UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended March 31, 2015

 

OR

 

¨

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from _______________ to ______________________

 

Commission File No. 000-29655

 

Alamogordo Financial Corp.

(Exact name of registrant as specified in its charter)

 

	United States				74-2819148
(State or other jurisdiction of				(I.R.S. Employer
incorporation or organization)				Identification Number)

 

500 East 10th Street, Alamogordo, New Mexico	88310
(Address of Principal Executive Offices)	Zip Code

 

(575) 437-9334

(Registrant’s telephone number)

 

	N/A
(Former name or former address, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.

YES x NO ¨.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES x NO ¨.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

 

Shares of the Registrant’s common stock, par value $0.10 per share, issued and outstanding as of May 13, 2015 were 1,679,500.

 

  

Alamogordo Financial Corp.
FORM 10-Q

 

Index

 

		Page
Part I. Financial Information
Item 1.	Financial Statements
	Consolidated Balance Sheets as of March 31, 2015 (unaudited) and December 31, 2014	2
	Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2015 and 2014 (unaudited)	3
	Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2015 and 2014 (unaudited)	4
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014 (unaudited)	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 4.	Controls and Procedures	39
Part II. Other Information
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40
Signatures		41

 

  

Item 1. Financial Statements

 

ALAMOGORDO FINANCIAL CORP.

CONSOLIDATED BALANCE SHEETS (Unaudited)

 

		March 31, 2015				December 31, 2014
ASSETS
Cash and due from banks		$	4,924,348			$	12,708,542
Interest-bearing deposits with banks			1,590,000				2,115,431
Total cash and cash equivalents			6,514,348				14,823,973
Loans held for investment			182,105,701				175,697,082
Allowance for loan losses			(1,990,668	)			(1,707,282	)
Loans held for investment, net			180,115,033				173,989,800
Loans held for sale			12,177,399				9,429,090
Available-for-sale securities			34,978,559				29,017,912
Other real estate			620,000				820,000
Premises and equipment, net			9,901,685				10,031,492
Stock in financial institutions			1,478,147				1,905,935
Accrued interest receivable			691,688				655,201
Bank owned life insurance			5,255,603				5,223,189
Core deposit intangible			437,544				465,168
Prepaid and other assets			617,506				592,225
TOTAL ASSETS		$	252,787,512			$	246,953,985
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Deposits
Demand deposits		$	21,544,009			$	17,975,857
Savings and NOW deposits			100,967,354				100,574,790
Time deposits			78,336,999				83,388,039
Total deposits			200,848,362				201,938,686
Federal Home Loan Bank advances			20,000,000				12,500,000
Escrows			366,303				271,141
Accrued interest and other liabilities			2,508,546				2,907,827
Total liabilities			223,723,211				217,617,654
Commitments and contingencies			-				-
Stockholders’ equity
Common stock, $0.10 par value; 20,000,000 shares authorized, 1,685,132 issued, 1,679,500 outstanding at March 31, 2015 and December 31, 2014, respectively			168,552				168,552
Additional paid-in capital			9,712,854				9,714,459
Retained earnings			19,820,009				20,084,266
Accumulated other comprehensive loss			(168,360	)			(148,446	)
Treasury stock, at cost; 5,632 shares			(139,332	)			(139,332	)
Unearned employee stock ownership plan (ESOP) shares			(329,422	)			(343,168	)
Total stockholders’ equity			29,064,301				29,336,331
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	252,787,512			$	246,953,985

 

See accompanying notes.

 

  

ALAMOGORDO FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)

 

		Three Months Ended March 31,
		2015				2014
Interest income
Interest and fees on loans		$	2,637,116			$	1,525,673
Interest on securities			164,609				194,692
Interest on other interest-earning assets			21,454				6,759
Total interest income			2,823,179				1,727,124
Interest expense
Interest on deposits			332,866				230,778
Interest on borrowings			8,926				89,357
Total interest expense			341,792				320,135
Net interest income			2,481,387				1,406,989
Provision for loan losses			100,000				-
Net interest income after provision for loan losses			2,381,387				1,406,989
Noninterest income
Gain on sale of loans			888,200				568,295
Service charges and fees			50,119				55,244
Impairments of other real estate, net of gain on sale			(200,000	)			3,967
(Loss) gain on sale of securities			(13,800	)			28,730
Bank owned life insurance income			32,414				35,024
Other			44,894				39,156
Total noninterest income			801,827				730,416
Noninterest expense
Salaries and benefits			1,925,621				1,309,804
Occupancy			426,300				275,744
Data processing fees			312,335				187,798
FDIC and other insurance expense			60,600				90,720
Professional fees			232,301				144,286
Merger-related expenses			94,324				237,338
Advertising			37,569				41,441
Net other real estate expenses			6,945				17,180
Other			351,476				270,056
Total noninterest expense			3,447,471				2,574,367
Loss before income taxes			(264,257	)			(436,962	)
Provision for income taxes			-				-
NET LOSS			(264,257	)			(436,962	)
Other comprehensive (loss) income
Unrealized (loss) gain on available-for-sale securities			(19,914	)			141,239
COMPREHENSIVE LOSS		$	(284,171	)		$	(295,723	)
Loss per common share:
Basic		$	(0.16	)		$	(0.34	)
Diluted		$	(0.16	)		$	(0.34	)

 

See accompanying notes.

 

  

ALAMOGORDO FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

THREE MONTHS ENDED MARCH 31, 2015 AND 2014 (Unaudited)

 

														Accumulated
														Other
						Additional								Comprehensive								Unearned				Total
		Common				Paid-In				Retained				Income				Treasury				ESOP				Stockholders'
		Stock				Capital				Earnings				(Loss)				Stock				Shares				Equity
BALANCE, December 31, 2013		$	132,411			$	4,073,845			$	19,758,682			$	(1,064,798	)		$	(484,406	)		$	-			$	22,415,734
																											-
Net loss			-				-				(436,962	)			-				-				-				(436,962	)
Unrealized gain on available-for-sale securities			-				-				-				141,239				-				-				141,239
Sale of treasury shares to ESOP							(117,303	)											345,074				(227,771	)			-
Other			-				17,044				-				-				-				-				17,044
BALANCE, March 31, 2014		$	132,411			$	3,973,586			$	19,321,720			$	(923,559	)		$	(139,332	)		$	(227,771	)		$	22,137,055
BALANCE, December 31, 2014		$	168,552			$	9,714,459			$	20,084,266			$	(148,446	)		$	(139,332	)		$	(343,168	)		$	29,336,331
																											-
Net loss			-				-				(264,257	)			-				-				-				(264,257	)
Unrealized loss on available-for-sale securities			-				-				-				(19,914	)			-				-				(19,914	)
Amortization of ESOP award			-				(1,605	)			-				-				-				13,746				12,141
BALANCE, March 31, 2015		$	168,552			$	9,712,854			$	19,820,009			$	(168,360	)		$	(139,332	)		$	(329,422	)		$	29,064,301

 

See accompanying notes.

 

  

ALAMOGORDO FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

		Three Months Ended March 31,
		2015				2014
Cash flows from operating activities
Net loss		$	(264,257	)		$	(436,962	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization			169,228				126,083
Stock dividend on financial institution stock			(4,212	)			-
Impairments of other real estate, net of gain on sale			200,000				(3,967	)
Amortization of premiums and discounts on securities, net			131,367				154,551
ESOP expense			12,141				-
Amortization of core deposit intangible			27,624				-
Loss (gain) on sale of available-for-sale securities			13,800				(28,730	)
Gain on sale of loans			(888,200	)			(568,295	)
Proceeds from sale of loans held for sale			30,161,715				20,688,723
Funding of loans held for sale			(32,021,824	)			(20,388,105	)
Provision for loan losses			100,000				-
Earnings on bank-owned life insurance			(32,414	)			(35,024	)
Changes in operating assets and liabilities:
Accrued interest receivable			(36,487	)			(432	)
Prepaid and other assets			(25,281	)			(6,546	)
Accrued interest and other liabilities			(399,281	)			197,309
Other			-				17,042
Net cash used for operating activities			(2,856,081	)			(284,353	)
Cash flows from investing activities
Proceeds from principal payments on available-for-sale securities			1,330,908				1,428,525
Proceeds from sales of available-for-sale securities			2,286,200				2,054,999
Purchases of available-for-sale securities			(9,742,836	)			-
Net increase in loans held for investment			(6,225,233	)			(3,881,071	)
Purchases of premises and equipment			(39,421	)			(9,677	)
Redemption (purchases) of stock in financial institutions			432,000				(3,815	)
Net proceeds from sales of other real estate			-				451,091
Net cash (used for) provided by investing activities			(11,958,382	)			40,052
Cash flows from financing activities
Net (decrease) increase in deposits			(1,090,324	)			1,959,173
Net increase in escrows			95,162				81,099
Net increase (decrease) in Federal Home Loan Bank advances			7,500,000				(3,074,606	)
Net cash provided by (used for) financing activities			6,504,838				(1,034,334	)
Net decrease in cash and cash equivalents			(8,309,625	)			(1,278,635	)
Cash and cash equivalents, beginning of period			14,823,973				7,014,150
Cash and cash equivalents, end of period		$	6,514,348			$	5,735,515
Supplemental disclosures:
Interest paid on deposits and advances		$	335,632				323,079
Income taxes paid			-				-
Noncash investing and financing activities:
Transfers of loans to other real estate			-				-
Sale and financing of other real estate			-				64,629
Sale of treasury shares to ESOP			-				345,074

 

See accompanying notes.

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

 

Alamogordo Financial Corp. (the “Company”) is a savings and loan holding company that owns 100% of Bank’34 (the “Bank”). On March 31, 2008, the Bank changed its name from Alamogordo Federal Savings and Loan Association to Bank’34. Alamogordo Financial Corp. was incorporated on April 30, 1997 and is a majority-owned subsidiary of AF Mutual Holding Company. As of March 31, 2015, AF Mutual Holding Company owned 54.7% of the Company's outstanding shares of common stock.

 

The Company completed its acquisition of Bank 1440 on August 29, 2014. Merger consideration was $9.6 million, including $3.8 million in cash and 360,635 shares of Alamogordo Financial Corp. common stock valued at $5.8 million. In the merger, the Company received assets valued at $88.3 million and assumed liabilities of $75.8 million. The transaction resulted in an increase in stockholders’ equity of $8.7 million, including $5.8 million due to the fair value of shares issued and the $2.9 million bargain purchase gain recorded in the consolidated statements of comprehensive income (loss).

 

The consolidated financial statements of the Company at March 31, 2015 (unaudited) and for the three months ended March 31, 2015 and 2014 (unaudited) have been prepared in conformity with U.S. generally accepted accounting principles for interim financial information and predominant practices followed by the financial services industry. However, in management’s opinion, the interim data at March 31, 2015 and for the three months ended March 31, 2015 and 2014 includes all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of financial position and the results of operations in the interim periods. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.

 

Effective December 31, 2014, the Company changed its fiscal year from the twelve months ended June 30 to the twelve months ended December 31.

 

These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s transition report on Form 10-K-T for the period July 1, 2014 through December 31, 2014 as filed with the Securities Exchange Commission (“SEC”) on March 30, 2015.

 

The Bank provides a variety of banking services to individuals and businesses through its full-service branches in Alamogordo and Las Cruces, New Mexico and Scottsdale and Peoria, Arizona. The Bank opened a loan production office in El Paso, Texas in early 2015.

 

A large portion of the Bank’s New Mexico loans are secured by real estate in Otero and Dona Ana Counties. The economy for these Counties’ is heavily dependent on two U.S. Government military installations located in those Counties. Accordingly, the ultimate collectability of the Bank’s New Mexico loans are susceptible to changes in U.S. Government military operations in southern New Mexico.

 

The primary deposit products are demand deposits, certificates of deposit, NOW, savings and money market accounts. The primary lending products are real estate mortgage loans and commercial loans. The Bank is subject to competition from other financial institutions, regulation by certain federal agencies and undergoes periodic examinations by regulatory authorities.

 

Rising and falling interest rate environments can have various impacts on the Bank’s net interest income, depending on the short-term interest rate gap that the Bank maintains. The Bank’s net interest income is also effected by unpredictable customer behaviors including unscheduled repayments of loans, early withdrawals of deposits and other factors.

 

Basis of Presentation – The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP).

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

Basis of Consolidation – The consolidated financial statements include the accounts of Alamogordo Financial Corp. and the Bank. All significant intercompany accounts and transactions have been eliminated.

 

Reclassifications – Certain reclassifications have been made to prior period financial information to conform to the current period presentation.

 

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant estimates include, but are not limited to, allowance for loan losses, useful lives used in depreciation and amortization, deferred income taxes and related valuation allowance, valuation of other real estate and core deposit intangibles.

 

Recent Accounting Pronouncements – In January 2014, the FASB issued ASU No. 2014-04, "Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure." The objective of this guidance is to clarify when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. ASU No. 2014-04 states that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, ASU No. 2014-04 requires interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. ASU No. 2014-04 is effective for interim and annual reporting periods beginning after December 15, 2014. The adoption of ASU No. 2014-04 did not have a material impact on the Company's Consolidated Financial Statements.

 

NOTE 2 – BUSINESS COMBINATION

 

On August 29, 2014 (“acquisition date”), the Company acquired 100% of the outstanding stock of Bank 1440, a state-chartered commercial bank headquartered in Phoenix, Arizona with approximately $88.3 million in assets at fair value and two branches. Bank 1440 shareholders received $0.94 in cash and 0.17064 shares of the Company’s common stock in exchange for each share of Bank 1440 common stock and Series A preferred stock, resulting in the Company issuing 360,635 shares of its common stock, subject to adjustment for cash paid in lieu of fractional shares. The acquisition resulted from a combination of expected synergies and the intent to expand business operations in Phoenix, Arizona.

 

The Bank 1440 transaction was accounted for using the acquisition method of accounting and accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition date. Per the applicable accounting guidance for business combinations, these fair values are subject to refinement for up to one year after the closing date of the acquisition as additional information relative to closing date fair values become available.

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

A bargain purchase gain of $2.9 million was recognized in noninterest income during the quarter ended September 30, 2014, which is calculated as the excess of net identifiable assets acquired at $12.5 million over consideration transferred of $9.6 million. No tax benefit or expense was recognized on the fair market value adjustments since the Company and Bank 1440 both had 100% valuation allowances against their net deferred tax assets and neither had been imputing tax benefits or expense on current income due to past years net operating losses. The following tables provide the purchase price calculation as of the acquisition date and the identifiable assets purchased and the liabilities assumed at their estimated fair value.

 

		August 29,
		2014
Purchase Price
Gross Company Shares Issued			360,635
Closing price per share of the Company's Common Stock		$	16.00
Stock Consideration (0.17064 ratio)		$	5,770,160
Option and Warrant consideration		$	1,298,629
20% Cash & Cash in Lieu			2,105,785
Dissenters Payments			400,000
Cash Consideration		$	3,804,414
Total purchase price		$	9,574,574

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

ASSETS
Cash and due from banks		$	2,208,730
Available-for-sale securities			17,365,877
Loans held for investment, net			67,383,915
Premises and equipment, net			326,428
Core deposit intangible			502,000
Accrued interest receivable and other assets			482,354
Total assets		$	88,269,304			$	88,269,304
LIABILITIES
Deposits		$	75,504,917
Federal Home Loan Bank advances			-
Accrued interest and other liabilities			290,966
Total liabilities		$	75,795,883				(75,795,883	)
Net identifiable assets acquired						$	12,473,421
Total purchase price							(9,574,574	)
Bargain purchase gain						$	2,898,847

 

Bank 1440’s results of operations are not included in the Company’s consolidated statements of comprehensive income (loss) for the three months ended March 31, 2014.

 

Merger-related charges of $94,000 and $237,000 were recorded in the Company’s consolidated statements of comprehensive loss as noninterest expense for the three months ended March 31, 2015 and 2014, respectively, and include incremental costs to integrate the operations of the Company and Bank 1440. Such expenses were for professional services including legal fees, costs related to termination of existing contractual arrangements for various services and other costs. Core operating systems were converted in March 2015.

 

The following table provides the unaudited pro forma information for the results of operations for the three months ended March 31, 2015 compared to 2014 as if the acquisition had occurred January 1. These adjustments include the impact of certain purchase accounting adjustments including accretion of loan discounts, core deposit intangible amortization, fixed asset depreciation and deposit premium amortization. In addition, the merger expenses previously discussed are included in each period presented. The Company expects to achieve operating cost savings and other business synergies as a result of the acquisition which are not reflected in the pro forma amounts. These unaudited pro forma results are presented for illustrative purposes and are not intended to represent or be indicative of the actual results of operations of the combined corporation that would have been achieved had the acquisition occurred at the beginning of each period presented, nor are they intended to represent or be indicative of future results of operations.

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

Pro-Forma Results of Operations

 

		In 000's
		Three Months Ended March 31,
		2015				2014
Total revenue, net of interest expense		$	3,283			$	3,095
Net loss		$	264			$	338

 

In many cases, determining the fair value of the acquired assets and assumed liabilities required the Company to estimate cash flows expected to result from those assets and liabilities and to discount those cash flows at appropriate rates of interest. The most significant of those determinations relates to the valuation of acquired loans. For such loans, the excess of cash flows expected at acquisition over the estimated fair value is recognized as interest income over the remaining lives of the loans. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition reflects the impact of estimated credit losses and other factors, such as prepayments. In accordance with GAAP, there was no carry-over of Bank 1440’s previously established allowance for loan losses.

 

All of the acquired loans were evaluated for evidence of credit quality deterioration and none were found to be accountable under ASC 310-30 (acquired impaired). All acquired loans are accounted for under ASC 310-20 (acquired non-impaired). The fair value of the acquired loans at the acquisition date was $67.4 million. The gross contractually required principal and interest payments receivable for acquired loans was $68.5 million.

 

The fair value of the investment securities acquired was approximately $17.4 million.

 

NOTE 3 – DEBT SECURITIES

 

Debt securities have been classified in the consolidated balance sheets according to management’s intent at March 31, 2015 and December 31, 2014. The carrying amount of securities and their approximate fair values were as follows:

 

		Gross				Gross				Gross
		Amortized				Unrealized				Unrealized
		Cost				Gains				Losses				Fair Value
March 31, 2015
Available-for-sale securities
Mortgage-backed securities		$	28,545,086			$	76,199			$	(235,024	)		$	28,386,261
U.S. Government agencies			4,172,237				17,433				(36,269	)			4,153,401
Municipal obligations			2,429,596				14,906				(5,605	)			2,438,897
		$	35,146,919			$	108,538			$	(276,898	)		$	34,978,559
December 31, 2014
Available-for-sale securities
Mortgage-backed securities		$	21,797,221			$	72,984			$	(142,394	)		$	21,727,811
U.S. Government agencies			4,925,972				4,355				(73,798	)			4,856,529
Municipal obligations			2,443,165				9,059				(18,652	)			2,433,572
		$	29,166,358			$	86,398			$	(234,844	)		$	29,017,912

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

Proceeds from the sale of available-for-sale securities and resulting net (losses) gains were as follows:

 

		Three Months Ended March 31,
		2015				2014
Proceeds from sale		$	2,286,200			$	2,054,999
(Losses) gains, net		$	(13,800	)		$	28,730

 

Amortized cost and fair value of securities by contractual maturity as of March 31, 2015 are shown below. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been allocated over maturity groupings based on the actual contractual maturities of underlying collateral. The mortgage-backed securities may mature earlier than their actual contractual maturities because of principal prepayments. Expected maturities may differ from contractual maturities because borrowers may call or prepay obligations.

 

The scheduled maturities of available-for-sale securities at March 31, 2015 were as follows:

 

		Available-for-Sale Securities
		Amortized				Fair
		Cost				Value
Due in one year or less		$	-			$	-
Due after one to five years			27,167,192				27,009,922
Due after five to ten years			7,979,727				7,968,637
Due after ten years			-				-
Totals		$	35,146,919			$	34,978,559

 

At March 31, 2015 and December 31, 2014, there were no holdings of securities of any one issuer, other than the U.S. Government, its agencies and U.S. Government-Sponsored Enterprises (GSE’s) in an amount greater than 10% of stockholders’ equity.

 

At March 31, 2015, mortgage-backed securities included collateralized mortgage obligations of $6.9 million, which are backed by single-family mortgage loans. The Company does not hold any securities backed by commercial real estate loans.

 

Gross Unrealized Losses and Fair Value – The following tables show the gross unrealized losses and fair values of securities by length of time that individual securities in each category have been in a continuous loss position. At March 31, 2015, all of the securities held by the Company were issued by U.S. Government-sponsored enterprises and agencies, primarily Fannie Mae and Freddie Mac, institutions which the government has affirmed its commitment to support.

 

Because the decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at March 31, 2015 or December 31, 2014.

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

		March 31, 2015
		Less Than 12 Months								12 Months or More								Total
						Gross								Gross								Gross
Description of						Unrealized								Unrealized								Unrealized
Securities		Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
Available-for-sale securities:
Mortgage-backed securities		$	13,200,890			$	(91,418	)		$	11,876,004			$	(143,606	)		$	25,076,894			$	(235,024	)
U.S. Government agencies			1,682,209				(8,520	)			1,644,877				(27,749	)			3,327,086				(36,269	)
Municipal obligations			722,603				(5,605	)			-				-				722,603				(5,605	)
Total temporarily impaired securities		$	15,605,702			$	(105,543	)		$	13,520,881			$	(171,355	)		$	29,126,583			$	(276,898	)

 

		December 31, 2014
		Less Than 12 Months								12 Months or More								Total
						Gross								Gross								Gross
Description of						Unrealized								Unrealized								Unrealized
Securities		Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
Available-for-sale securities:
Mortgage-backed securities		$	12,923,685			$	(142,394	)		$	-			$	-			$	12,923,685			$	(142,394	)
U.S. Government agencies			3,969,042				(73,798	)			-				-				3,969,042				(73,798	)
Municipal obligations			1,300,632				(18,652	)			-				-				1,300,632				(18,652	)
Total temporarily impaired securities		$	18,193,359			$	(234,844	)		$	-			$	-			$	18,193,359			$	(234,844	)

 

Loans and securities of approximately $115.4 million at March 31, 2015 were pledged to secure FHLB advances. In addition, securities carried at approximately $3.3 million at March 31, 2015 were pledged to secure public deposits.

 

NOTE 4 – LOANS HELD FOR INVESTMENT, NET

 

The components of loans held for investment, net in the consolidated balance sheets were as follows:

 

		March 31, 2015								December 31, 2014
		Amount				Percent				Amount				Percent
Loans held for investment, net:
Commercial real estate		$	138,088,036				75.5	%		$	129,948,473				73.7	%
Residential real estate			32,899,925				18.0	%			32,959,380				18.7	%
Commercial and industrial			7,266,947				4.0	%			8,594,344				4.9	%
Consumer and other			4,496,827				2.5	%			4,816,230				2.7	%
Total gross loans			182,751,735				100.0	%			176,318,427				100.0	%
Unamortized loan fees			(646,034	)							(621,345	)
Loans held for investment			182,105,701								175,697,082
Allowance for loan losses			(1,990,668	)							(1,707,282	)
Loans held for investment, net		$	180,115,033							$	173,989,800

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

At March 31, 2015 and December 31, 2014, commercial real estate loans include construction loans of $17.7 million and $13.0 million, respectively.

 

Allowance for Loan Losses and Recorded Investment in Loans – The following is a summary of the allowance for loan losses and recorded investment in loans:

 

		As of March 31, 2015
		Commercial				Residential				Commercial				Consumer and
		Real Estate				Real Estate				and Industrial				Other				Total
Allowance for loan losses
Ending balance:  individually evaluated for impairment		$	-			$	331,447			$	-			$	-			$	331,447
Ending balance:  collectively evaluated for impairment			1,032,311				566,595				38,317				21,998				1,659,221
Total		$	1,032,311			$	898,042			$	38,317			$	21,998			$	1,990,668
Gross loans
Ending balance:  individually evaluated for impairment		$	2,253,917			$	1,505,122			$	-			$	-			$	3,759,039
Ending balance:  collectively evaluated for impairment			135,834,119				31,394,803				7,266,947				4,496,827				178,992,696
Total		$	138,088,036			$	32,899,925			$	7,266,947			$	4,496,827			$	182,751,735

 

		As of December 31, 2014
		Commercial				Residential				Commercial				Consumer and
		Real Estate				Real Estate				and Industrial				Other				Total
Allowance for loan losses
Ending balance:  individually evaluated for impairment		$	-			$	-			$	-			$	-			$	-
Ending balance:  collectively evaluated for impairment			1,125,491				387,801				177,820				16,170				1,707,282
Total		$	1,125,491			$	387,801			$	177,820			$	16,170			$	1,707,282
Gross loans
Ending balance:  individually evaluated for impairment		$	2,512,377			$	491,780			$	16,795			$	-			$	3,020,953
Ending balance:  collectively evaluated for impairment			127,436,096				32,467,600				8,577,548				4,816,230				173,297,474
Total		$	129,948,473			$	32,959,380			$	8,594,344			$	4,816,230			$	176,318,427

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

The following is a summary of activities for the allowance for loan losses for the three months ended March 31, 2015 and 2014:

 

		Three Months Ended March 31,
		2015				2014
Beginning balance		$	1,707,282			$	1,733,097
Provision for loan losses			100,000				-
Charge-offs:
Commercial real estate			-				-
Residential real estate			-				-
Consumer and other			(160	)			(267	)
Total charge-offs			(160	)			(267	)
Recoveries:
Commercial real estate			183,546				29,700
Residential real estate			-				-
Consumer and other			-				152
Total recoveries			183,546				29,852
Net recoveries			183,386				29,585
Ending balance		$	1,990,668			$	1,762,682

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

Nonperforming Assets – The following table presents an aging analysis of the recorded investment in past due loans as of March 31, 2015 and December 31, 2014. Payment activity is reviewed by management on a monthly basis to determine the performance of each loan. Per Company policy, as of March 31, 2015 and December 31, 2014, all loans past due 90 days are no longer accruing interest.

 

		Past Due																				Total
										90 Days												Financing
		30 - 59 Days				60 - 89 Days				or More				Total				Current				Receivables
March 31, 2015
Commercial real estate		$	-			$	-			$	135,836			$	135,836			$	137,952,200			$	138,088,036
Residential real estate			899,223				974,311				27,710				1,901,244				30,998,681				32,899,925
Commercial and  industrial			-				-				-				-				7,266,947				7,266,947
Consumer and other			-				-				-				-				4,496,827				4,496,827
Totals		$	899,223			$	974,311			$	163,546			$	2,037,080			$	180,714,655			$	182,751,735

 

		Past Due																				Total
										90 Days												Financing
		30 - 59 Days				60 - 89 Days				or More				Total				Current				Receivables
December 31, 2014
Commercial real estate		$	-			$	894,137			$	-			$	894,137			$	129,054,336			$	129,948,473
Residential real estate			945,427				149,832				113,239				1,208,498				31,750,882				32,959,380
Commercial and      industrial			-				-				-				-				8,594,344				8,594,344
Consumer and other			-				-				-				-				4,816,230				4,816,230
Totals		$	945,427			$	1,043,969			$	113,239			$	2,102,635			$	174,215,792			$	176,318,427

 

The following table sets forth nonaccrual loans and other real estate (ORE) at March 31, 2015 and December 31, 2014:

 

		March 31,				December 31,
		2015				2014
Nonaccrual loans
Commercial real estate		$	366,937			$	616,605
Residential real estate			1,114,103				181,284
Commercial and industrial			-				16,795
Consumer and other			-				-
Total nonaccrual loans			1,481,039				814,684
Other real estate (ORE) - commercial			620,000				820,000
Total nonperforming assets		$	2,101,039			$	1,634,684
Nonperforming assets to gross loans held for investment and ORE			1.15	%			0.92	%
Nonperforming assets to total assets			0.83	%			0.66	%

 

Other real estate at March 31, 2015 and December 31, 2014 consisted of one commercial property. At March 31, 2015, the recorded investment in residential real estate loans that is in the process of foreclosure according to local jurisdiction requirements was $28,000.

 

 

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

Credit Quality Indicators – The following tables represent the credit exposure by internally assigned grades at March 31, 2015 and December 31, 2014. This grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements in accordance with the loan terms. The Bank’s internal credit risk grading system is based on management’s experiences with similarly graded loans. Credit risk grades are reassessed each quarter based on any recent developments potentially impacting the creditworthiness of the borrower, as well as other external statistics and factors, which may affect the risk characteristics of the respective loan.

 

The Bank’s internally assigned grades are as follows:

 

Pass – Strong credit with no existing or known potential weaknesses deserving of management’s close attention.

 

Special Mention – Potential weaknesses that deserve management’s close attention. borrower and guarantor’s capacity to meet all financial obligations is marginally adequate or deteriorating.

 

Substandard – Inadequately protected by the paying capacity of the borrower and/or collateral pledged. The borrower or guarantor is unwilling or unable to meet loan terms or loan covenants for the foreseeable future.

 

Doubtful – All the weakness inherent in one classified as substandard with the added characteristic that those weaknesses in place make the collection or liquidation in full, on the basis on current conditions, highly questionable and improbable.

 

Loss – Considered uncollectible or no longer a bankable asset. This classification does not mean that the asset has absolutely no recoverable value. In fact, a certain salvage value is inherent in these loans. Nevertheless, it is not practical or desirable to defer writing off a portion or all of a perceived asset even though partial recovery may be collected in the future.

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

		As of March 31, 2015
		Commercial				Residential				Commercial				Consumer and
		Real Estate				Real Estate				and Industrial				Other				Total
Grade
Pass		$	134,701,058			$	31,394,802			$	7,191,947			$	4,496,827			$	177,784,634
Special mention			1,133,061				-				75,000				-				1,208,061
Substandard			2,253,917				1,505,123				-				-				3,759,040
Doubtful			-				-				-				-				-
Loss			-				-				-				-				-
Totals		$	138,088,036			$	32,899,925			$	7,266,947			$	4,496,827			$	182,751,735

 

		As of December 31, 2014
		Commercial				Residential				Commercial				Consumer and
		Real Estate				Real Estate				and Industrial				Other				Total
Grade
Pass		$	126,864,801			$	32,382,072			$	8,577,548			$	4,816,230			$	172,640,651
Special mention			571,294				85,528				-				-				656,823
Substandard			2,512,377				491,780				16,795				-				3,020,953
Doubtful			-				-				-				-				-
Loss			-				-				-				-				-
Totals		$	129,948,473			$	32,959,380			$	8,594,344			$	4,816,230			$	176,318,427

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

Impaired Loans – The following table includes the recorded investment and unpaid principal balances for impaired loans with the associated allowance amount, if applicable. Management determined the specific allowance based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the remaining source of repayment for the loan is the operation or liquidation of the collateral. In those cases, the current fair value of the collateral, less selling costs was used to determine the specific allowance recorded.

 

During the three months ended March 31, 2015 and 2014, no interest income was recognized on these loans subsequent to their classification as impaired.

 

		As of March 31, 2015
						Principal								Average
		Recorded				Net of				Related				Recorded
		Investment				Charge-offs				Allowance				Investment
With no related allowance recorded:
Commercial real estate		$	847,190			$	847,190			$	-			$	855,746
Residential real estate			181,876				181,876				-				179,343
Commercial and industrial			-				-				-				-
Consumer and other			-				-				-				-
With an allowance recorded:
Residential real estate		$	932,227			$	932,227			$	331,447			$	932,227
Total:
Commercial real estate		$	847,190			$	847,190			$	-			$	855,746
Residential real estate			1,114,103				1,114,103				331,447				1,111,570
Commercial and industrial			-				-				-				-
Consumer and other			-				-				-				-

 

		As of December 31, 2014
						Principal								Average
		Recorded				Net of				Related				Recorded
		Investment				Charge-offs				Allowance				Investment
With no related allowance recorded:
Commercial real estate		$	1,099,680			$	1,099,680			$	-			$	1,103,367
Residential real estate			181,284				181,284				-				186,279
Commercial and industrial			16,795				16,795				-				16,795
Consumer and other			-				-				-				-
With an allowance recorded:		$	-			$	-			$	-			$	-
Total:
Commercial real estate		$	1,099,680			$	1,099,680			$	-			$	1,103,367
Residential real estate			181,284				181,284				-				186,279
Commercial and industrial			16,795				16,795				-				16,795
Consumer and other			-				-				-				-

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

Certain loans within the Company’s loan and real estate owned portfolios are guaranteed by the Veterans Administration (VA). In the event of default by the borrower, the VA can elect to pay the guaranteed amount or take possession of the property. If the VA takes possession of the property, the Company is entitled to be reimbursed for the outstanding principal balance, accrued interest and certain other expenses. There were no commitments from the VA to take title to foreclosed VA properties at March 31, 2015 and December 31, 2014.

 

Troubled Debt Restructurings – Restructured loans are considered “troubled debt restructurings” if due to the borrower’s financial difficulties, the Bank has granted a concession that we would not otherwise consider. This may include a transfer of real estate or other assets from the borrower, a modification of loan terms, rates, or a combination of the two. All troubled debt restructurings placed on nonaccrual status must show no less than six months of repayment performance by the borrower in accordance with contractual terms to return to accrual status. Once a loan has been identified as a troubled debt restructuring, it will continue to be reported as such until the loan is paid in full.

 

		Number of Modifications				Recorded Investment Pre-Modification				Recorded Investment Post-Modification				Principal Net of Charge-offs
March 31, 2015
Commercial real estate			2			$	742,312			$	760,575			$	711,354
Residential real estate			-				-				-				-
Commercial and industrial			-				-				-				-
Consumer and other			-				-				-				-
Totals			2			$	742,312			$	760,575			$	711,354
December 31, 2014
Commercial real estate			3			$	1,016,728			$	1,137,660			$	963,844
Residential real estate			-				-				-				-
Commercial and industrial			1				99,040				113,053				16,795
Consumer and other			-				-				-				-
Totals			4			$	1,115,768			$	1,250,712			$	980,639

 

Troubled debt restructurings (post-modification) were the result of adding real estate taxes to the loan, along with legal costs related to bankruptcies. There were no allocated specific allowances related to these credits and there were no commitments to lend additional amounts to these customers as of March 31, 2015 and December 31, 2014.

 

During the three months ended March 31, 2015, there was one commercial real estate loan of $235,000, which was modified as a troubled debt restructuring. This restructuring was not in default during the three months ended March 31, 2015. In addition, one commercial real estate loan and one commercial business loan classified as troubled debt restructurings were paid off in 2015 and one commercial real estate loan was restructured at a market interest rate.

 

During the three months ended March 31, 2014, there was one commercial real estate loan of $83,000, which was modified as a troubled debt restructuring. This restructuring was not in default during the three months ended March 31, 2014.

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

Nonaccrual troubled debt restructurings as of March 31, 2015 and December 31, 2014 amounted to $231,000 and $498,000, respectively. There were no commitments to lend additional amounts to these customers as of March 31, 2015 and December 31, 2014.

 

In the normal course of business, the Company may modify a loan for a credit worthy borrower where the modified loan is not considered a troubled debt restructuring. In these cases, the modified terms are consistent with loan terms available to credit worthy borrowers and within normal loan pricing. The modifications to such loans are done according to existing underwriting standards which include review of historical financial statements, including current interim information, if available, an analysis of the causes of the borrower’s decline in performance and projections, to assess repayment ability going forward.

 

NOTE 5 – CORE DEPOSIT INTANGIBLE

 

The gross carrying value and accumulated amortization of core deposit intangible is as follows:

 

		March 31,				December 31,
		2015				2014
Gross carrying value		$	502,000			$	502,000
Less accumulated amortization			(64,456	)			(36,832	)
Core deposit intangible		$	437,544			$	465,168

 

Amortization of core deposit intangible was $27,624 and $0 for the three months ended March 31, 2015 and 2014, respectively.

 

NOTE 6 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

 

In the normal course of business, the Bank has outstanding commitments to extend credit and standby letters of credit, which are not included in the accompanying financial statements. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Bank uses the same credit policies in making commitments as it does for instruments that are included in the consolidated balance sheets.

 

Financial instruments whose contractual amounts represent off-balance-sheet credit risk are as follows as of March 31, 2015 and December 31, 2014:

 

		March 31,				December 31,
		2015				2014
Commitments to originate and sell mortgage loans		$	20,264,776			$	9,426,644
Commitments to extend credit			13,167,405				19,319,363
Unused lines of credit			4,747,579				4,319,272
Standby letters of credit			71,579				71,579
Totals		$	38,251,339			$	33,136,858

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation. Collateral held varies and may include accounts receivable, inventory, property and equipment, and income-producing commercial properties.

 

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third-party. Standby letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank’s policy for obtaining collateral, and the nature of such collateral, is essentially the same as that involved in making commitments to extend credit.

 

NOTE 7 – REGULATORY MATTERS

 

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators, that if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines involving quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors.

 

Prior to January 1, 2015, quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total risk-based capital and Tier 1 capital to risk-weighted assets, and Tier 1 capital to adjusted total assets.

 

Effective January 1, 2015, regulatory capital rules promulgated under Basel III establish a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), set a uniform 4.0% leverage ratio regardless of examination rating, increase the minimum Tier 1 capital to risk-based assets requirement (from 4.0% to 6.0% of risk-weighted assets) and assign a higher risk weight (150%) to exposures (excludes residential mortgages), that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The rule limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. The capital conservation buffer requirement will be phased in at 0.625% per year beginning January 1, 2016 and ending January 1, 2019, when the full 2.5% capital conservation buffer requirement will be effective.

 

Management believes, as of March 31, 2015 and December 31, 2014, that the Bank meets all capital adequacy requirements to which it is subject.

 

Banks are also subject to certain restrictions on the amount of dividends that they may declare without prior regulatory approval or non-objection.

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

As of March 31, 2015 and December 31, 2014, the Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank will have to maintain minimum total risk-based, Tier 1 risk-based, common equity Tier 1 risk-based and Tier 1 leverage ratios as disclosed in the table below. There are no conditions or events that management believes have changed the Bank’s prompt corrective action category.

 

The Bank’s actual and required capital amounts and ratios are as follows:

 

																To be Well
																Capitalized Under
										For Capital						Prompt Corrective
		Actual								Adequacy Purposes						Action Provisions
		Amount				Ratio				Amount				Ratio		Amount				Ratio
As of March 31, 2015:
(Dollars in thousands)
Total Capital (to Risk-Weighted Assets)		$	30,928				16.55	%		$	14,947			>8.00%		$	18,683			>10.00%
Tier I Capital (to Risk-Weighted Assets)		$	28,937				15.49	%		$	11,210			>6.00%		$	14,947			>8.00%
Common Equity Tier I Capital (to Risk-Weighted Assets)		$	28,937				15.49	%		$	8,407			>4.50%		$	12,144			>6.50%
Tier I Capital (to Average Assets)		$	28,937				11.62	%		$	9,958			>4.00%		$	12,447			>5.00%
As of December 31, 2014: (Dollars in thousands)
Total Capital (to Risk-Weighted Assets)		$	30,574				17.09	%		$	14,313			>8.00%		$	17,891			>10.00%
Tier I Capital (to Risk-Weighted Assets)		$	28,867				16.13	%		$	7,157			>4.00%		$	10,735			>6.00%
Tier I Capital (to Average Assets)		$	28,867				11.68	%		$	9,887			>4.00%		$	12,359			>5.00%

 

NOTE 8 – FAIR VALUES OF FINANCIAL INSTRUMENTS

 

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at March 31, 2015 and December 31, 2014.

 

Available for sale Securities – Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly-liquid government bonds, mortgage products and exchange-traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include certain collateralized mortgage and debt obligations and certain municipal securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include certain residual municipal securities and other less liquid securities.

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

Loans Held for Sale – The fair value of loans held for sale is based on quoted market prices from FHLMC. FHLMC quotes are updated daily and represent prices at which loans are exchanged in high volumes and in a liquid market.

 

Other Real Estate – Other real estate is fair valued under Level 3 based on property appraisals less estimated disposition costs, which include both observable and unobservable inputs, at the time of transfer and as appropriate thereafter.

 

Loans Held for Investment – Loans held for investment are generally not recorded at fair value on a recurring basis. Periodically, the Bank records nonrecurring adjustments to the carrying value of these -loans based on fair value measurements for loans subject to impairment. The valuation of fair value for impaired loans is typically determined using a combination of observable inputs, such as interest rates, contract terms, appraisals of collateral supporting the loan and recent comparable sales of similar properties, and unobservable inputs such as creditworthiness, disposition costs and underlying cash flows associated with the loan. Since the estimates of fair value utilized for loans also involve unobservable inputs, valuations of impaired loans have been classified as Level 3.

 

The following table sets forth by level, within the fair value hierarchy, the Bank’s assets at fair value as of:

  

		Fair Value Measurements Using
		Quoted Prices				Significant
		in Active				Other				Significant
		Markets for				Observable				Unobservable
		Identical Assets				Inputs				Inputs
		Level 1				Level 2				Level 3				Fair Value
March 31, 2015
Recurring basis
Mortgage-backed securities		$	-			$	28,386,261			$	-			$	28,386,261
U.S. Government agencies			-				4,153,401				-				4,153,401
Municipal obligations			-				2,438,897				-				2,438,897
Nonrecurring basis
Loans held for sale			-				12,177,399				-				12,177,399
Other real estate			-				-				620,000				620,000
Impaired loans			-				-				1,961,293				1,961,293
Totals		$	-			$	47,155,958			$	2,581,293			$	49,737,251
December 31, 2014
Recurring basis
Mortgage-backed securities		$	-			$	21,727,811			$	-			$	21,727,811
U.S. Government agencies			-				4,856,529				-				4,856,529
Municipal obligations			-				2,433,572				-				2,433,572
Nonrecurring basis
Loans held for sale			-				9,429,090				-				9,429,090
Other real estate			-				-				820,000				820,000
Impaired loans			-				-				1,297,759				1,297,759
Totals		$	-			$	38,447,002			$	2,117,759			$	40,564,761

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

The fair values of certain of these instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Bank does not know whether the fair values shown represent values at which the respective financial instruments could be sold individually or in the aggregate.

 

The following table presents estimated fair values of the Company’s financial instruments as of March 31, 2015 and December 31, 2014.

 

		March 31, 2015
										Quoted Prices				Significant
										in Active				Other				Significant
										Markets for				Observable				Unobservable
		Carrying								Identical Assets				Inputs				Inputs
		Amount				Fair Value				Level 1				Level 2				Level 3
		(In thousands)
Financial assets:
Cash and due from banks		$	4,924			$	4,924			$	4,924			$	-			$	-
Interest-bearing deposits
with banks			1,590				1,590				1,590				-				-
Available-for-sale securities			34,979				34,979				-				34,979				-
Loans held for sale			12,177				12,177				-				12,177				-
Loans held for investment, net			180,115				182,419				-				-				182,419
Stock in financial institutions			1,478				1,478				-				1,478				-
Financial liabilities:
Demand, savings and NOW
deposits		$	122,511			$	122,027			$	122,027			$	-			$	-
Time deposits			78,337				78,380				-				78,380				-
Federal Home Loan Bank advances			20,000				20,013				-				20,013				-

  

		December 31, 2014
										Quoted Prices				Significant
										in Active				Other				Significant
										Markets for				Observable				Unobservable
		Carrying								Identical Assets				Inputs				Inputs
		Amount				Fair Value				Level 1				Level 2				Level 3
		(In thousands)
Financial assets:
Cash and due from banks		$	12,709			$	12,709			$	12,709			$	-			$	-
Interest-bearing deposits with banks			2,115				2,115			$	2,115				-				-
Available-for-sale securities			29,018				29,018				-				29,018				-
Loans held for sale			9,429				9,429				-				9,429				-
Loans held for investment, net			173,990				175,417				-				-				175,417
Stock in financial institutions			1,906				1,906				-				1,906				-
Financial liabilities:
Demand, savings and NOW deposits		$	118,551			$	117,285			$	117,285			$	-			$	-
Time deposits			83,388				83,571				-				83,571				-
Federal Home Loan Bank advances			12,500				12,503				-				12,503				-

 

  

ALAMOGORDO FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015 AND DECEMBER 31, 2014

 

The following methods and assumptions were used to estimate the fair value of the additional classes of financial instruments shown:

 

Cash and Due from Banks, Interest-Bearing Deposits with Banks and Stock in Financial Institutions – The carrying amount approximates fair value.

 

Deposits and Federal Home Loan Bank (FHLB) Advances – For demand, savings and NOW deposits, the carrying amount approximates fair value. The fair value of time deposits and FHLB advances is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits and advances of similar remaining maturities.

 

NOTE 9 – LOSS PER SHARE

 

Loss Per Share – Basic loss per share have been calculated based upon the weighted-average number of common shares outstanding. All ESOP shares, including those not yet committed to be released or allocated to participants, are considered outstanding. The calculation of diluted weighted-average shares outstanding for the three months ended March 31, 2015 and 2014 excludes 18,020 and 21,420 shares issuable pursuant to outstanding stock options because their effect would be anti-dilutive.

 

		Three Months Ended
		March 31,
		2015				2014
Net loss		$	(264,257	)		$	(436,962	)
Weighted-average shares outstanding			1,679,500				1,295,066
Loss per common share:
Basic		$	(0.16	)		$	(0.34	)
Diluted		$	(0.16	)		$	(0.34	)

 

  

Item 2. Management’s Discussion of Financial Condition and Results of Operations

 

Management’s discussion and analysis of financial condition and results of operations at March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and 2014 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto, appearing in Part 1, Item 1 of this report.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements contained in this document that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (referred to as the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (referred to as the Securities Exchange Act), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

 

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including among other things, changes in general economic and business conditions. Because of these and other uncertainties, Alamogordo Financial Corp.’s actual results, performance or achievements, or industry results, may be materially different from the results indicated by these forward-looking statements. You should not place undue reliance on any forward-looking statements, which speak only as of the dates on which they were made. Alamogordo Financial Corp. is not undertaking an obligation to update these forward-looking statements, even though its situation may change in the future, except as required under federal securities law. Alamogordo Financial Corp. qualifies all of its forward-looking statements by these cautionary statements.

 

Merger

 

The Company completed its acquisition of Bank 1440 on August 29, 2014. Merger consideration was $9.6 million, including $3.8 million in cash and 360,635 shares of Alamogordo Financial Corp. common stock valued at $5.8 million. In the merger, the Company received assets valued at $88.3 million and assumed liabilities of $75.8 million. The transaction resulted in an increase in stockholders’ equity of $8.7 million, including $5.8 million due to the fair value of shares issued and the $2.9 million bargain purchase gain recorded in the consolidated statements of comprehensive income (loss).

 

Further information regarding the merger transaction can be found in Note 2 of the Unaudited Consolidated Financial Statements in Item 1 of this document.

 

Critical Accounting Policies

 

Critical accounting policies are those that involve significant judgments and assumptions by management and that have, or could have, a material impact on our income or the carrying value of our assets. Our critical accounting policies are those related to our allowance for loan losses, the evaluation of other-than-temporary impairment of investment securities, the valuation of and our ability to realize deferred tax assets and the measurement of fair values of financial instruments.

 

Allowance for Loan Losses. The allowance for loan losses is calculated with the objective of maintaining an allowance necessary to absorb credit losses inherent in the loan portfolio. Management’s determination of the adequacy of the allowance is based on periodic evaluations of the loan portfolio and other relevant factors. However, this evaluation is inherently subjective, as it requires an estimate of the loss content for each risk rating and for each impaired loan, an estimate of the amounts and timing of expected future cash flows, and an estimate of the value of collateral.

 

  

We have established a systematic method of periodically reviewing the credit quality of the loan portfolio in order to establish an allowance for loan losses. The allowance for loan losses is based on our current judgments about the credit quality of individual loans and segments of the loan portfolio. The allowance for loan losses is established through a provision for loan losses based on our evaluation of the probable losses inherent in the loan portfolio, and considers all known internal and external factors that affect loan collectability as of the reporting date. Our evaluation, which includes a review of loans on which full collectability may not be reasonably assured, considers among other matters, the estimated net realizable value or the fair value of the underlying collateral, economic conditions, historical loan loss experience, our knowledge of inherent losses in the portfolio that are probable and reasonably estimable and other factors that warrant recognition in providing an appropriate loan loss allowance. Management believes this is a critical accounting policy because this evaluation involves a high degree of complexity and requires us to make subjective judgments that often require assumptions or estimates about various matters.

 

The allowance for loan losses consists primarily of specific allocations and general allocations. Specific allocations are made for loans that are determined to be impaired. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral, including adjustments for market conditions and selling expenses. The general allocation is determined by segregating the remaining loans by type of loan, risk weighting and payment history. We also analyze delinquency trends, general economic conditions and geographic and industry concentrations. This analysis establishes factors that are applied to the loan groups to determine the amount of the general allowance. The principal assumption used in calculating the allowance for loan losses is the estimate of loss for each risk rating. Actual loan losses may be significantly more than the allowance we have established, which could have a material negative effect on our financial results.

 

Other-Than-Temporary Impairment. In estimating other-than-temporary impairment of investment securities, securities are evaluated on at least a quarterly basis, to determine whether a decline in their value is other-than-temporary. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) whether or not we intend to sell or expect that it is more likely than not that we will be required to sell the investment security prior to an anticipated recovery in fair value. Once a decline in value for a debt security is determined to be other than temporary, the other-than-temporary impairment is separated in (a) the amount of total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to credit loss is recognized in earnings. The amount of other-than-temporary impairment related to other factors is recognized in other comprehensive income (loss).

 

Valuation of Deferred Tax Assets. In evaluating our ability to realize deferred tax assets, management considers all positive and negative information, including our past operating results and our forecast of future taxable income. In determining future taxable income, management utilizes a budget process that makes business assumptions and the implementation of feasible and prudent tax planning strategies. We also utilize a monthly forecasting tool to incorporate activity throughout the calendar year. These assumptions require us to make judgments about our future taxable income that are consistent with the plans and estimates we use to manage our business. The net deferred tax asset is offset by an equal valuation allowance. Any change in estimated future taxable income may result in a reduction of the valuation allowance against the deferred tax asset which would result in income tax benefit in the period.

 

  

Fair Value Measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.  A three-level of fair value hierarchy prioritizes the inputs used to measure fair value:

 

·

Level 1 – Quoted prices in active markets for identical assets or liabilities; includes certain U.S. Treasury and other U.S. Government agency debt that is highly liquid and actively traded in over-the-counter markets.

 

·

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

·

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.  Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. 

 

Average Balance Sheets

 

The following table sets forth average balances, average yields and costs, and certain other information for the periods indicated. Tax-equivalent yield adjustments have not been made for tax-exempt securities, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income.

 

  

		Three Months Ended March 31,
		2015												2014
		Average												Average
		Outstanding								Yield/				Outstanding								Yield/
		Balance				Interest				Rate (1)				Balance				Interest				Rate (1)
		(Dollars in thousands)
Interest-earning assets:
Loans		$	187,491			$	2,637				5.70	%		$	100,259			$	1,525				6.17	%
Interest-earning deposits			5,368				4				0.30				6,559				3				0.19
Securities			34,362				165				1.95				41,329				195				1.91
Federal Home Loan Bank stock			889				9				4.11				647				1				0.63
Other			788				8				4.12				205				3				5.93
Total interest-earning assets			228,898				2,823				5.00				148,999				1,727				4.70
Noninterest-earning assets			19,574												17,246
Total assets		$	248,472											$	166,245
Interest-bearing liabilities:
Checking, money market and savings accounts		$	100,407			$	163				0.66			$	51,680			$	58				0.46
Certificates of deposit			80,899				170				0.85				68,368				173				1.03
Total deposits			181,306				333				0.74				120,048				231				0.78
Advances from FHLB of Dallas			15,832				9				0.23				10,305				89				3.50
Total interest-bearing liabilities			197,138				342				0.70				130,353				320				1.00
Non-interest bearing deposits			19,172												11,613
Non-interest bearing liabilities			2,786												1,670
Total liabilities			219,096												143,636
Stockholders' equity			29,376												22,609
Total liabilities and stockholders' equity		$	248,472											$	166,245
Net interest income						$	2,481											$	1,407
Net interest rate spread (2)											4.30	%											3.70	%
Net interest-earning assets (3)		$	31,760											$	18,646
Net interest margin (4)											4.40	%											3.83	%
Average interest-earning assets to average interest-
bearing liabilities											116.11	%											114.30	%

 

(1)	Ratios for the three month periods have been annualized.
(2)	Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
(3)	Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(4)	Net interest margin represents net interest income divided by average total interest-earning assets.

 

  

Comparison of Financial Condition at March 31, 2015 and December 31, 2014

 

Cash and cash equivalents decreased $8.3 million, or 56.1%, to $6.5 million at March 31, 2015 from $14.8 million at December 31, 2014. The decrease is due to the investment of funds in higher-yielding available for sale securities in January 2015 as the Company completed the planned investment portfolio repositioning begun in December 2014.

 

Loans held for investment increased $6.4 million in the three months ended March 31, 2015 from organic growth. This organic loan growth was achieved during a period when we were focused on improving and maintaining asset quality, and remaining cautious on pricing and underwriting risk. We have taken steps to enhance our commercial lending teams and bank-wide credit risk management processes consistent with our plans to grow our commercial loan portfolio. Our loan mix is beginning to reflect the implementation of this plan. From December 31, 2014 to March 31, 2015 as commercial real estate loans increased from 73.7% to 75.5% of the gross loan portfolio, residential real estate loans decreased from 18.7% of the portfolio to 18.0%. The residential mortgage loan portfolio also experienced natural run-off as the Bank continued to focus on the secondary mortgage lending program whereby new loans were originated and sold for fee income as opposed to being held in the portfolio.

 

Loans held for sale at March 31, 2015 totaled $12.2 million of residential mortgage loans. We currently sell a significant majority of our residential mortgage loans in the secondary market. At December 31, 2014, loans held for sale totaled $9.4 million. The balances at any date vary based upon the timing and volume of current loan originations and sales.

 

Available for sale securities increased $6.0 million during the three months ended March 31, 2015, as the Bank reduced its cash position as part of the balance sheet repositioning begun in December by purchasing mortgage-backed securities, including collateralized mortgage obligations.

 

Other real estate decreased as a result of a $200,000 write-down on one property secured by commercial real estate.

 

Deposits decreased $1.1 million for the three months ended March 31, 2015, primarily the result of the Company allowing non-core certificates of deposit to run off at maturity to improve the deposit mix and reduce the cost of funds. Time deposits as a percent of total deposits decreased from 41.3% at December 31, 2014 to 39.0% of total deposits at March 31, 2015 and savings and NOW account balances increased from 58.7% to 61.0%, respectively.

 

Borrowings, consisting solely of Federal Home Loan Bank advances, increased $7.5 million during the three month period to $20.0 million at March 31, 2015 from $12.5 million at December 31, 2014. Short term borrowings at favorable rates helped fund loan growth. The Company prepaid $6.4 million in long-term FHLB advances at rates averaging 4.0% in December 2014 and replaced them in January 2015 with short-term, lower rate advances.

 

Total stockholders’ equity decreased $272,000, or 0.9%, to $29.1 million at March 31, 2015 from $29.3 million at December 31, 2014. The decrease was due primarily to a net loss of $264,000 for the three month period ended March 31, 2015.

 

Comparison of Operating Results for the Three Months Ended March 31, 2015 and 2014

 

General. The acquisition of Bank 1440 was consummated on August 29, 2014 and the material increase in assets from Bank 1440 will make direct comparisons between the two periods less meaningful. We incurred a net loss of $264,000 in the three months ended March 31, 2015, compared to a net loss of $437,000 for the three months ended March 31, 2014.

 

  

Interest Income. Interest income increased $1.1 million, or 63.5%, to $2.8 million for the three months ended March 31, 2015 from $1.7 million for the three months ended March 31, 2014. The increase was due to a 53.6% increase in interest-earning assets and an improvement in mix as higher yielding loans increased from 67.3% to 81.9% of average interest-earning assets. Interest and fees on loans increased $1.1 million, or 72.8%, to $2.6 million for the three months ended March 31, 2015, from $1.5 million for the three months ended March 31, 2014, partially offset by a $30,000, or 15.5%, decrease in interest income on available-for-sale securities. Interest income on loans increased due primarily to an 87.0% increase in average loan balances, due to both the merger and organic growth, partially offset by a 47 basis point decrease in loan yields from 6.17% to 5.70% as market rates continued to decline. The average balance of securities decreased 16.9% to $34.4 million for the three months ended March 31, 2015, compared to March 31, 2014, but the average yield increased four basis points.

 

Interest Expense. Interest expense increased $22,000, or 6.8%, to $342,000 for the three months ended March 31, 2015 from $320,000 for the three months ended March 31, 2014. The increase was caused by an increase in interest expense on deposits, which increased $102,000, or 44.2%, to $333,000 for the three months ended March 31, 2015 from $231,000 for the three months ended March 31, 2014, significantly offset by a decrease in interest expense on borrowings. Interest on borrowings decreased $80,000, or 90.0%, to $9,000 for the three months ended March 31, 2015 from $89,000 for the three months ended March 31, 2014 despite a 53.6% increase in average balances due to the replacement of longer term, higher rate borrowings with shorter term borrowings.

 

Interest paid on checking, money market and savings accounts increased $105,000, or 181.0%, to $163,000 for the three months ended March 31, 2015 from $58,000 for the three months ended March 31, 2014. The average rate we paid on such deposit accounts increased 20 basis points to 0.66% for the three months ended March 31, 2015 from 0.46% for the three months ended March 31, 2014 and the average balance increased $48.7 million, or 94.3%, to $100.4 million for the three months ended March 31, 2015 from $51.7 million for the three months ended March 31, 2014. The average rates we pay on these accounts is considerably higher in the Arizona market we entered with the Bank 1440 acquisition.

 

Interest expense on borrowings decreased significantly due primarily to the prepayment of $6.4 million in long-term FHLB advances with average interest rates of 4.00% in December 2014. The average rate paid on borrowings decreased 327 basis points to 0.23% for the three months ended March 31, 2015 from 3.50% for the three months ended March 31, 2014. In 2015, we were able to fund loans with low cost, short-term borrowings as our average FHLB advances increased $5.5 million, or 53.6%, to $15.8 million for the three months ended March 31, 2015 from $10.3 million for the three months ended March 31, 2014.

 

Net Interest Income. Net interest income increased $1.1 million, or 76.4%, to $2.5 million for the three months ended March 31, 2015 from $1.4 million for the three months ended March 31, 2014, as a result of a higher balance of net interest-earning assets and higher net interest rate spread. Our average net interest-earning assets increased by $13.1 million to $31.8 million for the three months ended March 31, 2015 from $18.7 million for the three months ended March 31, 2014 due primarily to the merger. Our net interest rate spread improved by 60 basis points to 4.30% for the three months ended March 31, 2015 from 3.70% for the three months ended March 31, 2014, as we carried 81.9% of our average interest-earning assets in loans, our highest yielding asset, for the three months ended March 31, 2015 compared to 67.3% in loans for the comparable quarter in 2014. This repositioning of our asset portfolio was achieved principally through the merger in August 2014, organic loan growth and sales of securities in December 2014 and early 2015 which were not completely replaced during reinvestment. Our cost of borrowings was reduced from 3.50% in the quarter ended March 31, 2014 to 0.23% in the quarter ended March 31, 2015 due to the prepayment of longer term, higher rate FHLB advances in December 2014.

 

  

Provision for Loan Losses. Provisions for loan losses are charged to operations to establish an allowance for loan losses at a level necessary to absorb known and inherent losses that are both probable and reasonably estimable at the date of the financial statements. If allowance for loan losses is larger than necessary, we post a negative provision as a benefit to earnings. In evaluating the level of the allowance for loan losses, management analyzes several qualitative loan portfolio risk factors including but not limited to, charge-off history over a relevant period, changes in management or underwriting policies, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower and results of internal and external loan reviews. See “- Allowance for Loan Losses” for additional information.

 

After an evaluation of these factors, we made a provision for loan losses of $100,000 for the three months ended March 31, 2015, compared to $0 for the three months ended March 31, 2014. In the quarter ended March 31, 2015, one first mortgage loan with a balance of $932,000 was placed on nonaccrual due to non-payment and expected bankruptcy filing. A specific allowance in the amount of $331,000 was recorded to cover the difference between the loan balance and the estimated net sales value of the property. In addition, $184,000 in recoveries of previously charged-off balances was received in the quarter ended March 31, 2015 compared to $30,000 in the quarter ended March 31, 2014.

 

To the best of our knowledge, we have recorded all loan losses that are both probable and reasonable to estimate.  However, future changes in the factors described above, including, but not limited to, actual loss experience with respect to our loan portfolio, could result in material increases in our provision for loan losses. In addition, the Office of the Comptroller of the Currency, as an integral part of its examination process, will periodically review our allowance for loan losses and may require us to recognize adjustments to the allowance based on its judgments about the recoverability of our loan balances based upon information available to it at the time of its examination.

 

Noninterest Income. Noninterest income increased $72,000, or 9.8%, to $802,000 for the three months ended March 31, 2015 from $730,000 for the three months ended March 31, 2014 due to a higher volume of loan sales and related gains, partially offset by an impairment charge on other real estate and net losses incurred on sale of securities versus net gains on securities sales in the comparable quarter in 2014.

 

Gain on sale of mortgage loans increased $320,000, or 56.3%, to $888,000 for the three months ended March 31, 2015 from $568,000 for the three months ended March 31, 2014 as the Company has continued to expand its secondary mortgage loan operation. We sold $29.3 million of mortgage loans during the three months ended March 31, 2015, compared to $20.1 million of sales during the three months ended March 31, 2014 and we realized a more attractive average premium (gain on sale/sold loans) for 2015. The premium increased by 6.9% to 2.9% of mortgage loans sold for 2015, compared to 2.8% for 2014. Premiums vary from period to period based upon the mix of government FHA and VA loans to conventional loans, geographic markets and market interest rates, specifically 10-year Treasury rates.

 

In the quarter ended March 31, 2015, we recognized a $200,000 write-down on other real estate, compared to net gains of $4,000 in the previous year.

 

Noninterest Expense. Noninterest expense increased $873,000, or 33.9%, to $3.4 million for the three months ended March 31, 2015 from $2.6 million for the three months ended March 31, 2014 due primarily to higher salaries and benefits, occupancy, data processing fees, professional fees and other noninterest expense, partially offset by lower merger-related expenses. These increases in expenses resulted primarily from the acquisition of Bank 1440. Average assets for the quarter ended March 31, 2015 were 49.5% larger than the prior year.

 

  

Outside merger-related expenses decreased $143,000, or 60.3%, to $94,000 for the quarter ended March 2015 compared to $237,000 in the quarter ended March 2014.  Legal, consulting and data processing costs were the largest elements of outside, merger-related expense.  Outside merger-related costs were being incurred over a year before the August 29, 2014 acquisition of Bank 1440.  Merger integration began in late June 2014 after Bank 1440’s shareholders approved the transaction.  The Company operated on two core operating systems and numerous other redundant ancillary systems from the August 29, 2014 merger date until late March 2015 when all the systems were converted.  The systems conversions should result in enhanced operating efficiencies going forward. Internal costs incurred cannot be quantified and are therefore not included in merger-related expense.  The majority of outside, merger-related expenses, $801,000, were expensed in the six months ended December 2014.  Material duplicative costs and exit fees from the old systems were expensed and classified as merger-related in our statement of operations as soon as those expense amounts were reasonably estimable and certain.  With the late March 2015 systems conversions, the Company has eliminated all duplicative systems.  The Company believes it will incur limited merger-related expenses in the future.

 

Income Tax Expense. Income tax expense was $0 for each of the three month periods ended March 31, 2015 and 2014. Due to past and recent pre-tax losses incurred, and the inability to project future taxable income, no income tax benefits were recorded during these periods.

 

  

Asset Quality

 

We review loans on a regular basis, and place loans on nonaccrual status when either principal or interest is 90 days or more past due. In addition, we place loans on nonaccrual status when we do not expect to receive full payment of interest or principal. Interest accrued and unpaid at the time a loan is placed on nonaccrual status is reversed from interest income. Once a loan is placed on nonaccrual status, the borrower must generally demonstrate at least six months of payment performance before the loan is eligible to return to accrual status.

 

Non-Performing Loans and Non-Performing Assets. The following table sets forth information regarding our non-performing assets. In addition to the assets listed below, as of March 31, 2015 and December 31, 2014 we had $480,000 and $483,000 of accruing troubled debt restructurings, respectively. Troubled debt restructurings include loans for which either a portion of interest or principal has been forgiven, or for loans modified at interest rates materially less than current market rates. The troubled debt restructurings as of March 31, 2015 consisted of two commercial real estate loans and at December 31, 2014 consisted of three commercial real estate loans and one commercial and industrial loan. As of March 31, 2015 and December 31, 2014, there were no specific allowances related to these loans, and at each date we had no commitments to lend additional amounts to those customers.

 

		At March 31,				At December 31,
		2015				2014
		(Dollars in Thousands)
Non-accrual loans:
Real estate loans:
One-to-four-family residential		$	1,114			$	181
Commercial			367				617
Commercial and industrial loans			-				17
Consumer and other loans			-				-
Total loans		$	1,481			$	815
Accruing loans past due 90 days or more:
Total accruing loans past due 90 days or more			-				-
Total of nonaccrual loans and accruing loans past due 90 days or more			1,481				815
Other real estate owned ("ORE"):
One-to-four-family residential			-				-
Commercial			620				820
Total real estate owned			620				820
Other non-performing assets			-				-
Total non-performing assets		$	2,101			$	1,635
Ratios:
Non-performing loans to gross loans held for investment			0.81	%			0.46	%
Non-performing assets to total assets			0.83	%			0.66	%
Nonperforming assets to gross loans held for investment and ORE			1.15	%			0.92	%

  

  

The nonperforming asset ratios increased due to the 81.6% increase in nonaccrual loans, partially offset by a 24.4% reduction in other real estate. In the quarter ended March 31, 2015, one first mortgage loan with a balance of $932,000 was placed on nonaccrual due to non-payment and expected bankruptcy filing. A specific allowance in the amount of $331,000 was recorded to cover the difference between the loan balance and the estimated net sales value of the property.

 

Interest income that would have been recorded for the three months ended March 31, 2015, had nonaccruing loans been current according to their original terms amounted to $25,000. Of such amounts, $4,000 is related to troubled debt restructurings. We recognized no interest income on these nonaccrual loans for the three months ended March 31, 2015.

 

At March 31, 2015, we had no loans that were not currently classified as nonaccrual, 90 days past due or troubled debt restructurings where known information about possible credit problems of borrowers caused management to have serious concerns as to the ability of the borrowers to comply with existing loan repayment terms and that could result in disclosure as non-accrual, 90 days past due or troubled debt restructurings.

 

Allowance for Loan Losses. The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb credit losses inherent in the loan portfolio. The amount of the allowance is based on management’s evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, and economic conditions. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Because of uncertainties associated with regional economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably possible that management’s estimate of credit losses inherent in the loan portfolio and the related allowance may change materially in the near-term. The allowance is increased by a provision for loan losses, which is charged to expense and reduced by charge-offs, net of recoveries. Changes in the allowance relating to impaired loans are charged or credited to the provision for loan losses. Management’s periodic evaluation of the adequacy of the allowance is based on the current level of net loan losses, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions.

 

Adjustable-rate mortgage loans decrease the risk associated with changes in market interest rates by periodically repricing, but involve other risks because, as interest rates increase, the underlying payments by the borrower increase, thus increasing the potential for default by the borrower. At the same time, the marketability of the underlying collateral may be adversely affected by higher interest rates. Upward adjustment of the contractual interest rate is also limited by the maximum periodic and lifetime interest rate adjustments permitted by our loan documents and, therefore, the effectiveness of adjustable-rate mortgage loans may be limited during periods of rapidly rising interest rates.

 

Loans secured by commercial real estate and multi-family real estate generally involve larger principal amounts and a greater degree of risk than one- to four-family residential mortgage loans. Because payments on loans secured by commercial real estate and multi-family real estate are often dependent on successful operation or management of the properties, repayment of such loans may be affected by adverse conditions in the real estate market or the economy.

 

Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment or other income, and which are secured by real property that is generally more marketable and whose value tends to be more easily ascertainable, commercial business loans generally are made on the basis of the borrower’s ability to repay the loan from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may depend substantially on the success of the business itself. Further, any collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value.

 

 

 

 

The following table sets forth activity in our allowance for loan losses for the periods indicated.

 

		Three Months Ended March 31,
		2015				2014
		(Dollars in Thousands)
Balance at beginning of period		$	1,707			$	1,733
Provision for loan losses			100				-
Charge-offs:
Residential real estate loans			-				-
Commercial real estate loans			-				-
Commercial and industrial loans			-				-
Consumer and other loans			-				-
Total charge-offs			-				-
Recoveries:
Residential real estate loans			184				30
Commercial real estate loans			-				-
Commercial and industrial loans			-				-
Consumer and other loans			-				-
Total recoveries			184				30
Net (charge-offs) recoveries			184				30
Balance at end of period		$	1,991			$	1,763
Allowance for loan losses to non- performing loans at end of period			134.46	%			299.83
Allowance for loan losses to total gross loans at end of period			1.09	%			1.81
Net (charge-offs) recoveries to average loans outstanding during the period			0.39	%			0.12

 

The allowance for loan losses to nonperforming loans ratio decreased due to an increase in nonperforming loans. The allowance for loan losses to non-performing loans and total loans ratios both decreased due to the absence of any allowance for loan losses on loans acquired in the purchase of Bank 1440 as such loans were marked to market on acquisition, partially offset by recoveries recognized during the first quarter of 2015. The net recoveries to average loans outstanding ratio increased due to recoveries recognized as a result of the payoff of one commercial real estate loan and one commercial business loan in the first quarter of 2015 at amounts greater than our net carrying values.

 

  

Liquidity and Capital Resources

 

Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments and maturities and sales of securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

 

We regularly adjust our investments in liquid assets based upon our assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and securities, and the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits with other banks and short- and intermediate-term securities.

 

We believe that we have enough sources of liquidity to satisfy our short-term liquidity needs as of March 31, 2015.

 

Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At March 31, 2015, cash and cash equivalents totaled $6.5 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $35.0 million at March 31, 2015. In addition, at March 31, 2015, we had the ability to borrow an additional $95.4 million from the Federal Home Loan Bank of Dallas. On that date, we had $20.0 million of advances outstanding.

 

At March 31, 2015, we had $13.2 million in loan commitments outstanding, and an additional $20.3 million in commitments to originate and sell mortgage loans. In addition, we had $4.7 million in unused lines of credit and $72,000 in commitments issued under standby letters of credit. Certificates of deposit due within one year as of March 31, 2015 totaled $38.6 million, or 19.2% of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and Federal Home Loan Bank advances. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before March 31, 2016. We believe, however, based on past experience that a significant portion of our certificates of deposit will remain with us, either as certificates of deposit or as other deposit products. We have the ability to attract and retain deposits by adjusting the interest rates offered.

 

We have no material commitments or demands that are likely to affect our liquidity other than set forth above. In the event loan demand were to increase at a pace greater than expected, or any unforeseen demand or commitment were to occur, we would access our borrowing capacity with the Federal Home Loan Bank of Dallas or increase our deposits by offering higher interest rates.

 

Our primary investing activities are the origination of loans and the purchase of securities. In the three months ended March 31, 2015 and 2014, we originated $39.3 million and $21.6 million of loans, respectively, and purchased $9.7 million and $0 of securities, respectively. We have not purchased any whole loans in recent periods.

 

Financing activities consist primarily of activity in deposit accounts and Federal Home Loan Bank advances. We experienced a net decrease of $1.1 million and a net increase of $2.0 million in total deposits for the three months ended March 31, 2015 and 2014, respectively. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. We generally manage the pricing of our deposits so that we are competitive in our market area.

 

 

Federal Home Loan Bank advances increased by $7.5 million and decreased by $3.1 million for the three months ended March 31, 2015 and 2014, respectively. In the first three months of 2015, we utilized proceeds from FHLB advances and excess liquid funds held at December 31, 2014 to fund new loan originations and the purchase of $9.7 million in available-for-sale securities. During 2014, we were able to decrease our borrowings as we used cash provided by loan repayments to fund our operations without negatively affecting our levels of liquidity.

 

Bank’34 is subject to various regulatory capital requirements, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At March 31, 2015 and December 31, 2014, Bank’34 exceeded all regulatory capital requirements. Bank’34 is considered “well-capitalized” under regulatory guidelines.

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable, as the Registrant is a smaller reporting company.

 

Item 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of March 31, 2015. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Executive Vice President and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

 

During the quarter ended March 31, 2015, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Part II – Other Information

 

Item 1. Legal Proceedings

 

The Company is subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s financial condition or results of operations.

 

Item 1A. Risk Factors

 

Not applicable, as the Registrant is a smaller reporting company.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)

Not applicable.

 

(b)

Not applicable.

 

(c)

There were no issuer repurchases of securities during the period covered by this Report.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

  

Item 6. Exhibits

 

3.1		Charter of Alamogordo Financial Corp. (1)
3.2		Bylaws of Alamogordo Financial Corp. (1)
3.3		Amendment to Bylaws of Alamogordo Financial Corp. (2)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of  2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of  2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		The following financial statements from the Alamogordo Financial Corp. Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Comprehensive Loss; (iii) Consolidated Statements of Stockholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (v)  Notes to Consolidated Financial Statements.

 

(1)		Incorporated by reference to the Registration Statement on Form SB-2 of Alamogordo Financial Corp. (File No. 333-92913), originally filed with the Securities and Exchange Commission on December 16, 1999.
(2)		Incorporated by reference to the Current Report on Form 8-K of Alamogordo Financial Corp. (File No. 000-29655), filed with the Securities and Exchange Commission on December 24, 2014.

 

  

SIGNATURES

 

Pursuant to the requirements 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.

 

	ALAMOGORDO FINANCIAL CORP.
Date:   May 15, 2015	/s/ Jill Gutierrez
	Jill Gutierrez
	Chief Executive Officer
Date:   May 15, 2015	/s/ Jan R. Thiry
	Jan R. Thiry
	Executive Vice President and Chief Financial Officer