ALAMOGORDO FINANCIAL CORP
10QSB, 2000-04-17
FINANCE SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         ------------------------------

                                   FORM 10-QSB

(Mark One)

[X] QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1999.

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

    For the transition period from _______________ to _______________

                         Commission file number 0-29655


                        Alamogordo Financial Corporation
                        --------------------------------
        (Exact name of small business issuer as specified in its charter)

   United States of America                              74-2819148
- --------------------------------            ------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

                  500 10th Street, Alamogordo, New Mexico 88310
                    (Address of principal executive offices)

                                 (505) 437-9334
                            Issuer's telephone number

- --------------------------------------------------------------------------------

Former name, former address and former fiscal year, if changed since last report

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     State the number of shares  outstanding of each of the issuer's  classes of
common stock, as of the latest  practicable  date: 10 shares of common stock par
value $.10 per share.

Transitional Small Business Disclosure Format (check one): Yes [ ]  No [x]




<PAGE>

                        ALAMOGORDO FINANCIAL CORPORATION

                                      INDEX

                                                                     Page
                                                                     ----
PART I.   FINANCIAL INFORMATION

          Item 1. Consolidated Financial Statements

          Consolidated Balance Sheets as of
            December 31, 1999 and June 30, 1999.....................  1

          Consolidated Statements of Income for the
            three months and six months ended
            December 31, 1999 and 1998..............................  2

          Consolidated Statements of Changes in Equity
            for the six months ended
            December 31, 1999.......................................  3

          Consolidated Statements of Cash Flows for the
            six months ended
            December 31, 1999 and 1998..............................  4

          Notes to Consolidated Financial Statements................  5

          Item 2. Management's Discussion and Analysis
                   of Financial Condition and Results of
                   Operations.......................................  7

PART II.  OTHER INFORMATION......................................... 10



                                       ii

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                        Alamogordo Financial Corporation
                        Consolidated Balance Sheets as of
                       December 31, 1999 and June 30, 1999
                                   (Unaudited)

                                                           At             At
                                                      December 31,     June 30,
                                                          1999           1999
                                                       ---------      ---------
                                                         (Dollars in thousands)
ASSETS
Cash and cash equivalents ........................     $   7,088      $   8,472
Securities:
      Available for sale .........................        15,723         17,030
      Held to maturity ...........................         5,215          3,473
Loans, net .......................................       117,451        115,949
Real estate owned, net ...........................            52             --
Premises and equipment, net ......................         8,585          8,745
Stock in Federal Home Loan Bank, at cost .........         1,370          1,332
Accrued interest .................................           881            955
Other assets .....................................           320            202
                                                       ---------      ---------
    Total assets .................................     $ 156,685      $ 156,158
                                                       =========      =========

LIABILITIES AND EQUITY
Deposits .........................................     $ 123,351      $ 122,460
Escrows ..........................................           489          1,006
Accrued interest and other liabilities ...........           143            251
Advances from Federal Home Loan Bank .............        10,000         10,000
                                                       ---------      ---------
   Total liabilities .............................       133,983        133,717
                                                       ---------      ---------

EQUITY
Common Stock, par value $.10 per share;
 10,000,000 shares authorized,
 100 shares issued ...............................            --             --
Retained earnings, substantially restricted ......        23,098         22,710
Accumulated other comprehensive income ...........          (396)          (269)
                                                       ---------      ---------
    Total equity .................................        22,702         22,441
                                                       ---------      ---------

Total liabilities and equity .....................     $ 156,685      $ 156,158
                                                       =========      =========


                                        1

<PAGE>

                        Alamogordo Financial Corporation
                        Consolidated Statements of Income
                    for the Three Months and Six Months Ended
                           December 31, 1999 and 1998
                                   (Unaudited)


                                         Three Months Ended    Six Months Ended
                                             December 31,         December 31,
                                          -----------------    ----------------
                                            1999     1998       1999      1998
                                            ----     ----       ----      ----
Interest income:
  Interest and fees on loans ..........   $ 2,287   $ 2,251   $ 4,577   $ 4,463
  Interest on securities ..............       258       305       485       690
  Interest on mortgage-backed
   securities .........................        43        61        87       118
  Interest on other interest
   earning assets .....................        59       169       132       319
                                          -------   -------   -------   -------
   Total interest income ..............     2,647     2,786     5,281     5,590

Interest expense:
  Interest on deposits ................     1,547     1,750     3,078     3,519
  Interest on FHLB and other
   borrowings .........................       127       127       250       254
                                          -------   -------   -------   -------
   Total interest expense .............     1,674     1,877     3,328     3,773
                                          -------   -------   -------   -------
    Net interest income ...............       973       909     1,953     1,817

Provision for loan losses .............        --        --        --        --
                                          -------   -------   -------   -------
  Net interest income, after
   provision for loan losses ..........       973       909     1,953     1,817
                                          -------   -------   -------   -------

Other income
  Service charges and fees ............        49        32        95        61
  Loss on sale of real
   estate owned .......................        --        --        --        (9)
  Gain on sale of
   premises and equipment .............        --        --        29        --
  Other ...............................        35        33        68        66
                                          -------   -------   -------   -------
   Total other income .................        84        65       192       118
                                          -------   -------   -------   -------

Other expenses
  Salaries and benefits ...............       338       322       657       623
  Occupancy ...........................       164       164       343       315
  Data processing fees ................        64        82       128       211
  Federal insurance premiums
   and other insurance expense ........        29        30        58        61
  Advertising .........................        28        19        54        33
  Other ...............................       173       134       322       293
                                          -------   -------   -------   -------
   Total other expenses ...............       796       751     1,562     1,536
                                          -------   -------   -------   -------
   Income before income taxes .........       261       223       583       399
                                          -------   -------   -------   -------

Provision for income taxes ............       102        66       195       104
                                          -------   -------   -------   -------
   Net income .........................   $   159   $   157   $   388   $   295
                                          =======   =======   =======   =======


                                        2

<PAGE>

                        Alamogordo Financial Corporation
            Consolidated Statement of Changes in Stockholders' Equity
                       Six Months Ended December 31, 1999
                                   (Unaudited)


                                                        Accumulated
                                                           Other
                                                        Comprehensive   Total
                                       Stock     Equity     Income      Equity
                                       -----     ------     ------      ------
BALANCES AT JUNE 30, 1999 .........  $     --   $ 22,710   $   (269)   $ 22,441

Comprehensive income
   Net income .....................        --        388         --         388

   Other comprehensive income,
    net of tax:
     Change in unrealized loss
      on securities available
      for sale, net of deferred
      income tax benefit of $(85) .        --         --       (127)       (127)
                                                                       --------

   Total comprehensive income .....        --         --         --         261
                                     --------   --------   --------    --------

Balances at December 31, 1999 .....  $     --   $ 23,098   $   (396)   $ 22,702
                                     ========   ========   ========    ========



                                        3

<PAGE>

                        Alamogordo Financial Corporation
                      Consolidated Statements of Cash Flows
                   Six Months Ended December 31, 1999 and 1998
                                   (Unaudited)

                                                                  Six Months
                                                              Ended December 31,
                                                              ------------------
                                                               1999        1998
                                                               ----        ----
Cash flows from operating activities:
   Net income ..........................................     $  388     $   295
   Adjustments to reconcile net income to
    net cash provided by operating activities
      Depreciation .....................................        181         166
      Net amortization of premiums and accretion
       of discounts on securities ......................        (28)        (48)
      Gain on sale of loans ............................         --          (5)
      (Gain) loss on sales of other real
       estate owned ....................................         --           9
      Gain on sales of premises and equipment ..........        (29)         --
   (Increase) decrease in interest receivable ..........         74         (64)
   (Increase) in other assets ..........................       (118)       (102)
   (Decrease) in interest payable and
    other liabilities ..................................       (108)        (41)
                                                            -------     -------
      Net cash provided by operating activities ........        360         210

Cash flows from investing activities:
   Proceeds from maturities of securities
    available-for sale .................................      1,084      13,777
   Proceeds from maturities of securities
    held-to-maturity ...................................      1,297         466
   Purchases of securities available-for-sale ..........         --      (5,019)
   Purchases of securities held-to-maturity ............     (2,915)         --
   Purchases of FHLB stock .............................        (38)        (38)
   Net (increase) in loans .............................     (1,712)       (867)
   Proceeds from sale of loans .........................         --       1,148
   Purchases of loans ..................................         --      (4,585)
   Proceeds from sales of premises and equipment .......         74          --
   Purchases of premises and equipment .................        (66)       (327)
   Net proceeds from sales of real estate owned ........        158          25
                                                            -------     -------
      Net cash provided by (used in)
       investing activities ............................     (2,118)      4,580

Cash flows from financing activities:
   Net increase (decrease) in deposits .................        891         701
   Net increase (decrease) in escrows ..................       (517)       (623)
                                                            -------     -------
      Net cash provided by (used in) financing
       activities ......................................        374          78
                                                            -------     -------

Net increase in cash and cash equivalents ..............     (1,384)      4,868

Cash and cash equivalents, beginning of year ...........      8,472       6,992
                                                            -------     -------

Cash and cash equivalents, end of year .................    $ 7,088     $11,860
                                                            -------     -------
Noncash investing and financing activities:
   Transfers of loans to real estate owned .............    $   209     $    --

Supplemental disclosures of cash flow information:
   Income taxes paid ...................................    $   186     $   106
   Interest ............................................      3,378       3,777


                                        4

<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)

1. Stock Offering

         On October  19,1999,  the Board of  Directors of  Alamogordo  Financial
adopted a Plan of Stock  issuance.  Pursuant  to the Plan of Stock  Issuance,  a
prospectus date February 11, 2000, and a prospectus  supplement  dated April 11,
2000  Alamogordo  Financial  plans to offer and sell up to 410,550 shares of its
common stock in a community  offering,  and issue additional shares to AF Mutual
Holding  Company.  Following the  offering,  purchasers in the offering will own
28.0% of Alamogordo Financial's common stock, and AF Mutual Holding Company will
own 72.0%.  The  offering  price will be $10 per share.  Offering  costs will be
deferred and deducted  from the proceeds of the shares sold.  If the offering is
not completed, all costs will be charged to expense.

2. Basis of Presentation

         The  financial   statements  included  herein  have  been  prepared  by
Alamogordo Financial without audit. In the opinion of management,  the unaudited
financial  statements  include all  adjustments,  consisting of normal recurring
accruals,  necessary  for a fair  presentation  of the  financial  position  and
results  of  operations  for the  periods  presented.  Certain  information  and
footnote  disclosures  normally  included in accordance with generally  accepted
accounting  principles have been condensed or omitted  pursuant to the rules and
regulations  of the  Securities and Exchange  Commission.  Alamogordo  Financial
believes that the disclosures are adequate to make the information presented not
misleading; however, the results for the quarter ended December 31, 1999 are not
necessarily  indicative  of results to be  expected  for the entire  fiscal year
ending June 30, 2000.

         The interim unaudited financial  statements  presented herein should be
read in conjunction  with Alamogordo  Financial's  prospectus dated February 11,
2000, and the annual audited  financial  statements of Alamogordo  Financial for
the fiscal year ended June 30, 1999, that are contained in the prospectus.

3. Allowance for Loan Losses

         The allowance for loan losses is  established  through  provisions  for
losses charged to earnings.  Loan losses are charged  against the allowance when
management believes that the collection of principal is unlikely.  Recoveries of
loans previously charged-off are credited to the allowance when realized.

         The  allowance  for loan losses is an amount that  management  believes
will be adequate  to absorb  probable  losses on existing  loans that may become
uncollectible,  based  on  evaluations  of  the  collectibility  of  the  loans.
Management's  evaluations,  which are subject to  periodic  review by the Bank's
regulators,  take into  consideration  such factors as the Bank's past loan loss
experience,  changes in the nature  and  volume of the loan  portfolio,  overall
portfolio  quality,  review of specific problem loans and collateral values, and
current  economic  conditions  that may  affect the  borrowers'  ability to pay.
Future  adjustments  to the allowance for loan losses may be necessary  based on
changes in  economic  and real estate  market  conditions,  further  information
obtained   regarding   known  problem  loans,   regulatory   examinations,   the
identification of additional problem loans, and other factors.


                                        5

<PAGE>


Activity  in the  allowance  for  loan  losses  for  the  periods  indicated  is
summarized as follows:


                                    Three Months Ended       Six Months Ended
                                        December 31,            December 31,
                                    ------------------       -----------------
                                      1999       1998         1999        1998
                                      ----       ----         ----        ----
Balance at beginning of period...      467        481          472         486
Provision for loan losses........       --         --           --          --
Charge-offs......................       (5)        --          (11)         (5)
Recoveries.......................        7         --            8          --
                                     -----      -----        -----       -----
Balance at end of period.........    $ 469      $ 481        $ 469       $ 481
                                     =====      =====        =====       =====


4. Comprehensive Income

         Alamogordo  Financial  has adopted  Statement of  Financial  Accounting
Standards ("SFAS") No. 130, "Reporting  Comprehensive Income", which establishes
standards for reporting and display of  comprehensive  income and its components
(revenues,  expenses,  gains and losses).  In accordance  with the provisions of
SFAS No. 130, Alamogordo  Financial's total comprehensive income (loss) was $261
and $322 for the six months ended December 31, 1999 and 1998, respectively,  and
$69  and  $105  for  the  three  months  ended   December  31,  1999  and  1998,
respectively. The difference between Alamogordo Financial's net income and total
comprehensive  income for these periods  equals the change in the after- tax net
unrealized  gain or loss on securities  available for sale during the applicable
periods.  Accumulated  other  comprehensive  income  (loss) in the  consolidated
statements of financial  condition  represents the after-tax net unrealized gain
(loss) on  securities  available  for sale as of December  31, 1999 and June 30,
1999.



                                        6

<PAGE>


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AT DECEMBER 31, 1999
AND JUNE 30, 1999

         Alamogordo  Financial's total assets increased by $527,000,  or .3%, to
$156.7  million at December 31, 1999,  from $156.2 million at June 30, 1999. The
increase resulted primarily from an increase in loans receivable and securities,
partially  offset by a decrease in cash and cash  equivalents.  Loans receivable
increased by $1.5 million,  or 1.3%, to $117.4  million from $115.9 million as a
result  of new  loan  originations  surpassing  principal  repayments  and  loan
payoffs.  Securities,   including  mortgage-  backed  securities,  increased  by
$435,000,  or 2.1%,  to $20.9  million  from  $20.5  million  as a result of new
purchases  surpassing  maturities  and  repayments.  Cash and  cash  equivalents
decreased by $1.4 million, or 16.3%, to $7.1 million from $8.5 million primarily
due to the annual payment of county property taxes for borrowers.

         Total  deposits  increased  by $891,000,  or .7%, to $123.4  million at
December 31, 1999 from $122.5  million at June 30, 1999.  The increase  resulted
from a $1.1 million,  or 1.1%,  increase in term  certificates to $103.6 million
from $102.5 million,  offset by a $178,000,  or .1%, decrease in transaction and
savings  deposits to $19.8  million  from $20.0  million.  The  increase in term
certificates  resulted  primarily  from  an  increase  in  public  funds.  Total
borrowings were unchanged at $10.0 million.

         Equity  increased by $261,000,  or 1.16%,  to $22.7  million from $22.4
million  primarily  due to  earnings  over the  period,  partially  offset  by a
$127,000  decrease  in  accumulated  other   comprehensive   income  related  to
unrealized  losses on  securities  available  for sale. As of December 31, 1999,
Alamogordo  Federal had $22.7  million of tangible  capital or 14.4% of tangible
assets,  $22.7 million of core capital or 14.4% of total  adjusted  assets,  and
$23.1 million of risk-based capital or 29.9% of risk- weighted assets.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 AND
1998

         General.  Net income increased by $2,000,  or 1.3%, to $159,000 for the
three months ended  December 31, 1999,  from $157,000 for the three months ended
December 31, 1998. The increase resulted from an increase in net interest income
and other  income,  partially  offset by an  increase  in other  expense and the
provision for income taxes.  Alamogordo  Federal's computers and data processors
did not  experience  any  difficulties  related to their  ability  to  correctly
identify the year 2000.

         Interest  Income.  Interest income  decreased by $139,000,  or 5.0%, to
$2.6 million for the three months ended  December 31, 1999 from $2.8 million for
the three months ended December 31, 1998. The decrease  resulted from a decrease
in interest on securities and other interest-earning assets, partially offset by
an increase in interest and fees on loans. Interest and fees on loans receivable
increased by $36,000,  or 1.6%.  The increase  resulted from a $6.3 million,  or
5.7%, increase in the average balance of loans receivable to $117.2 million from
$110.9  million,  partially  offset by a 32 basis point  decrease in the average
yield on the loan portfolio to 7.80% from 8.12%. The increase in average balance
of loans  receivable  resulted from a net increase in both mortgage and consumer
and other loans.  The decrease in the average yield resulted from the prepayment
of higher yielding loans in a declining interest rate environment.  The decrease
in average yield also resulted, in part, from downward adjustments in


                                        7

<PAGE>



adjustable-rate  loans.  Interest  on  securities,   including   mortgage-backed
securities and other interest- earning assets,  decreased by $175,000, or 32.7%,
to $360,000 from $535,000. This decrease resulted from a $4.1 million, or 16.3%,
decrease in the average balance of securities due to maturities and repayment of
principal, and a 10 basis point decrease in the average yield on securities. The
average balance of other interest-earning  assets decreased by $9.4 million, the
effects of which were  partially  offset by an increase in the average  yield of
190 basis points.

         Interest Expense.  Interest expense on deposits  decreased by $203,000,
or 11.6%, to $1.5 million for the three months ended December 31, 1999 from $1.8
million  for the three  months  ended  December  31,1998.  Interest  expense  on
transaction  and savings  accounts  decreased to $101,000 from $111,000,  as the
average balance of transaction and savings accounts remained  relatively stable,
and the  average  cost  decreased  to 2.27%  from  2.46%.  Interest  expense  on
certificate  accounts decreased by $193,000,  to $1.4 million from $1.6 million,
as the average balance of certificate accounts decreased by $4.6 million and the
average  cost  decreased  by 48 basis  points.  Interest  expense on  borrowings
remained  stable at $127,000.  The  decrease in  certificate  accounts  resulted
primarily from a decrease in public funds. The decrease in rates resulted from a
general decline in shorter-term market rates of interest.

         Net Interest Income. Net interest income increased by $64,000, or 7.0%,
to $973,000 for the three months ended  December 31, 1999 from  $909,000 for the
three months ended December 31, 1998.  Net interest rate spread,  the difference
between  the yield on  average  total  interest-earning  assets  and the cost of
average  total  interest-bearing  liabilities,  increased  by 41 basis points to
2.36% from 1.95%.

         Provision  for Loan Losses.  We establish  provisions  for loan losses,
which are charged to  operations,  in order to maintain the  allowance  for loan
losses at a level that we believe is appropriate to absorb future charge-offs of
loans  deemed  uncollectible.  In  determining  the  appropriate  level  of  the
allowance for loan losses, management considers loss experience,  evaluations of
real estate collateral,  economic conditions, volume and type of lending and the
levels of nonperforming and other classified  loans.  Based on our evaluation of
these factors,  and based on loan allowance recoveries of $7,000 and charge-offs
of $5,000 for the three months ended  December 31, 1999,  and no  charge-offs or
recoveries  for the three months ended  December 31, 1998,  we made no provision
for loan losses. The allowance for loan losses decreased to $469,000,  or 259.1%
of total  nonperforming  loans at December 31, 1999 from  $472,000,  or 88.7% of
total nonperforming loans at June 30, 1999. The amount of the allowance is based
on estimates and the ultimate  losses may vary from such  estimates.  Management
assesses the allowance for loan losses on a quarterly basis and makes provisions
for loan losses as necessary in order to maintain the adequacy of the allowance.
While management uses available information to recognize losses on loans, future
loan loss provisions may be necessary  based on changes in economic  conditions.
In  addition,  various  regulatory  agencies,  as  an  integral  part  of  their
examination  process,  periodically review the allowance for loan losses and may
require  us to  recognize  additional  provisions  based  on their  judgment  of
information  available  to them at the  time of  their  examination.  Management
believes  that the  allowance  for loan losses at December 31, 1999 and June 30,
1999 was adequate.

         Other  Income.  Total other income  includes  service charges and fees,
gain (loss) on sale of real estate owned and premises and equipment,  and other.
Total other income  increased  by $19,000,  or 29.2%,  to $84,000 from  $65,000.
Service  charges and fees  increased by $17,000  primarily due to ATM fee income
and deposit  account  service  charges.  Other  income  increased by $5,000 as a
result of increased tenant occupancy of the office building.


                                        8

<PAGE>


         Other Expense.  Total other expense  increased by $45,000,  or 6.1%, to
$796,000  for the three months  ended  December  31, 1999 from  $751,000 for the
three  months  ended  December  31,  1998.  A decrease  in the  deferral of loan
origination   costs,  which  was  offset  by  employee   compensation   expense,
contributed  $16,000 to this increase as new loan originations  decreased during
the  latter  period.  Advertising  expense  increased  $9,000  primarily  due to
additional  marketing  programs.  These  increases  were  partially  offset by a
$18,000 decrease in data processing fees due to Alamogordo  Federal's conversion
of its data processing system during the earlier period.

         Provision for Income Taxes. The provision for income taxes increased to
$102,000,  or 39.1% of net income before income taxes, from $66,000, or 29.6% of
net income before income taxes.  The increase in the provision  resulted from an
increase in net income before  income taxes.  The increase in effective tax rate
resulted from a decrease in income from tax-exempt  securities and other changes
in deferred tax items.

COMPARISON OF OPERATING  RESULTS FOR THE SIX MONTHS ENDED  DECEMBER 31, 1999 AND
1998

         General. Net income increased by $93,000, or 31.7%, to $388,000 for the
six months  ended  December  31,  1999,  from  $295,000 for the six months ended
December 31, 1998. The increase resulted from an increase in net interest income
and other  income,  partially  offset by an  increase  in other  expense and the
provision for income taxes.

         Interest  Income.  Interest income  decreased by $309,000,  or 5.5%, to
$5.3  million for the six months  ended  December 31, 1999 from $5.6 million for
the six months ended December 31, 1998. The decrease resulted from a decrease in
interest on securities and other interest-earning assets, partially offset by an
increase in interest and fees on loans.  Interest  and fees on loans  receivable
increased by $114,000,  or 2.6%. The increase  resulted from a $7.2 million,  or
6.5%, increase in the average balance of loans receivable to $116.9 million from
$109.7  million,  partially  offset by a 30 basis point  decrease in the average
yield on the loan portfolio to 7.83% from 8.13%. The increase in average balance
of loans  receivable  resulted from a net increase in both mortgage and consumer
and other loans.  The decrease in the average yield resulted from the prepayment
of higher yielding loans in a declining interest rate environment.  The decrease
in  average  yield  also  resulted,   in  part,  from  downward  adjustments  in
adjustable-rate  loans.  Interest  on  securities,   including   mortgage-backed
securities and other interest- earning assets,  decreased by $423,000, or 37.5%,
to $704,000 from $1.1 million.  This decrease resulted from an $8.7 million,  or
30.2%,  decrease in the average  balance of  securities  due to  maturities  and
repayment of  principal,  and an 8 basis point  decrease in the average yield on
securities.  The average balance of other  interest-earning  assets decreased by
$6.8  million,  the effects of which were  partially  offset by a 76 basis point
increase in the average yield.

         Interest Expense.  Interest expense on deposits  decreased by $441,000,
or 12.5%,  to $3.1 million for the six months ended  December 31, 1999 from $3.5
million  for  the  six  months  ended  December  31,1998.  Interest  expense  on
transaction  and savings  accounts  decreased to $197,000 from $245,000,  as the
average balance of transaction and savings accounts remained  relatively stable,
and the  average  cost  decreased  to 2.18%  from  2.72%.  Interest  expense  on
certificate  accounts decreased by $393,000,  to $2.9 million from $3.3 million,
as the average balance of certificate accounts decreased by $5.6 million and the
average  cost  decreased  by 44 basis  points.  Interest  expense on  borrowings
decreased  to $250,000  from  $254,000.  The  decrease in  certificate  accounts
resulted  primarily  from a decrease  in public  funds.  The  decrease  in rates
resulted from a general decline in shorter-term market rates of interest.


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<PAGE>



         Net Interest  Income.  Net interest  income  increased by $136,000,  or
7.5%,  to $1.9  million  for the six months  ended  December  31, 1999 from $1.8
million for the six months  ended  December  31,  1998.  The net  interest  rate
spread,  the  difference  between  the yield on average  total  interest-earning
assets and the cost of average total interest-bearing liabilities,  increased by
45 basis points to 2.38% from 1.93%.

         Provision for Loan Losses.  Our policy  regarding  provisions  for loan
losses is  described  in  "Management's  Discussion  and  Analysis of  Financial
Condition and Results of  Operations -- Comparison of Operating  Results for the
Three Months Ended  December 31, 1999 and 1998." Based on the factors  described
in that section,  and based on net loan  charge-offs of $3,000 and $5,000 during
the six  months  ended  December  31,  1999 and 1998,  respectively,  we made no
provision  for loan  losses  in  either  period.  Management  believes  that the
allowance for loan losses at December 31, 1999 was adequate.

         Other Income.  Total other income  increased by $74,000,  or 62.7%,  to
$192,000 from $118,000.  Service charges and fees increased by $33,000 primarily
due to ATM  fee  income  and  deposit  account  service  charges.  Other  income
increased  by $10,000 as a result of  increased  tenant  occupancy of the office
building.  Gain on sale of real estate totaled  $29,000 for the six months ended
December 31, 1999, as compared to no gain for the previous period as a result of
the sale of land.

         Other Expense.  Total other expense  increased by $26,000,  or 1.7%, to
$1.6  million for the six months  ended  December 31, 1999 from $1.5 million for
the six  months  ended  December  31,  1998.  The net  increase  was the  result
primarily of the opening of Alamogordo Federal's second branch office.

         Provision for Income Taxes. The provision for income taxes increased to
$195,000, or 33.4% of net income before income taxes, from $104,000, or 26.1% of
net income before income taxes.  The increase in the provision  resulted from an
increase in net income before  income taxes.  The increase in effective tax rate
resulted from a decrease in income from tax-exempt  securities and other changes
in deferred tax items.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         There are various claims and lawsuits in which Alamogordo  Financial is
periodically  involved incidental to its business. In the opinion of management,
no material loss is expected from any of such pending claims or lawsuits.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         (a) Changes in Securities.

         Not applicable.

         (b) Use of proceeds.

         Not applicable



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<PAGE>



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORT ON FORM 8-K.

         None.


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this  report to be signed by the  undersigned
thereunto duly authorized.


                                    Alamogordo Financial Corporation

                                        /s/ R. Miles Ledgerwood
Date: April 4, 2000                 By: ----------------------------------------
                                        R. Miles Ledgerwood
                                        President and Chief Executive Officer


                                        /s/ Norma J. Clute
Date: April 4, 2000                 By: ----------------------------------------
                                        Norma J. Clute
                                        Vice President and Treasurer



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