-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nm//zqVuBYwj86Z6LSWcGcN8Y+6rEy8918KunWrfzoquk/WgM5+gzqO9SUMsyz40 KQpAQuO3Ug2l2mEeEk5W4w== 0000928385-97-000942.txt : 19970520 0000928385-97-000942.hdr.sgml : 19970520 ACCESSION NUMBER: 0000928385-97-000942 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970519 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKY FORD FINANCIAL INC CENTRAL INDEX KEY: 0001031517 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22441 FILM NUMBER: 97611473 BUSINESS ADDRESS: STREET 1: 801 SWINK AVENUE CITY: ROCKY FORD STATE: CO ZIP: 81067 BUSINESS PHONE: 7192547642 MAIL ADDRESS: STREET 1: 801 SWINK AVENUE CITY: ROCKY FORD STATE: CO ZIP: 81067 8-A12G/A 1 AMEND. NO. 1 TO FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Rocky Ford Financial, Inc. --------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware Requested ---------------------------------------- ------------------------ (State of incorporation or organization) (I.R.S. employer identification no.) 801 Swink Avenue, Rocky Ford, Colorado 81067-0032 - ----------------------------------------- ------------------------ (Address of principal executive offices) (Zip Code) If this Form relates to If this Form relates to the registration of a the registration of a class of debt securities and is to become effective class of debt securities simultaneously with the effectiveness of a and is effective upon concurrent registration statement under the filing pursuant to Securities Act of 1933 pursuant to General General Instruction Instruction A(c)(2) please check A(c)(1) please check the the following box. [_] following box. [_] Securities to be registered pursuant to Section 12(b) of the Act: None ---- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share --------------------------------------------------- (Title of Class) Page 1 of 5 Item 1. Description of Registrant's Securities to be Registered. The information required by this Item is included under the captions "Description of Capital Stock" (pages 102-103), "Dividend Policy" (page 22-23), "Market for the Common Stock" (page 23), "Certain Anti-Takeover Provisions in the Certificate of Incorporation and Bylaws" (pages 97-102), "The Conversion -- Limitations on Resales by Management" (page 95), "The Conversion -- Effect of Conversion to Stock Form on Depositors and Borrowers of the Association -- Liquidation Account" (pages 85-86) and "The Conversion -- Restrictions on Repurchase of Stock" (page 95) of the Prospectus included as part of the Registrant's Registration Statement on Form SB-2, File No. 333-20489, declared effective on March 25, 1997 (the "Form SB-2"), which information is incorporated herein by reference to the Prospectus. The expected closing date for the mutual to stock conversion (the "Conversion") of Rocky Ford Federal Savings and Loan Association (the "Association") is May 21, 1997. The Registrant is the holding company for the Association. On May 21, 1997, the Registrant expects to sell and issue 423,200 shares of its common stock, par value $.01 per share, which shares are being registered under the Securities and Exchange Act of 1934 pursuant to the filing of this Form 8-A. Item 2. Exhibits. The following documents are either filed or incorporated by reference as exhibits to this registration statement as indicated: 1. Form of Specimen Common Stock Certificate (incorporated by reference to Exhibit 4 to Registration Statement on the Form SB-2 (File No. 333-20489)). 2. (a) Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on the Form SB-2 (File No. 333-20489)). (b) Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form SB-2 (File No. 333-20489)). (c) Plan of Conversion of Rocky Ford Federal Savings and Loan Association (incorporated by reference to Exhibit 2 to the Registration Statement on Form SB-2 (File No. 333-20489)). 3. Quarterly Report on Form 10-Q for the Quarter Ended March 31, 1997. Page 2 of 5 EXHIBIT INDEX ------------- Sequentially Exhibit Numbered Number Page ---- 1 Form of Specimen Common Stock Certificate (incorporated by reference to Exhibit 4 to the Form SB-2) -- 2(a) Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form SB-2) -- 2(b) Bylaws (incorporated by reference to Exhibit 3.2 to the Form SB-2) -- 2(c) Plan of Conversion (incorporated by reference to Exhibit 2 to the Form SB-2) -- 3 Quarterly Report on Form 10-Q 5 Page 3 of 5 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Rocky Ford Financial, Inc. -------------------------- (Registrant) Date: May 19, 1997 By: /s/ Keith E. Waggoner -------------------------------------- Keith E. Waggoner President and Chief Executive Officer Page 4 of 5 EX-3 2 EXHIBIT 3 EXHIBIT 3 Quarterly Report on Form 10-Q Page 5 of 5 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [ X ] Quarterly report under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1997 Commission file number 333-20489 Rocky Ford Financial, Inc. ----------------------------------------------------------------- (Exact Name of Small business Issuer as Specified in Its Charter) Delaware Requested ------------------------------- ------------------- (State of Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 801 Swink Avenue, Rocky Ford, Colorado 81067 --------------------------------------------- (Address of Principal Executive Offices) 719-254-7642 ------------------------------------------------ (Issuer's Telephone Number, Including Area Code) Check whether the issuer's: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90- days. Yes No X --- --- State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: None as of April 30, 1997. ROCKY FORD FINANCIAL, INC. CONTENTS PART I - FINANCIAL INFORMATION Item 1: Financial Statements Consolidated Statement of Condition at March 31, 1997 and September 30, 1996 3 Statements of Consolidated Income for the Three Months and Six Months Ended March 31, 1997 and 1996 4 Statements of Consolidated Cash Flows for the Six Months Ended March 31, 1997 and 1996 5 Notes to Financial Statements 6 - 7 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 10 PART II - OTHER INFORMATION Item 1: Legal Proceedings 11 Item 2: Changes in Securities 11 Item 3: Defaults Upon Senior Securities 11 Item 4: Submission of Matters to a Vote of Security Holders 11 Item 5: Other Information 11 Item 6: Exhibits and Reports on Form 8-K 11 Signature 11 2 ROCKY FORD FINANCIAL, INC. CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (UNAUDITED)
March 31, September 30, 1997 1996 ----------- ------------- ASSETS Cash and cash equivalents $ 2,300,000 $ 2,000,000 Interest-bearing 181,893 221,416 Non-interest bearing 1,797,000 1,897,000 Certificates of deposit Securities available for sale Equity securities (amortized cost of $11,327) 315,228 282,300 Securities held to maturity Mortgage-backed securities (estimated market value of $2,596,996 and $2,660,705) 2,558,499 2,616,767 U.S. agencies (estimated market value of $2,596,996 and $2,660,705) 748,875 500,000 ----------- ----------- 3,307,374 3,116,767 ----------- ----------- Loans receivable - net 12,579,391 12,286,909 Federal Home Loan Bank stock, at cost 312,300 302,400 Conversion costs 214,554 - Accrued interest receivable 125,116 125,018 Premises and equipment 93,286 98,672 Prepaids 57,623 57,611 ----------- ----------- TOTAL ASSETS $21,283,765 $20,388,093 =========== =========== LIABILITIES AND EQUITY Deposits $18,007,137 $17,144,638 Advances from borrowers for taxes and insurance 63,101 41,778 Accounts payable and accrued expenses 308,625 273,217 Deferred income taxes 142,470 150,200 ----------- ----------- TOTAL LIABILITIES 18,521,333 17,609,833 ----------- ----------- Commitments and contingencies Retained earnings - substantially restricted 2,571,001 2,607,578 Net unrealized gain on securities available for sale, net of tax of $112,470 and $100,300 191,431 170,682 ----------- ----------- TOTAL EQUITY 2,762,432 2,778,260 ----------- ----------- TOTAL LIABILITIES AND EQUITY $21,283,765 $20,388,093 =========== ===========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3 ROCKY FORD FINANCIAL, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended Six Months Ended March 31 March 31, 1997 1996 1997 1996 --------- -------- -------- -------- INTEREST INCOME Loans receivable $ 272,494 $254,558 $546,680 $502,897 Securities held 55,791 52,769 122,000 107,729 Other interest-bearing assets 62,770 80,091 177,075 148,184 --------- -------- -------- -------- TOTAL INTEREST INCOME 391,055 387,418 785,745 758,810 INTEREST ON DEPOSITS 206,380 203,057 413,276 411,737 --------- ------- ------- -------- NET INTEREST INCOME 184,675 184,361 372,469 347,073 (PROVISION FOR) RECOVERY OF LOAN LOSSES - - - - --------- -------- -------- -------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 184,675 184,361 372,469 347,073 --------- -------- -------- -------- NON-INTEREST INCOME Other charges 24,832 19,806 36,235 25,077 Gain on sale of foreclosed real estate - 2,191 - 2,191 --------- -------- -------- -------- TOTAL NON-INTEREST INCOME 24,832 21,997 36,235 27,268 --------- -------- -------- -------- NON-INTEREST EXPENSE GENERAL AND ADMINISTRATIVE Compensation and benefits 292,090 58,124 352,656 110,944 Occupancy and equipment 8,269 10,579 16,059 19,471 Computer services 8,439 7,791 16,462 13,524 SAIF deposit insurance 2,357 11,281 13,910 22,356 Other 46,026 51,784 75,403 67,414 --------- -------- -------- -------- TOTAL NON-INTEREST EXPENSE 357,181 139,559 474,490 233,709 --------- -------- -------- -------- INCOME (LOSS) BEFORE TAXES (147,674) 66,799 (65,786) 140,632 INCOME TAX (EXPENSE) BENEFIT 54,509 (24,629) 29,209 (52,456) --------- -------- -------- -------- NET INCOME(LOSS) $(93,165) $ 42,170 $(36,577) $ 88,176 ======== ======== ======== ========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4 ROCKY FORD FINANCIAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended March 31, 1997 1996 --------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (36,577) $88,176 --------------- --------------- Adjustments to reconcile net income to net cash provided by operating activities: Amortization of: Deferred loan origination fees (8,155) (8,159) Discounts on investments (490) (13,436) Stock dividend received from FHLB (9,900) (8,900) Depreciation 10,016 10,242 Change in assets and liabilities Accrued interest receivable (98) 21,431 Prepaids (12) 20,080 Accounts payable and accrued expenses 35,408 (60,112) Current income taxes - (6,182) Deferred income - (2,191) Deferred income taxes (19,909) - --------------- -------------- TOTAL ADJUSTMENTS 6,860 (47,227) --------------- -------------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (29,717) 40,949 --------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES Net change in certificates of deposit 100,000 100,000 Loan originations and principal payments on loans (284,327) (589,608) Proceeds from maturities of investment securities held to maturity - 1,700,000 Purchase of securities held to maturity (248,836) (584,269) Purchase of mortgage-backed securities - (490,000) Principal payments on mortgage-backed securities 58,719 98,302 Capital purchases (4,630) (32,467) Proceeds from sale of foreclosed real estate - 4,197 Conversion costs capitalized (214,554) - --------------- --------------- NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (593,628) 206,155 --------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES Net change in deposits 862,499 250,700 Net change in mortgage escrow funds 21,323 24,703 --------------- --------------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 883,822 275,403 --------------- --------------- NET INCREASE IN CASH AND CASH EQUIVALENTS 260,477 522,507 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 2,221,416 1,260,363 --------------- --------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $2,481,893 $1,782,870 =============== =============== SUPPLEMENTAL DISCLOSURES OF CASH FLOWS Cash paid for: Taxes $ 20,367 $ 43,205 Interest 105,290 83,293 Non cash transactions FHLB stock dividend received 9,900 8,900
SEE NOTES TO CONSOLIDATED FINANACIAL STATEMENTS 5 ROCKY FORD FINANCIAL. INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 1997 Note 1. Nature of Business Rocky Ford Financial, Inc. (the "Company") was incorporated under the laws of the State of Delaware for the purpose of becoming the holding company of Rocky Ford Federal Savings and Loan Association (the "Association") in connection with the Association's conversion from a federally chartered mutual savings and loan association to a federally chartered stock savings and loan association, pursuant to its Plan of Conversion. The Company was organized in January 1997 to acquire all of the common stock of Rocky Ford Federal Savings and Loan Association upon its conversion to stock form. A subscription and community offering of the Company's shares closed on April 29, 1997. Note 2. Basis of Presentation The accompanying unaudited consolidated financial statements,(except for the statement of financial condition at September 30, 1996, which is audited) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management all adjustments necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. The financial statements of the Company are presented on a consolidated basis with those of Rocky Ford Federal Saving and Loan Association, although the Company did not own any shares of the Association and had no assets, liabilities, equity or operations as of March 31, 1997. Therefore, the financial statements presented include only the accounts and operations of Rocky Ford Federal Savings and Loan Association. The results of operations for the three and six months ended March 31, 1997 are not necessarily indicative of the results of operations that may be expected for the year ended September 30, 1997. The accounting policies followed are as set forth in Note 1. of the Notes to Financial Statements in the 1996 Rocky Ford Federal Savings and Loan Association financial statements Note 3. Regulatory Capital Requirements At March 31, 1997, the Association met each of the three current minimum regulatory capital requirements. The following table summarizes the Association's regulatory capital position at March 31, 1997: Tangible Capital: Actual $2,571,001 12.19% Required 316,385 1.50 Excess $2,254,616 10.69% Core Capital: Actual $2,571,001 12.19% Required 632,770 3.00 Excess $1,938,231 9.19%
6 ROCKY FORD FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 1997 Note 3. Regulatory Capital Requirements (Continued) Risk-Based Capital: Actual $2,631,001 32.19% Required 653,920 8.00 Excess $1,977,081 24.19%
Tangible and core capital levels are shown as a percentage of total adjusted assets; risk-based capital levels are shown as a percentage of risk-weighted assets. Note 4. Mutual to Stock Conversion On January 14, 1997, The Board of Directors of the Association adopted a Plan of Conversion (the Plan) under which the Association would convert from a federally charted mutual savings and loan association to a federally chartered stock savings and loan association and become a wholly-owned subsidiary of the Company formed in connection with the Conversion. The Plan was approved by the Office of Thrift Supervision (OTS) and included the filing of a registration statement with Securities and Exchange Commission. The Plan was approved by the members of the Association at a special meeting held May 6, 1997. In accordance with the Plan, the Company issued common stock which was sold in the Conversion. The closing of the offering occurred on April 29, 1997 and resulted in a stock subscription of $4,232,000 (including $33I,560 in shares subscribed by the ESOP). The Company will transfer up to fifty percent of the net proceeds for the purchase of all of the capital stock of the Association. The costs of issuing the common stock have been deferred and will be deducted from the proceeds of the stock sale. At March 31, 1997, the Association had incurred $214,554 of such costs. For the purpose of granting eligible members of the Association a priority in the event of future liquidation, the Association, at the time of conversion, established a liquidation account equal to its regulatory capital as of the date of the latest balance sheet used in the final conversion offering circular. In the event (and only in such event) of future liquidation of the converted Association, an eligible savings account holder who continues to maintain a savings account shall be entitled to receive a distribution from the liquidation account, in the proportionate amount of the then-current adjusted balance of the savings deposits then held, before any distributions may be made with respect to capital stock. The Association may not declare or pay a cash dividend on its common stock if its net worth would thereby be reduced below either the aggregate amount then required for the liquidation account or the minimum regulatory capital requirements imposed by federal regulations The ESOP stock purchases will be financed by issuing a note to the Company for the entire purchase. Note 5. Retirement Plan The Association Board of Directors adopted a retirement plan for Directors and the Senior Officer effective March 31, 1997. The amount accrued for the past services of those eligible was approximately $226,000 7 ROCKY FORD FINANCIAL, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 1997 AND SEPTEMBER 30, 1996 The Company's total assets increased by $896 thousand or 4.39% from $20.4 million at September 30, 1996 to $21.3 million at March 31, 1997. The Company's loan portfolio increased by approximately $292 thousand during the six months ended March 31, 1997. Net loans totaled $12.6 million at March 31, 1997 and $12.3 million at September 30, 1996. The allowance for loan losses totaled $60,000 at March 31, 1997 and September 30, 1996. As of those dates the Company did not have any non-performing loans in its portfolio. There were no loans charged off or recoveries of previous loan losses during the six months ended March 31, 1997. The determination of the allowance for loan losses is based on management's analysis, performed on a quarterly basis, of various factors, including the market value of the underlying collateral, growth and composition of the loan portfolio, the relationship of the allowance for loan losses to outstanding loans, historical loss experience, delinquency trends and prevailing economic conditions. Although management believes its allowance for loan losses is adequate, there can be no assurance that additional allowances will not be required or that losses on loans will not be incurred. The Company has had minimal losses on loans in prior years. At March 31, 1997, the ratio of the allowance for loan losses to net loans was .48%. as compared to .49% at September 30, 1996. At March 31, 1997, the Company's investment portfolio included mortgage-backed and related securities classified as "held to maturity" carried at amortized cost of $3.3 million and an estimated fair value of $3.3 million, and equity securities classified as "available for sale" with an estimated fair value of $315 thousand. The balance of the Company's investment portfolio at March 31, 1997 consists of interest bearing deposits with various financial institutions totaling $4.1 million. At March 31, 1997 deposits increased to $18 million from $17.1 million at September 30, 1996 or a net increase of 5.03%. Management is continually evaluating the investment alternatives available to the Company's customers, and adjusts the pricing on its savings products to maintain its existing deposits. COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED MARCH 31, 1997 AND 1996 Net Income (Loss). The Company's net loss for the six months ended March 31, 1997 was $(36,577) compared to net income of $88,176 for the six months ended March 31, 1996. The decrease in net earnings for the six months ended March 31, 1997 resulted primarily from the recognition of past service retirement expense of approximately $142,000, net of deferred income tax effect, in accordance with the retirement plan adopted by the board of directors effective March 31, 1997. Net Interest Income. Net interest income for the six months ended March 31, 1997 was $372,000 compared to $347,000 for the six months ended March 31, 1996. The increase in net interest income for the six months ended March 31, 1997 was due to an increase in the interest rate spread from 3.05% in 1996 to 3.15% in 1997. Interest Income. Interest income increased by $27,000 from $759,000 to $786,000 or by 3.67%, during 1997 compared to 1996. This increase resulted in part from an overall increase of interest-earning assets by $1,111,000 from $19,188,000 to $20,299,000 or by 9.44% from 1996 to 1997. The Company experienced a decrease in the average yield on the interest-earning assets from 7.91% in 1996 to 7.74% in 1997. The decrease in the yield is attributed to lower rates on mortgage loans, the average yield on loans in 1996 was 8.78% as compared to 8.60% in 1997. Although these loans were made at lower rates, it provided the Company with a competitive product that lead to growth in residential lending and earned a higher yield than short-term investments. 8 ROCKY FORD FINANCIAL, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS Interest Expense. Interest expense increased $1,000 to $413,000 for the six months ended March 31, 1997 from $412,000 for the six months ended March 31, 1996. The comparable expense for the periods was caused by the reduction of the average rate paid from 4.86% in 1996 to 4.59% in 1997 with a corresponding increase in deposits from $16,953,000 in 1996 to $18,007,000 in 1997. Provision for Loan Losses. The allowance for loan losses is established through a provision for loan losses based on management's evaluation of the risk inherent in its loan portfolio and the general economy. Such evaluation considers numerous factors including, general economic conditions, loan portfolio composition, prior loss experience, the estimated fair value of the underlying collateral and other factors that warrant recognition in providing ------- for an adequate loan loss allowance. The Company determined a provision for loan loss was not required for the six months ended March 31, 1997 and 1996. Non-Interest Expense. The increase in the non-interest expense section of the consolidated statement of income is attributed to a $226,000 expense recognized in accordance with the retirement plan adopted by the board effective March 31, 1997. COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 Net Income (Loss). The Company's net loss for the three months ended March 31, 1997 was $(93,165) compared to net income of $42,170 for the three months ended March 31, 1996. The loss is attributed to recognition of past service retirement expense of $226,000 less the related deferred income tax benefit of $84,000, in accordance with the retirement plan adopted by the board of directors effective March 31, 1997. The other accounts and balances as of March 31, 1997 are comparable to March 31, 1996 LIQUIDITY AND CAPITAL RESOURCES The Company's primary sources of funds consists of deposits, repayment of loans and mortgage-backed securities, maturities of investments and interest-bearing deposits, and funds provided form operations. While scheduled repayments of loans and mortgage-backed securities and maturities of investment securities are predicable sources of funds, deposit flows and loan prepayments are greatly influenced by the general level of interest rates, economic conditions and competition. The Company uses its liquidity resources principally to fund existing and future loan commitments, to fund maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets, to maintain liquidity, and to meet operating expenses. Management believes that proceeds from the stock sale,loan repayments and other sources of funds will be adequate to meet the Company's liquidity needs for the immediate future. The Company is required to maintain minimum levels of liquid assets as defined by OTS regulations. This requirement, which may be varied at the direction of the OTS depending upon economic conditions and deposit flows, is based upon a percentage of deposits and short-term borrowings. The required minimum ratio is currently 5%. The Company has historically maintained a level of liquid assets in excess of regulatory requirements. The Company's liquidity ratios at March 31, 1997 and 1996 were 24% and 35%, respectively. The Company's relatively high liquidity ratios were reflective of accelerated loan prepayments, limited demand for new loans and management's determination to refrain from investing excess liquidity in assets with longer terms. 9 ROCKY FORD FINANCIAL, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS IMPACT OF INFLATION AND CHANGING PRICES The financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and results of operations in terms of historical dollars without considering changes in the relative purchasing power of money over time because of inflation. Unlike most industrial companies, virtually all of the assets and liabilities of the Company are monetary in nature. As a result, interest rates have a more significant impact on the Company's performance than the effects of general levels of inflation. Interest rates do not necessarily move in same direction or in the same magnitude as the prices of goods and services. 10 ROCKY FORD FINANCIAL, INC. PART II - OTHER INFORMATION ITEM 1: Legal Proceedings None. ITEM 2: Changes in Securities Not Applicable. ITEM 3: Defaults Upon Senior Securities Not Applicable ITEM 4: Submission of Matters to a Vote of Security Holders. Not Applicable ITEM 5: Other Information None ITEM 6: Exhibits and Reports on Form 8-K None SIGNATURE 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. Rocky Ford Financial, Inc. Registrant Date My 14, 1997 /s/ Keith E Waggoner - ------------------------------- -------------------------------- Keith E. Waggoner, President 11 [ARTICLE] 9 [PERIOD-TYPE] 6-MOS [FISCAL-YEAR-END] SEP-30-1997 [PERIOD-END] MAR-31-1997 [CASH] 2,481,893 [INT-BEARING-DEPOSITS] 2,300,000 [FED-FUNDS-SOLD] 0 [TRADING-ASSETS] 0 [INVESTMENTS-HELD-FOR-SALE] 315,228 [INVESTMENTS-CARRYING] 3,307,374 [INVESTMENTS-MARKET] 3,328,517 [LOANS] 12,639,391 [ALLOWANCE] 60,000 [TOTAL-ASSETS] 21,283,765 [DEPOSITS] 18,007,137 [SHORT-TERM] 0 [LIABILITIES-OTHER] 514,196 [LONG-TERM] 0 [PREFERRED-MANDATORY] 0 [PREFERRED] 0 [COMMON] 2,571,001 [OTHER-SE] 0 [TOTAL-LIABILITIES-AND-EQUITY] 21,283,765 [INTEREST-LOAN] 272,494 [INTEREST-INVEST] 55,791 [INTEREST-OTHER] 62,770 [INTEREST-TOTAL] 391,055 [INTEREST-DEPOSIT] 206,380 [INTEREST-EXPENSE] 206,380 [INTEREST-INCOME-NET] 184,675 [LOAN-LOSSES] 0 [SECURITIES-GAINS] 0 [EXPENSE-OTHER] 357,181 [INCOME-PRETAX] (147,674) [INCOME-PRE-EXTRAORDINARY] (147,674) [EXTRAORDINARY] 0 [CHANGES] 0 [NET-INCOME] (93,165) [EPS-PRIMARY] 0 [EPS-DILUTED] 0 [YIELD-ACTUAL] 3.15 [LOANS-NON] 0 [LOANS-PAST] 0 [LOANS-TROUBLED] 0 [LOANS-PROBLEM] 0 [ALLOWANCE-OPEN] 60,000 [CHARGE-OFFS] 0 [RECOVERIES] 0 [ALLOWANCE-CLOSE] 60,000 [ALLOWANCE-DOMESTIC] 60,000 [ALLOWANCE-FOREIGN] 0 [ALLOWANCE-UNALLOCATED] 0
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