ALAMOGORDO FINANCIAL CORP
10QSB, 2000-05-12
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 March 31, 2000.

[ ]  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
             March 31, 2000 and June 30, 1999..................................1

           Consolidated Statements of Income for the
             three months and nine months ended
             March 31, 2000 and 1999...........................................2

           Consolidated Statements of Changes in Stockholders'
             Equity for the nine months ended
             March 31, 2000....................................................3

           Consolidated Statements of Cash Flows for the
             nine months ended
             March 31, 2000 and 1999...........................................4

           Notes to Unaudited 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 at
                        March 31, 2000 and June 30, 1999
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                      At                                    At
                                                                March 31, 2000                        June 30, 1999
                                                                --------------                        -------------

(Dollars in thousands)
ASSETS
<S>                                                             <C>                                <C>
Cash and cash equivalents.................................      $     7,218                        $     8,472
Securities:
      Available for sale..................................           15,523                             17,030
      Held to maturity....................................            2,098                              3,473
Loans, net................................................          117,696                            115,949
Real estate owned, net....................................               52                                 --
Premises and equipment, net...............................            8,528                              8,745
Stock in Federal Home Loan Bank, at cost..................            1,391                              1,332
Accrued interest..........................................              664                                955
Other assets..............................................              633                                202
                                                                -----------                        -----------
    Total assets..........................................      $   153,803                        $   156,158
                                                                ===========                        ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits..................................................      $   122,796                        $   122,469
Escrows...................................................              781                              1,006
Accrued interest and other liabilities....................              351                                242
Advances from Federal Home Loan Bank......................            7,000                             10,000
                                                                -----------                        -----------
   Total liabilities......................................          130,928                            133,717
                                                                -----------                        -----------

STOCKHOLDERS' EQUITY
Common Stock, par value $.10 per share;
   10,000,000 shares authorized, 100 shares issued........               --                                 --
Retained earnings, substantially restricted...............           23,329                             22,710
Accumulated other comprehensive income....................             (454)                              (269)
                                                                -----------                        -----------
    Total stockholders' equity............................           22,875                             22,441
                                                                -----------                        -----------

Total liabilities and stockholders' equity................      $   153,803                        $  156,158
                                                                ===========                        ==========
</TABLE>

See accompanying notes to consolidated financial statements.


                                        1


<PAGE>



                        Alamogordo Financial Corporation
                        Consolidated Statements of Income
                   For the three months and nine months ended
                             March 31, 2000 and 1999
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                            Three Months Ended             Nine Months Ended
                                                                 March 31,                     March 31,
                                                       ---------------------------    -----------------------
                                                           2000           1999            2000         1999
                                                       -----------     -----------    -----------    --------
                                                                                  (In Thousands)

Interest income:
<S>                                                    <C>             <C>            <C>            <C>
  Interest and fees on loans.........................  $    2,258      $    2,258     $    6,834     $    6,721
  Interest on securities.............................         247             326            732          1,015
  Interest on mortgage-backed securities.............          42              52            129            171
  Interest on other interest earning assets..........         105             106            238            425
                                                       ----------      ----------     ----------     ----------
   Total interest income.............................       2,652           2,742          7,933          8,332

Interest expense:
  Interest on deposits...............................       1,530           1,678          4,608          5,197
  Interest on FHLB and other borrowings..............         151             120            401            374
                                                       ----------      ----------     ----------     ----------
   Total interest expense ...........................       1,681           1,798          5,009          5,571
                                                       ----------      ----------     ----------     ----------
    Net interest income..............................         971             944          2,924          2,761

Provision for loan losses............................          --              --             --             --
                                                       ----------      ----------     ----------     ----------
  Net interest income, after provision for loan losses        971             944          2,924          2,761
                                                       ----------      ----------     ----------     ----------

Other income (loss)
  Service charges and fees...........................          64              35            159             96
  Loss on sale of real estate owned..................          --              --             --             (9)
  Gain on sale of premises and equipment.............          --              --             29             --
  Other..............................................          33              33            101             99
                                                       ----------      ----------     ----------     ----------
   Total other income................................          97              68            289            186
                                                       ----------      ----------     ----------     ----------

Other expenses
  Salaries and benefits..............................         324             309            981            932
  Occupancy .........................................         170             167            514            481
  Data processing fees...............................          70              56            198            266
  Federal insurance premiums and other insurance
    expense..........................................          17              30             75             92
  Advertising .......................................          18              14             72             48
  Other..............................................         116             144            438            437
                                                       ----------      ----------     ----------     ----------
   Total other expenses..............................         715             720          2,278          2,256
                                                       ----------      ----------     ----------     ----------
   Income before income taxes........................         353             292            935            691
                                                       ----------      ----------     ----------     ----------

Provision for income taxes...........................         122             101            316            206
                                                       ----------      ----------     ----------     ----------
   Net income........................................  $      231      $      191     $      619     $      485
                                                       ==========      ==========     ==========     ==========
</TABLE>


See accompanying notes to consolidated financial statements.

                                        2


<PAGE>



                        Alamogordo Financial Corporation
            Consolidated Statement of Changes in Stockholders' Equity
                        Nine Months ended March 31, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                   Accumulated
                                                                                      Other
                                                  Common           Retained       Comprehensive         Total
                                                   Stock           Earnings          Income            Equity
                                                   -----            ------           ------            ------
                                                                         (In Thousands)


<S>              <C> <C>                          <C>             <C>               <C>              <C>
Balances at June 30, 1999                         $  --           $  22,710         $    (269)       $  22,441

Comprehensive income
   Net income..................................      --                 619                --              619

   Other comprehensive income, net of tax:
     Change in unrealized loss on securities
       available for sale, net of deferred
       income tax benefit of $(124)............      --                  --              (185)            (185)
                                                                                                     ---------

   Total comprehensive income..................                                                            434
                                                  -----           ---------         ---------        ---------

Balances at March 31, 2000.....................   $  --           $  23,329         $    (454)       $  22,875
                                                  =====           =========         =========        =========
</TABLE>


See accompanying notes to consolidated financial statements.


                                        3


<PAGE>



                        Alamogordo Financial Corporation
                      Consolidated Statements of Cash Flows
                    Nine months ended March 31, 2000 and 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      Nine months ended March 31,
                                                                                         2000            1999
                                                                                       --------         ------
                                                                                             (in thousands)
Cash flows from operating activities:
<S>                                                                                    <C>             <C>
   Net income...................................................................       $    619        $   485
   Adjustments to reconcile net income to net cash provided by
        operating activities
      Depreciation..............................................................            270            256
      Net amortization of premiums and accretion of discounts on securities.....            (55)           (63)
      Gain on sale of loans.....................................................             --             (5)
      Loss on sales of other real estate owned..................................             --              9
      Gain on sales of premises and equipment...................................            (29)            --
   (Increase) decrease in interest receivable...................................            291            (39)
   Increase in other assets.....................................................           (431)           (60)
   Increase (decrease) in interest payable and other liabilities................            109           (127)
                                                                                       --------        -------
      Net cash provided by operating activities.................................            774            456

Cash flows from investing activities:
   Proceeds from maturities of securities available-for-sale....................          1,183         20,441
   Proceeds from maturities of securities held-to-maturity......................          5,439            640
   Purchases of securities available-for-sale...................................             --        (14,229)
   Purchases of securities held-to-maturity.....................................         (3,870)        (4,281)
   Purchases of FHLB stock......................................................            (59)           (55)
   Net increase in loans........................................................         (1,957)          (818)
   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..........................................            (98)          (403)
   Net proceeds from sales of real estate owned.................................            158             25
                                                                                       --------        -------
      Net cash provided by (used in) investing activities.......................            870         (2,117)

Cash flows from financing activities:
   Net increase in deposits.....................................................            327            290
   Net decrease in escrows......................................................           (225)          (289)
   Payments on note payable.....................................................             --           (151)
   Payments on advances from Federal Home Loan Bank.............................         (3,000)            --
                                                                                       --------        -------
      Net cash used in financing activities.....................................       $ (2,898)       $  (150)
                                                                                       ========        =======

Net decrease in cash and cash equivalents.......................................       $ (1,254)       $(1,811)

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

Cash and cash equivalents, end of year..........................................       $  7,218        $ 5,181
                                                                                       ========        =======
Noncash investing and financing activities:
   Transfers of loans to real estate owned......................................       $    209        $    43

Supplemental disclosures of cash flow information:
   Income taxes paid............................................................       $    294        $   194
   Interest.....................................................................          5,055          5,602
</TABLE>

See accompanying notes to consolidated financial statements.

                                        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
dated  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 for $10.00 per share 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%.  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 March 31, 2000 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:

<TABLE>
<CAPTION>
                                            Three Months Ended                 Nine Months Ended
                                                 March 31,                         March 31,
                                          2000              1999              2000             1999
                                        ---------         --------         ---------         ------
                                                                 (In Thousands)

<S>                                     <C>               <C>              <C>               <C>
Balance at beginning of period.......   $     469         $    481         $     472         $    486
Provision for loan losses............          --               --                --               --
Charge-offs..........................          (1)              (4)              (12)              (9)
Recoveries...........................           2               --                10               --
                                        ---------         --------         ---------         --------
Balance at end of period.............   $     470         $    477         $     470         $    477
                                        =========         ========         =========         ========
</TABLE>


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 $434
and $444 for the nine months  ended March 31, 2000 and 1999,  respectively,  and
$172 and $122 for the three months ended March 31, 2000 and 1999,  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 March 31, 2000 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 March 31, 2000
and June 30, 1999

     Alamogordo  Financial's total assets decreased by $2.4 million, or 1.5%, to
$153.8  million at March 31, 2000,  from $156.2  million at June 30,  1999.  The
decrease  resulted  primarily  from a decrease in  securities  and cash and cash
equivalents,  partially offset by an increase in loans  receivable.  Securities,
including  mortgage-backed  securities,  decreased by $2.9 million, or 14.1%, to
$17.6 million from $20.5 million as a result of maturities and repayments.  Cash
and cash equivalents  decreased by $1.3 million,  or 14.8%, to $7.2 million from
$8.5  million  primarily  due to the paydown of advances  from Federal Home Loan
Bank and the funding of new loans,  partially  offset by the  proceeds  from the
maturity  and  repayment  of  securities.  Loans  receivable  increased  by $1.8
million,  or 1.5%, to $117.7 million from $115.9 million as a result of new loan
originations surpassing principal repayments and loan payoffs.

     Total  deposits  increased by $327,000,  or .3%, to $122.8 million at March
31, 2000 from $122.5  million at June 30,  1999.  The increase  resulted  from a
$521,000, or 2.8%, increase in transaction and savings deposits to $19.0 million
from $18.5 million,  partially offset by a $249,000,  or 17.8%, decrease in non-
interest-bearing  deposits to $1.2 million from $1.4 million.  Total  borrowings
decreased by $3.0 million,  or 30.0%,  to $7.0 million from $10.0  million.  The
decrease resulted from the paydown of advances from Federal Home Loan Bank.

     Equity increased by $434,000,  or 1.9%, to $22.9 million from $22.4 million
primarily  due to  earnings  over the  period,  partially  offset by a  $185,000
decrease in accumulated other comprehensive  income related to unrealized losses
on securities  available for sale. As of March 31, 2000,  Alamogordo Federal had
$22.6 million of tangible capital or 14.7% of tangible assets,  $22.6 million of
core capital or 14.7% of total adjusted assets,  and $23.0 million of risk-based
capital or 30.2% of risk-weighted assets.

Comparison  of  Operating  Results for the Three Months Ended March 31, 2000 and
1999

     General.  Net income  increased by $40,000,  or 20.9%,  to $231,000 for the
three  months  ended March 31,  2000,  from  $191,000 for the three months ended
March 31, 1999.  The increase  resulted from an increase in net interest  income
and other  income,  partially  offset by an increase in the provision for income
taxes.

     Interest Income.  Interest income  decreased by $90,000,  or 3.3%, to $2.65
million for the three months  ended March 31, 2000 from $2.74  million for three
months ended March 31, 1999.  The decrease  resulted from a decrease in interest
on securities. Although interest and fees on loans receivable remained stable at
$2.3 million, a $3.3 million,  or 2.9%, increase in the average balance of loans
receivable to $117.1  million from $113.8 million was offset by a 23 basis point
decrease in the average  yield on the loan  portfolio  to 7.71% from 7.94%.  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 and a decrease in deferred
loan fee income. Interest on securities,  including  mortgage-backed  securities
and other interest-earning  assets,  decreased by $90,000, or 18.6%, to $394,000
from $484,000. This decrease resulted from a $7.1 million, or 26.3%, decrease in
the average  balance of securities due to maturities and repayment of principal,
the effects of which were  partially  offset by a 22 basis point increase in the
average yield on securities, and a $1.9 million decrease in the average

                                        7


<PAGE>



balance of other  interest-earning  assets,  the effects of which were partially
offset by an increase in the average yield of 151 basis points.

     Interest Expense.  Interest expense on deposits  decreased by $148,000,  or
8.8%,  to $1.5  million  for the three  months  ended  March 31,  2000 from $1.7
million  for the  three  months  ended  March  31,  1999.  Interest  expense  on
transaction  and savings  accounts  increased to $113,000 from  $98,000,  as the
average balance of transaction and savings accounts  remained  relatively stable
at $18.2 million, and the average cost increased to 2.48% from 2.15% as a result
of a general increase in shorter-term market rates of interest. Interest expense
on  certificate  accounts  decreased  by  $163,000,  to $1.4  million  from $1.6
million,  as the  average  balance of  certificate  accounts  decreased  by $5.6
million and the average  cost  decreased by 31 basis points to 5.53% from 5.84%.
The decrease in certificate  accounts resulted in part from a decrease in public
funds.  Interest  expense on borrowings  increased by $31,000,  to $151,000 from
$120,000, as the average cost increased by 133 basis points to 6.12% from 4.79%,
the effects of which were partially offset by a $154,000 decrease in the average
balance to $9.9 million from $10.0 million.

     Net Interest  Income.  Net interest income increased by $27,000 or 2.9%, to
$971,000 for the three  months ended March 31, 2000 from  $944,000 for the three
months ended March 31, 1999. 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 17 basis points to 2.26% from 2.09%.

     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  the  levels of
nonperforming  and other  classified  loans.  Based on our  evaluation  of these
factors,  and based on loan  allowance  recoveries of $2,000 and  charge-offs of
$1,000 for the three months ended March 31, 2000, and  charge-offs of $4,000 for
the three months ended March 31, 1999, we made no provision for loan losses. The
allowance for loan losses decreased to $470,000, or 70.9% of total nonperforming
loans at March 31, 2000 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 make  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 March 31, 2000 and June 30, 1999 was adequate.

     Other Income.  Total other income includes  service charges and fees. Total
other income  increased by $29,000,  or 42.6%, to $97,000 from $68,000.  Service
charges  and fees  increased  by  $29,000  primarily  due to ATM fee  income and
deposit account service charges.

     Other Expense. Total other expense decreased by $5,000, or .7%, to $715,000
for the three  months  ended March 31, 2000 from  $720,000  for the three months
ended March 31,  1999.  Salaries  and  benefits  expense  increased  by $15,000,
primarily due to a $10,000 increase in employee compensation, and a $7,000

                                        8


<PAGE>



decrease in the deferral of loan  origination  costs,  as new loan  originations
decreased  during the latter period.  Data processing fees increased by $14,000,
and were partially  offset by a $13,000 decrease in federal  insurance  premiums
and  other  insurance  expense  as the  Federal  Deposit  Insurance  Corporation
("FDIC") assessment rate for Savings Association Insurance Fund ("SAIF") insured
institutions was lowered effective January 1, 2000.

     Provision  for Income Taxes.  The  provision for income taxes  increased to
$122, or 34.6% of net income before income taxes, from $101,000, or 34.6% of net
income  before  income  taxes.  The increase in the  provision  resulted from an
increase in net income before income taxes.

Comparison  of  Operating  Results for the Nine Months  Ended March 31, 2000 and
1999

     General.  Net income  increased by $134,000,  or 27.6%, to $619,000 for the
nine months ended March 31, 2000,  from $485,000 for the nine months ended March
31, 1999.  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 $399,000,  or 4.8%, to $7.9
million for the nine months  ended March 31, 2000 from $8.3 million for the nine
months ended March 31, 1999.  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  $113,000,  or 1.7%.  The increase  resulted  from a $5.9  million,  or 5.3%,
increase in the  average  balance of loans  receivable  to $117.0  million  from
$111.1  million,  partially  offset by a 28 basis point  decrease in the average
yield on the loan portfolio to 7.79% from 8.07%. 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 and a decrease in deferred loan fee income. Interest on
securities,  including  mortgage-backed  securities  and other  interest-earning
assets, decreased by $512,000, or 31.8%, to $1.1 million from $1.6 million. This
decrease resulted from a $8.2 million, or 29.0%, decrease in the average balance
of securities due to maturities and repayment of principal,  partially offset by
a 13 basis  point  increase  in the  average  yield on  securities.  The average
balance of other interest-earning  assets decreased by $5.1 million, the effects
of which were  partially  offset by a 94 basis  point  increase  in the  average
yield.

     Interest Expense.  Interest expense on deposits  decreased by $589,000,  or
11.3%,  to $4.6  million  for the nine  months  ended  March 31,  2000 from $5.2
million  for  the  nine  months  ended  March  31,  1999.  Interest  expense  on
transaction  and savings  accounts  decreased to $310,000 from $343,000,  as the
average balance of transaction and savings accounts  remained  relatively stable
at $18.1 million,  and the average cost decreased to 2.28% from 2.53%.  Interest
expense on certificate accounts decreased by $556,000, to $4.3 million from $4.9
million,  as the  average  balance of  certificate  accounts  decreased  by $5.6
million and the average  cost  decreased  by 40 basis  points.  The  decrease in
certificate accounts resulted in part from a decrease in public funds.  Interest
expense on borrowings  increased by $27,000,  to $401,000 from $374,000,  as the
average balance decreased by $80,000,  offset by an increase in the average cost
of 40 basis points.

     Net Interest Income. Net interest income increased by $163,000, or 5.9%, to
$2.9  million for the nine months ended March 31, 2000 from $2.8 million for the
nine months ended March 31, 1999.  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 35 basis points to
2.33% from 1.98%.


                                        9


<PAGE>



     Provision for Loan Losses.  Based on the factors described above, and based
on net loan  charge-offs of $2,000 and $9,000 during the nine months ended March
31, 2000 and 1999, respectively,  we made no provision for loan losses in either
period. Management believes that the allowance for loan losses at March 31, 2000
was adequate.

     Other  Income.  Total other  income  increased by  $103,000,  or 55.4%,  to
$289,000 from $186,000.  Service charges and fees increased by $63,000 primarily
due to ATM fee income  and  deposit  account  service  charges.  Gain on sale of
premises and equipment totaled $29,000 for the nine months ended March 31, 2000,
as compared to no gain for the previous period as a result of the sale of land.

     Other Expenses.  Total other expense increased by $22,000, or 1.0%, to $2.3
million for the nine months  ended March 31, 2000 from $2.3 million for the nine
months ended March 31, 1999. Salaries and benefits expense increased by $49,000,
primarily  due to a $12,000  increase  in  compensation  expense,  and a $27,000
decrease in the deferral of loan  origination  costs,  as new loan  originations
decreased  during the latter period.  Data  processing fees decreased by $68,000
due to Alamogordo  Federal's conversion of its data processing system during the
earlier period. Federal insurance premiums and other insurance expense decreased
$17,000,   primarily  due  to  the  fact  that  the  FDIC  assessment  rate  for
SAIF-insured  institutions was lowered  effective  January 1, 2000.  Advertising
expense increased by $24,000 primarily due to additional marketing programs.

     Provision  for Income Taxes.  The  provision for income taxes  increased to
$316,000, or 33.8% of net income before income taxes, from $206,000, or 29.8% 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.

Liquidity

     Alamogordo  Federal is  required  to  maintain  levels of liquid  assets as
defined by OTS  regulations.  This  requirement,  which varies from time to time
(currently set at 4%) depending upon economic  conditions and deposit flows,  is
based upon a  percentage  of  deposits  and  short-term  borrowings.  Alamogordo
Federal's  liquidity  ratio  averaged  14.15% during the quarter ended March 31,
2000, and was 10.09% at March 31, 2000.

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.


                                       10


<PAGE>


         (b) Use of proceeds.

         Not applicable

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: May 12, 2000                By:      -------------------------------------
                                           R. Miles Ledgerwood
                                           President and Chief Executive Officer


                                           /s/ Norma J. Clute
Date: May 12, 2000                By:      -------------------------------------
                                           Norma J. Clute
                                           Vice President and Treasurer












                                       11

<TABLE> <S> <C>


<ARTICLE>                                            9

<MULTIPLIER>                                   1000

<S>                             <C>
<PERIOD-TYPE>                   3-mos
<FISCAL-YEAR-END>                              Jun-30-2000
<PERIOD-END>                                   Mar-31-2000
<CASH>                                         1,688
<INT-BEARING-DEPOSITS>                         5,530
<FED-FUNDS-SOLD>                               0
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    15,523
<INVESTMENTS-CARRYING>                         2,098
<INVESTMENTS-MARKET>                           2,078
<LOANS>                                        117,096
<ALLOWANCE>                                    470
<TOTAL-ASSETS>                                 153,803
<DEPOSITS>                                     122,796
<SHORT-TERM>                                   7,000
<LIABILITIES-OTHER>                            1,132
<LONG-TERM>                                    0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     22,875
<TOTAL-LIABILITIES-AND-EQUITY>                 153,803
<INTEREST-LOAN>                                2,258
<INTEREST-INVEST>                              289
<INTEREST-OTHER>                               105
<INTEREST-TOTAL>                               2,652
<INTEREST-DEPOSIT>                             1,530
<INTEREST-EXPENSE>                             1,681
<INTEREST-INCOME-NET>                          971
<LOAN-LOSSES>                                  0
<SECURITIES-GAINS>                             0
<EXPENSE-OTHER>                                715
<INCOME-PRETAX>                                353
<INCOME-PRE-EXTRAORDINARY>                     353
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   231
<EPS-BASIC>                                    0
<EPS-DILUTED>                                  0
<YIELD-ACTUAL>                                 2.71
<LOANS-NON>                                    663
<LOANS-PAST>                                   0
<LOANS-TROUBLED>                               0
<LOANS-PROBLEM>                                971
<ALLOWANCE-OPEN>                               469
<CHARGE-OFFS>                                  1
<RECOVERIES>                                   2
<ALLOWANCE-CLOSE>                              470
<ALLOWANCE-DOMESTIC>                           470
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        0



</TABLE>


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