<PAGE> 1
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 September 30, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission File Number: 333-00724
VALLEY RIDGE FINANCIAL CORP.
(Exact Name of Small Business Issuer as Specified in its Charter)
MICHIGAN 38-2888214
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6 NORTH MAIN STREET (616) 678-5911
KENT CITY, MICHIGAN 49330 (Issuer's Telephone Number,
(Address of Principal Executive Offices) Including Area Code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No .
------- -------
There were 495,589 shares of Common Stock ($10 par value) outstanding as of
October 31, 1996.
Transitional Small Business Disclosure Format (check one): Yes No X .
----- -----
<PAGE> 2
VALLEY RIDGE FINANCIAL CORP.
INDEX
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PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. FINANCIAL STATEMENTS
Consolidated Balance Sheet - September 30, 1996
(Unaudited) . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Income - Three and Nine
Months Ended September 30, 1996 and September 30,
1995 (Unaudited). . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows - Nine Months
Ended September 30, 1996 and September 30, 1995
(Unaudited) . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements (Unaudited) . . . 7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION. . . . . . . . . . . . . . . . . . . . 12
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . 14
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
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<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
<TABLE>
VALLEY RIDGE FINANCIAL CORP.
CONSOLIDATED BALANCE SHEET
<CAPTION>
- ---------------------------------------------------------------------------
SEPTEMBER 30,
1996
----
(Unaudited)
<S> <C>
ASSETS
Cash and due from banks $ 6,250,885
Federal funds sold 2,500,000
------------
Total cash and cash equivalents 8,750,885
Securities available for sale 18,273,236
Other securities 836,646
Total loans 81,964,813
Less: Allowance for loan losses 1,215,528
------------
80,749,285
Premises and equipment - net 2,242,147
Accrued interest receivable 1,073,987
Other assets 1,623,136
------------
Total assets $113,549,322
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest-bearing $ 13,186,233
Interest-bearing 79,658,162
------------
92,844,395
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<PAGE> 4
Securities sold under agreement to repurchase 411,341
Federal funds purchased 2,800,000
Other borrowings-Federal Home Loan Bank advances 5,000,000
Accrued Interest Payable and Other liabilities 828,578
------------
Total liabilities 101,884,314
Shareholders' equity
Common stock, $10 par value: 1,000,000 shares
authorized and 495,589 shares outstanding 4,955,890
Surplus 1,387,611
Retained earnings 5,052,229
Net unrealized gain on securities available for sale,
net of tax of $138,718 at September 30, 1996 269,278
------------
Total shareholders' equity 11,665,008
------------
Total liabilities and shareholders' equity $113,549,322
============
</TABLE>
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See accompanying notes to consolidated financial statements.
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<PAGE> 5
<TABLE>
VALLEY RIDGE FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
- ---------------------------------------------------------------------------
---THREE MONTHS ENDED--- ---NINE MONTHS ENDED---
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income
Loans, including fees $1,963,637 $1,932,555 $5,817,259 $5,603,809
Federal funds sold 48,976 34,744 169,800 121,466
Investment securities
Taxable 98,695 129,832 323,315 403,823
Nontaxable 183,277 162,327 507,441 410,125
---------- ---------- ---------- ----------
2,294,585 2,259,458 6,817,815 6,539,223
Interest expense
Deposits 799,644 815,917 2,382,619 2,430,637
Other 80,355 53,968 249,835 88,496
---------- ---------- ---------- ----------
879,999 869,885 2,632,454 2,519,133
---------- ---------- ---------- ----------
NET INTEREST INCOME 1,414,586 1,389,573 4,185,361 4,020,090
Provision for loan losses 15,600 20,600 106,800 106,800
---------- ---------- ---------- ----------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 1,398,986 1,368,973 4,078,561 3,913,290
Other income
Service charges 200,167 175,530 603,170 503,561
Gain on sale of investment securities 547 6,524 16,021 4,852
Gain on sale of loans 7,844 1,712 18,169 3,788
Other 72,400 61,781 175,617 184,304
---------- ---------- ---------- ----------
280,958 245,547 812,977 696,505
-5-
<PAGE> 6
Other expense
Salaries and benefits 572,956 554,855 1,727,208 1,657,048
Occupancy 83,223 64,399 237,797 207,943
Furniture and fixtures 70,646 61,188 216,990 209,343
Other 484,340 380,152 1,420,145 1,226,406
---------- ---------- ---------- ----------
1,211,165 1,060,594 3,602,140 3,300,740
---------- ---------- ---------- ----------
INCOME BEFORE FEDERAL INCOME TAX 468,779 553,926 1,289,398 1,309,055
Federal income tax expense 113,298 112,372 319,319 301,583
---------- ---------- ---------- ----------
NET INCOME $ 355,481 $ 441,554 $ 970,079 $1,007,472
========== ========== ========== ==========
Net income per share $ .72 $ .89 $ 1.96 $ 2.04
========== ========== ========== ==========
Dividends per share $ .20 $ .20 $ .60 $ .60
========== ========== ========== ==========
</TABLE>
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See accompanying notes to consolidated financial statements.
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<PAGE> 7
<TABLE>
VALLEY RIDGE FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
- ---------------------------------------------------------------------------
---NINE MONTHS ENDED---
SEPTEMBER 30,
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 970,079 $ 1,007,472
Adjustments to reconcile net income to net
cash from operating activities
Depreciation 158,024 126,005
Amortization of:
Premiums and discounts on securities, net 78,093 89,592
Goodwill and core deposit intangibles 18,734 26,239
Provision for loan losses 106,800 106,800
Gain on sale of securities (16,021) (4,852)
Gain on sale of loans (18,169) (3,788)
Loans originated for sale (2,407,440) (485,542)
Proceeds from loans sold 2,425,609 489,330
Net change in:
Accrued interest receivable and other assets 7,043 18,151
Accrued expenses and other liabilities (1,207,916) (16,615)
----------- -----------
Net cash provided by operating activities 114,836 1,352,792
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in loans 386,525 (4,060,955)
Proceeds from:
Sales of securities available for sale 4,042,300 4,497,416
Repayments and maturities of securities
available for sale 3,427,383 613,848
Repayments and maturities of securities
held to maturity 764,500
Purchase of:
Loans (873,575)
Securities available for sale (7,937,796) (7,756,736)
Securities held to maturity (800,000)
Federal Reserve stock (6,000)
Federal Home Loan Bank stock (125,700) (160,700)
Premises and equipment, net (57,067) (72,829)
----------- -----------
Net cash used in investing activities (1,137,930) (6,981,456)
</TABLE>
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(Continued)
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<PAGE> 8
<TABLE>
VALLEY RIDGE FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
- ---------------------------------------------------------------------------
---NINE MONTHS ENDED---
SEPTEMBER 30,
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock $ 22,550 $ 20,690
Net change in Federal funds purchased 2,800,000 200,000
Net change in securities sold under agreement
to repurchase 411,341
Net increase (decrease) in deposits (3,466,524) 2,142,735
Advances from Federal Home Loan Bank 1,000,000 4,800,000
Payment on Federal Home Loan Bank advance (800,000) (2,009,000)
Dividends paid (275,411) (250,472)
Retirement of fractional shares (1,428)
----------- -----------
Net cash provided by (used in) financing
activities (309,472) 4,903,953
----------- -----------
Net change in cash and cash equivalents (1,332,566) (724,711)
Cash and cash equivalents at beginning of period 10,083,451 6,948,357
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,750,885 $ 6,223,646
=========== ===========
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest $ 2,917,356 $ 2,488,095
Income taxes 475,047 378,273
</TABLE>
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See accompanying notes to consolidated financial statements.
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<PAGE> 9
VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- ---------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of Valley Ridge
Financial Corp. ("Corporation") as of September 30, 1996 and for the
three and nine months ended September 30, 1996 and 1995 have been
prepared in accordance with the Instructions for Form 10-QSB and Item
310(b) of Regulation S-B and do not include all disclosures required
by generally accepted accounting principles for a complete
presentation of the Corporation's financial condition and results of
operations. In the opinion of management, the information reflects
all adjustments (consisting only of normal recurring adjustments)
which are necessary in order to make the financial statements not
misleading and for a fair presentation of the results of operations
for such periods. All financial statement amounts included herein,
except cash dividends per share, have been restated to account for the
acquisition of Community Bank Corporation on July 1, 1996 by the
pooling-of-interests method of accounting. The results for the three-
and nine-month periods ended September 30, 1996 should not be
considered as indicative of results for the year ending December 31,
1996.
2. ACQUISITION
In September of 1995, the Corporation announced that it had signed a
definitive agreement to merge with Community Bank Corporation, parent
company of The Grant State Bank. A Registration Statement on Form S-4
for this transaction was filed with the Securities and Exchange
Commission (Registration Statement No. 333-00724) and was declared
effective by the Securities and Exchange Commission on May 13, 1996.
The shareholders of both the Corporation and Community Bank
Corporation voted to approve the transaction on June 25, 1996. The
transaction was consummated on July 1, 1996, structured as a tax-free
exchange and accounted for under the pooling-of-interests method of
accounting. Valley Ridge Financial Corp. issued 121,727 shares of
common stock in exchange for all of the outstanding shares of
Community Bank Corporation common stock.
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<PAGE> 10
VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- ---------------------------------------------------------------------------
3. SECURITIES
The Corporation classifies all securities into an available-for-sale
category. Available-for-sale securities are those the Corporation may
decide to sell if needed for liquidity, asset-liability management or
other reasons. Available-for-sale securities are reported at fair
value, with unrealized gains and losses included as a separate
component of equity, net of tax.
The Corporation's portfolio of securities available-for-sale consists
of securities acquired to meet the Corporation's regulatory liquidity
requirements and anticipated near term cash funding requirements.
Investments in this portfolio are primarily obligations of states and
political subdivisions.
The amortized cost and fair values of securities at September 30, 1996
were as follows:
<TABLE>
AVAILABLE FOR SALE
<CAPTION> GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUES
---- ----- ------ ------
<S> <C> <C> <C> <C> <C>
Obligations of states and
political subdivisions $14,583,829 $445,759 $(69,122) $14,960,466
Mortgage-backed securities 3,281,411 31,416 (57) 3,312,770
----------- -------- -------- -----------
$17,865,240 $477,175 $(69,179) $18,273,236
=========== ======== ======== ===========
OTHER SECURITIES
Federal Reserve stock $ 168,750 $ 168,750
Federal Home Loan Bank stock 662,900 662,900
Farmer Mac stock 4,996 4,996
----------- -----------
$ 836,646 $ 836,646
=========== ===========
</TABLE>
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<PAGE> 11
VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- ---------------------------------------------------------------------------
3. SECURITIES (Continued)
The amortized cost and fair values of securities at September 30,
1996, by contractual maturity, are shown below. Expected maturities
may differ from contractual maturities because borrowers may have the
right to call or prepay obligations with or without call or prepayment
penalties.
<TABLE>
<CAPTION>
AMORTIZED FAIR
COST VALUES
---- ------
<S> <C> <C> <C>
Due in one year or less $ 2,136,866 $ 2,142,481
Due after one year through five years 1,612,858 1,695,946
Due after five years through ten years 2,693,327 2,924,160
Due after ten years 8,140,778 8,197,879
----------- -----------
14,583,829 14,960,466
Mortgage-backed securities 3,281,411 3,312,770
----------- -----------
$17,865,240 $18,273,236
=========== ===========
</TABLE>
Because of their variable payments, mortgage-backed securities are not
reported by a specific maturity grouping.
4. LOANS
Major loan classifications as of September 30, 1996 are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Commercial $29,956,361
Real estate 35,619,352
Consumer 9,767,011
Agricultural 6,622,089
-----------
$81,964,813
===========
</TABLE>
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<PAGE> 12
VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- ---------------------------------------------------------------------------
5. ALLOWANCE FOR LOAN LOSSES
The following is a summary of the activity in the allowance for loan
losses account for the nine months ended September 30, 1996:
<TABLE>
<CAPTION>
<S> <C> <C>
Balance at January 1, 1996 $1,109,100
Provision for loan losses charged
to operating expense 106,800
Recoveries on loans previously charged
to the allowance 41,019
Losses charged off (41,391)
----------
Balance at September 30, 1996 $1,215,528
==========
</TABLE>
6. OTHER BORROWINGS
At September 30, 1996, the Corporation had the following advances from
the Federal Home Loan Bank ("FHLB"):
<TABLE>
<CAPTION>
TYPE INTEREST RATE MATURITY DATE AMOUNT
---- ------------- ------------- ------
<S> <C> <C> <C> <C>
Fixed 5.730% July 21, 1997 $2,000,000
Fixed 5.260 February 1, 1999 2,000,000
Fixed 5.230 February 1, 1999 1,000,000
----------
$5,000,000
==========
</TABLE>
Each advance requires monthly interest payments at fixed rates. These
borrowings are collateralized by nonspecific loans within the mortgage
portfolio up to the principal amount of advances outstanding. The fixed
rate notes carry a minimum prepayment penalty of $5,000.
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<PAGE> 13
VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- ---------------------------------------------------------------------------
7. EARNINGS PER COMMON SHARE:
Earnings per share are calculated on the basis of the weighted-average
number of shares outstanding. Earnings per share amounts are based on
495,589 and 495,377 shares outstanding for the three and nine months
ended September 30, 1996, respectively, and 494,589 and 494,497 shares
outstanding for the three and nine months ended September 30, 1995,
respectively. All share amounts have been restated to reflect stock
dividends and splits.
8. STOCK SPLITS
On January 26, 1995, the Board of Directors approved a two-for-one
split of the Corporation's common stock effected in the form of a
stock dividend. The stated par value of each share was not changed
from $10. All share and per share amounts have been adjusted to
reflect this stock split.
9. LOAN SERVICING RIGHTS
In May of 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 122, ACCOUNTING
FOR MORTGAGE SERVICING RIGHTS, to require that a mortgage-banking
enterprise recognize, as separate assets, acquired rights to service
mortgage loans for others. A mortgage banking enterprise that
acquires mortgage servicing rights through either the purchase or
origination of mortgage loans and sells or securitizes those loans
with servicing rights retained should allocate the total cost of the
mortgage loans to the mortgage servicing rights and the loans (without
the mortgage servicing rights) based on their relative fair values if
it is practicable to estimate those fair values. If it is not
practicable to estimate the fair values of the mortgage servicing
rights and the mortgage loans (without the mortgage servicing rights),
the entire cost of purchasing or originating the loans should be
allocated to the mortgage loans (without the mortgage servicing
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<PAGE> 14
VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- ---------------------------------------------------------------------------
9. LOAN SERVICING RIGHTS (Continued)
rights) and no cost should be allocated to the mortgage servicing
rights.
This Statement requires that a mortgage-banking enterprise assess its
capitalized mortgage servicing rights for impairment based on the fair
value of those rights. A mortgage-banking enterprise should stratify
its mortgage servicing rights that are capitalized after the adoption
of this Statement based on one or more of the predominant risk
characteristics of the underlying loans. Impairment should be
recognized through a valuation allowance for each impaired stratum.
The Corporation adopted SFAS No. 122 on January 1, 1996. The impact
of adopting SFAS No. 122 has not been material to the Corporation.
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<PAGE> 15
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion is designed to provide a review of the
consolidated financial condition and results of operations of Valley Ridge
Financial Corp. ("Valley Ridge") for the periods presented in the financial
statements filed as part of this report. This discussion should be read in
conjunction with the consolidated financial statements and related notes.
RESULTS OF OPERATIONS: Valley Ridge reported net income of $355,481 or
$.72 per share for the third quarter of 1996. This was 19% lower than the
$441,554, or $.89 per share, earned in the third quarter of 1995.
For the first nine months of 1996, Valley Ridge reported net income of
$970,079 or $1.96 per share, a 4% decrease from the $1,007,472 or $2.04 per
share for the same period in 1995. The decrease in the third quarter of
1996 as well as for the nine months ended September 30, 1996 was primarily
a result of increased other expenses, partially offset by improved net
interest income. Net interest income, before the provision for loan
losses, of $1,414,586 for the third quarter of 1996, was approximately 2%
higher than the $1,389,573 reported for the same period in 1995. Net
interest income, before the provision for loan losses, of $4,185,361 for
the first nine months of 1996, was approximately 4% higher than the
$4,020,090 reported for the same period in 1995.
Net charge-offs were $128 and $372 for the third quarter and the first nine
months of 1996, respectively, compared to net charge-offs of $38,838 and
$23,896 for the third quarter and the first nine months of 1995,
respectively. The provision for loan losses was $15,600 and $106,800 for
the third quarter and the first nine months of 1996, respectively, compared
to $20,600 and $106,800 for the same periods in 1995. The provision for
loan losses represents the adjustment to the allowance for loan losses
needed to maintain the allowance at a level determined by management to
cover inherent losses within Valley Ridge's loan portfolio.
Noninterest income was $280,958 and $812,977 for the third quarter and the
nine months ended September 30, 1996, respectively, compared to $245,547
and $696,505 for the same periods in 1995. The increase for both the third
quarter as well as the first nine months of 1996 was primarily a result of
increased service charges on deposit accounts and increased investment
center income during 1996 compared to 1995. However, the increase in
noninterest income was more than offset by an increase in noninterest
expense to $1,211,165 and $3,602,140 for the third quarter and nine months
ended September 30, 1996, respectively, compared to $1,060,594 and
$3,300,740 for the same periods in 1995. This was primarily due to an
increase in legal and accounting fees related to the merger with Community
Bank Corporation. There was a significant drop in FDIC insurance premium
costs from approximately $98,000 during 1995 to $4,000 during 1996.
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<PAGE> 16
Management is not aware of any existing trends, events, uncertainties or
current recommendations by regulatory authorities that are expected to have
a material impact on Valley Ridge's future operating results.
FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES: Total assets
decreased by slightly less than 1% or $790,575 to $113,549,322 at
September 30, 1996 compared to $114,339,897 at December 31, 1995. Total
liabilities decreased by slightly more than 1% or $1,263,099 to
$101,884,314 at September 30, 1996 compared to $103,147,413 at December 31,
1995. Total shareholders' equity increased by $472,524 to $11,665,008 at
September 30, 1996. The increase in shareholders' equity is due to
retention of earnings and sales of stock to the employee stock ownership
plan, partially offset by a decline in the unrealized gain on securities
available for sale.
Total loans increased by slightly less than 1% or $486,679 from the balance
at December 31, 1995 to $81,964,813 at September 30, 1996. Deposits
decreased by $3,466,524 or 3.6% to $92,844,395 at September 30, 1996. The
overall impact of these two changes was an increase in the net loan to
deposit ratio to 87% at September 30, 1996 compared to 83.4% at
December 31, 1995. The allowance for loan losses increased by $106,429
causing the ratio of reserves to outstanding loans to increase from 1.36%
at December 31, 1995 to 1.48% at September 30, 1996.
Valley Ridge paid dividends totaling $275,411 in the first nine months of
1996, compared to $250,472 paid during the same period in 1995. Cash
dividends per share in 1996 have been adjusted for the 2 for 1 stock split
paid in the first quarter of 1995.
Shareholders' equity as a percent of total assets was 10.27% at September
30, 1996 compared to 9.79% at December 31, 1995. Valley Ridge's capital
ratios continue to exceed the minimum regulatory levels prescribed by the
Federal Reserve Board.
Total cash and cash equivalents and investment securities totaled
$27,024,121 at September 30, 1996 or about 24% of total assets. Management
believes that the current level of liquidity is sufficient to meet the
normal operating needs of Valley Ridge.
The principal source of funding for Valley Ridge continues to come from its
deposit customers, which have historically been a stable source of funds.
Other sources of funding include normal loan repayments, sales and
maturities of securities, federal funds available from correspondent banks,
and additional advances available from the Federal Home Loan Bank.
Securities sold under agreements to repurchase generally mature within one
to three days from the transaction date. Kent City State Bank has pledged
- ---------------------------------------------------------------------------
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<PAGE> 17
certain investment securities, which are held in safekeeping, as collateral
against these borrowings. Kent City State Bank did not participate in
repurchase agreements during 1995.
In September of 1995, the Corporation announced that it had signed a
definitive agreement to merge with Community Bank Corporation, parent
company of The Grant State Bank. A Registration Statement on Form S-4 for
this transaction was filed with the Securities and Exchange Commission
(Registration Statement No. 333-00724) and was declared effective by the
Securities and Exchange Commission on May 13, 1996. The shareholders of
both the Corporation and Community Bank Corporation voted to approve the
transaction on June 25, 1996. The transaction was consummated on July 1,
1996, structured as a tax-free exchange and accounted for under the
pooling-of-interests method of accounting. Valley Ridge Financial Corp.
issued 121,727 shares of common stock in exchange for all of the
outstanding shares of Community Bank Corporation common stock.
- ---------------------------------------------------------------------------
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<PAGE> 18
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as part of this report:
EXHIBIT NO. DOCUMENT
3.1 Articles of Incorporation. Previously filed as an
exhibit to the Registrant's Registration Statement on
Form S-4 (Registration Statement No. 333-00724). Here
incorporated by reference.
3.2 Bylaws. Previously filed as an exhibit to the
Registrant's Registration Statement on Form S-4
(Registration Statement No. 333-00724). Here
incorporated by reference.
4.1 Form of Stock Certificate. Previously filed as an
exhibit to the Registrant's Registration Statement on
Form S-4 (Registration Statement No. 333-00724). Here
incorporated by reference.
4.2 Excerpts from Articles of Incorporation. Previously
filed as an exhibit to the Registrant's Registration
Statement on Form S-4 (Registration Statement No.
333-00724). Here incorporated by reference.
4.3 Excerpts from Bylaws. Previously filed as an exhibit
to the Registrant's Registration Statement on Form S-4
(Registration Statement No. 333-00724). Here
incorporated by reference.
4.4 Long-Term Debt. Valley Ridge is a party to several
long-term debt agreements which do not exceed 10% of
Valley Ridge's total consolidated assets. Valley Ridge
agrees to furnish copies of the agreements defining the
rights of the other parties thereto to the Securities
and Exchange Commission upon request.
27 Financial Data Schedule.
(b) REPORTS ON FORM 8-K. The following reports on Form 8-K were
filed during the quarter covered by this report:
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<PAGE> 19
<TABLE>
<CAPTION>
DATE OF REPORT ITEMS REPORTED FINANCIAL STATEMENTS
-------------- -------------- --------------------
<S> <C> <C>
July 15, 1996 2 (Acquisition or Dis- Audited Consolidated Financial
position of Assets) and Statements of Community Bank
7 (Financial Statements, Corporation at December 31, 1995
Pro Forma Financial and 1994 and for the periods
Information and Exhibits) ended December 31, 1995, 1994
and 1993; Pro Forma Combined
Financial Statements of Valley
Ridge Financial Corp. at
December 31, 1995 and for the
periods ended December 31, 1995,
1994 and 1993.
September 11, 1996 7 (Financial Statements, Interim Financial Statements of
Pro Forma Financial Community Bank Corporation at
Information and Exhibits) June 30, 1996 and for the six-
month periods ended June 30, 1996
and 1995; Interim Pro Forma
Condensed Combined Financial
Statements of Valley Ridge
Financial Corp. at June 30, 1996
and for the six-month periods
ended June 30, 1996 and 1995.
</TABLE>
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<PAGE> 20
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
VALLEY RIDGE FINANCIAL CORP.
Registrant
Date: November 13, 1996 /S/ MICHAEL MCHUGH
Michael McHugh, Secretary/Treasurer
(Principal Financial and Accounting
Officer and duly authorized signatory
for the Registrant)
- ---------------------------------------------------------------------------
-20-
<PAGE> 21
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
3.1 Articles of Incorporation. Previously filed as an
exhibit to the Registrant's Registration Statement on
Form S-4 (Registration Statement No. 333-00724). Here
incorporated by reference.
3.2 Bylaws. Previously filed as an exhibit to the
Registrant's Registration Statement on Form S-4
(Registration Statement No. 333-00724). Here
incorporated by reference.
4.1 Form of Stock Certificate. Previously filed as an
exhibit to the Registrant's Registration Statement on
Form S-4 (Registration Statement No. 333-00724). Here
incorporated by reference.
4.2 Excerpts from Articles of Incorporation. Previously
filed as an exhibit to the Registrant's Registration
Statement on Form S-4 (Registration Statement No.
333-00724). Here incorporated by reference.
4.3 Excerpts from Bylaws. Previously filed as an exhibit
to the Registrant's Registration Statement on Form S-4
(Registration Statement No. 333-00724). Here
incorporated by reference.
4.4 Long-Term Debt. Valley Ridge is a party to several
long-term debt agreements which do not exceed 10% of
Valley Ridge's total consolidated assets. Valley Ridge
agrees to furnish copies of the agreements defining the
rights of the other parties thereto to the Securities
and Exchange Commission upon request.
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF VALLEY RIDGE
FINANCIAL CORP. FOR THE PERIOD ENDED SEPTEMBER 30, 1996, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 6,251
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 2,500
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 18,273
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 81,965
<ALLOWANCE> 1,216
<TOTAL-ASSETS> 113,549
<DEPOSITS> 92,844
<SHORT-TERM> 3,211
<LIABILITIES-OTHER> 829
<LONG-TERM> 5,000
<COMMON> 4,956
0
0
<OTHER-SE> 6,709
<TOTAL-LIABILITIES-AND-EQUITY> 113,549
<INTEREST-LOAN> 5,817
<INTEREST-INVEST> 831
<INTEREST-OTHER> 170
<INTEREST-TOTAL> 6,818
<INTEREST-DEPOSIT> 2,383
<INTEREST-EXPENSE> 2,632
<INTEREST-INCOME-NET> 4,185
<LOAN-LOSSES> 107
<SECURITIES-GAINS> 16
<EXPENSE-OTHER> 3,602
<INCOME-PRETAX> 1,289
<INCOME-PRE-EXTRAORDINARY> 1,289
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 970
<EPS-PRIMARY> 1.96
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 98
<LOANS-PAST> 266
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,109
<CHARGE-OFFS> 41
<RECOVERIES> 41
<ALLOWANCE-CLOSE> 1,216
<ALLOWANCE-DOMESTIC> 600
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 616
</TABLE>
