- --------------------- ----------------------- --------------------- * Primarily loans which are past due for 90 days or more 11 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, ------------------------------------ 1999 1998 ------------------------------------ Weighted average common shares - Basic 1,235,579 1,217,336 Plus effect of dilutive securities: Stock Options 16,423 78,874 Common Stock Rights 3,757 1,579 ----------------- ----------------- Weighted average common shares - Assuming Dilution 1,255,759 1,297,789 ----------------- ----------------- ----------------- ----------------- 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 $5,843,812 or 4.8%, from December 31, 1998 to March 31, 1999. The increase in assets was primarily due to an increase of approximately $4.7 million in loans held-for-sale and $2.3 million in loans receivable during the quarter ended March 31, 1999. Certificates of deposit decreased by $1.1 million, which resulted in an increase in cash and cash equivalents for the three months ended March 31, 1999 of approximately $1.2 million. Total liabilities increased by $5,323,635 or 4.8%, from December 31, 1998 to March 31, 1999. An increase in FHLB advances of $3.1 million and approximately $2.7 million in deposits were the primary cause of the increase in total liabilities during the first three-months of 1999. The increase in FHLB advances and deposits were used to support the aforementioned asset growth. 13 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, 1999 as reported to the OTS. Tier 1- Tier 1- Total Core Risk-based Risk-based Capital Capital Capital ------------------ ----------------- ----------------- Total regulatory assets $ 127,430,174 Net unrealized depreciation on available-for-sale securities, net 55,160 Less intangible assets disallowed for , regulatory purposes (505,148) ------------------ Adjusted regulatory total assets $ 126,980,186 ------------------ ------------------ Risk-based assets $ 74,699,000 $ 74,699,000 ----------------- ----------------- ----------------- ----------------- Stockholders' equity $ 10,270,276 $ 10,270,276 $ 10,270,276 Net unrealized depreciation on available-for-sale securities, net 55,160 55,160 55,160 General valuation allowance -- -- 700,712 Less intangible assets disallowed for regulatory purposes (505,148) (505,148) (505,148) ------------------ ----------------- ----------------- Regulatory capital 9,820,288 9,820,288 10,521,000 Regulatory capital required to be "well capitalized" 6,349,009 4,481,940 7,469,900 ------------------ ----------------- ----------------- Excess regulatory capital $ 3,471,279 $ 5,338,348 $ 3,051,100 ------------------ ----------------- ----------------- ------------------ ----------------- ----------------- Bank's capital to adjusted regulatory assets 7.73% ------------------ ------------------ Bank's capital to risk-based assets 13.15% 14.08% ----------------- ----------------- ----------------- ----------------- 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 March 31, 1999, the Bank had $8.9 million in FHLB borrowings. RESULTS OF OPERATIONS THREE-MONTH COMPARATIVE ANALYSIS FOR PERIODS ENDED MARCH 31, 1999 AND 1998 Net income for the three months ended March 31, 1999 was $538,249 compared to $74,234 for the three months ended March 31, 1998. Net interest income before provision for loan losses increased by approximately $108,000 to $948,000 for the three-month period ended March 31, 1999 compared to $840,000 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 quarter ended March 31, 1999 increased by $270,000 compared to an increase of $163,000 for interest expense. During the first quarter of 1999 the provision for loan losses increased to $134,000 compared to $35,000 in the first quarter of 1998. During the three-months ended March 31, 1999 noninterest income increased by $694,000 to $915,000 compared to $221,000 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 quarter ended March 31, 1999. Loan servicing and other fees decreased by $27,000 during the three-months ended March 31, 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 decreased by $31,000 to $22,000 in the first quarter of 1999 compared to the first quarter of 1998. Noninterest expense increased to $1,154,000 compared to $925,000 for the quarter ended March 31, 1999 compared to the same quarter in 1998. The $229,000 increase in noninterest expense was due to increases in salaries and employee benefits of $63,000, occupancy expense of $33,000, professional fees of $20,000, and other expenses of $110,000. 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. The income tax expense for the first quarter of 1999 was $37,000 compared to $27,000 in the quarter ended March 31, 1998. The income tax expense for the first quarter of 1999 includes a reduction in the valuation allowance relative to the deferred tax asset generated by net operating loss carryforwards. 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 15 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. 16 PART II - OTHER INFORAMTION ITEM 1 - LEGAL PROCEEDINGS None ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27 Financial Data Schedule (b) Reports on Form 8-K. None 17 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: April 23, 1999 /s/ Norman R. Corzine -------------------------------------------- Norman R. Corzine, Chairman of the Board, Chief Executive Officer (DULY AUTHORIZED REPRESENTATIVE) Date: April 23, 1999 /s/ Ken Huey, Jr. -------------------------------------------- Ken Huey, Jr., President, Chief Financial Officer and Director (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) (DULY AUTHORIZED REPRESENTATIVE) 18