VALLEY RIDGE FINANCIAL CORP
10-Q, 1999-08-16
STATE COMMERCIAL BANKS
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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 June 30, 1999

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 (IRS Employer Identification No.)
Incorporation or Organization)  
 
450 West Muskegon Avenue (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 of 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer 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 619,979 shares of Common Stock (no par value) outstanding as of June 30, 1999.

Transitional Small Business Disclosure Format (check one):   Yes                 No   X   












VALLEY RIDGE FINANCIAL CORP.
INDEX



PART I. FINANCIAL INFORMATION Page No.
 
  Item 1.     Financial Statements  
 
  Condensed Consolidated Balance Sheets -  
    June 30, 1999 (Unaudited) and December 31, 1998 3
 
  Condensed Consolidated Statements of Income - Three  
    and Six Months Ended June 30, 1999 (Unaudited) and  
    June 30, 1998 (Unaudited) 4
 
  Consolidated Statements of Comprehensive Income - Three  
    and Six Months Ended June 30, 1999 (Unaudited) and  
    June 30, 1998 (Unaudited) 5
 
  Condensed Consolidated Statements of Cash Flows -  
    Six Months Ended June 30, 1999 (Unaudited) and  
    June 30, 1998 (Unaudited) 6
 
  Notes to Condensed Consolidated Financial Statements (Unaudited) 7
 
  Item 2.     Management's Discussion and Analysis or Plan of Operation 9
 
 
PART II. OTHER INFORMATION  
 
  Item 4.     Submission of Matters to a Vote of Security Holders 13
 
  Item 6.     Exhibits and Reports on Form 8-K 14
 
SIGNATURES   15






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PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

VALLEY RIDGE FINANCIAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS


  June 30,   December 31,
  1999
   1998
  (Unaudited)    
ASSETS      
     Cash and due from banks $  6,217,560   $  5,553,484
     Federal funds sold 0
   5,000
          Total cash and cash equivalents 6,217,560   6,053,484
 
     Securities available for sale 29,813,953   29,294,862
     Other securities 1,351,828   1,351,828
     Loans held for sale 3,831,370   3,670,761
 
     Total loans 104,355,908   99,433,953
     Allowance for loan losses (1,390,500)
   (1,388,700)
  102,965,408   98,045,253
 
     Premises and equipment - net 5,136,142   5,721,881
     Other assets 4,212,731
   4,057,041
 
          Total assets $153,528,992
   $148,195,110
 
LIABILITIES AND SHAREHOLDERS' EQUITY      
     Deposits      
          Noninterest-bearing $ 16,828,788   $ 20,473,900
          Interest-bearing 99,895,842
   99,108,851
  116,724,630   119,582,751
 
     Securities sold under agreement to repurchase 1,458,397   1,204,014
     Federal funds purchased 3,200,000   0
     Other borrowings 17,000,000   11,000,000
     Accrued expenses and other liabilities 831,450
   1,923,894
          Total liabilities 139,214,477   133,710,659
 
Shareholders' equity      
     Common stock, no par value: 2,000,000 shares      
        authorized; 619,979 and 622,573 shares outstanding      
        at June 30, 1999 and December 31, 1998, respectively 7,666,697   7,666,697
     Retained earnings 6,634,244   6,007,862
     Unearned compensation (40,441)   (40,441)
     Net unrealized gain on securities available for sale 54,015
   850,333
          Total shareholders' equity 14,314,515
   14,484,451
 
               Total liabilities and shareholders' equity $153,528,992
   $148,195,110


See accompanying notes to condensed consolidated financial statements.

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VALLEY RIDGE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


  Three Months Ended   Six Months Ended
  June 30, 1999
   June 30, 1998
   June 30, 1999
   June 30, 1998
 
Interest income              
     Loans, including fees $2,361,313   $2,233,940   $4,622,882   $4,412,333
     Federal funds sold 1,471   39,848   5,806   109,131
     Investment securities 481,277
   370,718
   947,226
   716,128
  2,844,061   2,644,506   5,575,914   5,237,592
Interest expense              
     Deposits 866,745   887,799   1,763,995   1,821,569
     Other 254,989
   165,200
   441,935
   330,870
  1,121,734
   1,052,999
   2,205,930
   2,152,439
 
Net interest income 1,722,327   1,591,507   3,369,984   3,085,153
 
Provision for loan losses 37,500
   37,500
   75,000
   75,000
 
Net interest income after provision for loan losses 1,684,827   1,554,007   3,294,984   3,010,153
 
Other income              
     Service charges and other income 351,894   248,792   730,992   506,626
     Gain (loss) on sales of investment securities (9,174)   (139)   (9,174)   80,438
     Gain (loss) on sale of fixed assets 88,372   0   88,371   0
     Gain (loss) on sale of loans (9,751)
   8,566
   (9,751)
   22,299
  421,341   257,219   800,438   609,363
Other expense              
     Salaries and benefits 750,505   686,631   1,527,583   1,378,175
     Occupancy 103,363   76,134   209,422   151,169
     Furniture and fixtures 120,121   62,387   229,966   123,203
     FDIC insurance premium 5,094   4,721   6,793   7,783
     Supplies 31,562   43,021   79,305   74,541
     Other 458,035
   476,683
   849,948
   839,118
  1,468,680
   1,349,577
   2,903,017
   2,573,989
 
Income before federal income tax 637,488   461,649   1,192,405   1,045,527
 
Federal income tax expense 143,333
   98,352
   254,736
   227,808
 
Net income $  494,155
   $  363,297
   $  937,669
   $  817,719
Basic and diluted earnings per share $        0.80
   $        0.59
   $        1.51
   $        1.32


See accompanying notes to condensed consolidated financial statements.

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VALLEY RIDGE FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)



  Three Months Ended   Six Months Ended
  June 30,   June 30,   June 30,   June 30,
  1999   1998   1999   1998
 
Net income $494,155   $363,297   $937,669   $817,719
 
Other comprehensive income:              
     Change in unrealized gains on              
          securities available for sale (649,125)
   99,574
   (796,318)
   50,868
 
Comprehensive income $(154,970)
   $462,871
   $141,351
   $868,587














See accompanying notes to condensed consolidated financial statements.

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VALLEY RIDGE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


  June 30, 1999
   June 30, 1998
 
Cash flows from operating activities      
     Net income $   937,669   $   817,719
          Adjustments to reconcile net income      
            to net cash from operating activities      
                 Depreciation 237,108   100,593
                 Amortization of:      
                      Premiums and discounts on securities, net 64,100   14,459
                      Goodwill and core deposit intangibles 2,387   8,292
                 Provision for loan losses 75,000   75,000
                 (Gain) loss on sale of securities 9,174   (80,438)
                 (Gain) loss on sale of loans 9,751   (22,299)
                 (Gain) loss on sale of fixed assets (88,371)   0
                 Loans originated for sale (3,598,938)   (3,461,167)
                 Proceeds from loans sold 3,990,438   3,408,900
                 Net change in:      
                      Accrued interest receivable 55,419   90,292
                      Other assets (213,496)   (212,870)
                      Accrued expenses and other liabilities (427,836)
   762,377
                           Net cash from operating activities 1,052,405   1,500,858
 
Cash flows from investing activities      
     Net change in loans (5,557,015)   (4,206,665)
     Proceeds from:      
          Sales of securities available for sale 3,391,227   4,328,446
          Repayments and maturities of securities available for sale 3,306,515   2,033,217
     Purchase of:      
          Securities available for sale (8,496,650)   (7,389,494)
          Premises and equipment, net 437,002
   (1,713,825)
               Net cash used in investing activities (6,918,921)   (6,948,321)
 
Cash flows from financing activities      
     Net increase (decrease) in deposits (2,858,121)   4,527,235
     Advances from Federal Home Loan Bank 11,000,000   0
     Repayment of Federal Home Loan Bank advances (5,000,000)   0
     Net increase (decrease) in Federal Funds purchased 3,200,000   0
     Dividends paid (311,287)
   (309,990)
          Net cash from financing activities 6,030,592
   4,217,245
 
Net change in cash and cash equivalents 164,076   (1,230,218)
 
Cash and cash equivalents at beginning of year 6,053,484
   8,502,762
 
Cash and cash equivalents at end of period $6,217,560
   $7,272,544
 
Supplemental disclosures of cash flow information      
     Cash paid during the year for:      
          Interest $2,199,368   $2,165,516
          Income taxes 267,702   311,150



See accompanying notes to condensed consolidated financial statements.

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VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


1. BASIS OF PRESENTATION
 
  The unaudited financial statements for the three and six months ended June 30, 1999 and June 30, 1998 include the consolidated results of operations of Valley Ridge Financial Corp. (the "Corporation") and its wholly-owned subsidiary, Valley Ridge Bank (the "Bank"). These consolidated financial statements 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 accruals) which are necessary in order to make the financial statements not misleading and for a fair presentation of the results that may be achieved of operations for such periods. The results for the period ended June 30, 1999 should not be considered as indicative of results that may be achieved for a full year. For further information, refer to the consolidated financial statements and footnotes included in the Corporation's Annual Report on Form 10-KSB for the year ended December 31, 1998.
 
 
2. ALLOWANCE FOR LOAN LOSSES
 
  The following is a summary of the activity in the allowance for loan losses account for the six months ended June 30, 1999:

Balance at January 1, 1999 $1,388,700
     Provision for loan losses charged  
       to operating expense 75,000
     Recoveries on loans previously charged  
       to the allowance 25,742
     Loans charged off (98,942)
 
Balance at June 30, 1999 $1,390,500














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VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


3. OTHER BORROWINGS:
 
  At June 30, 1999, the Corporation had the following advances from the Federal Home Loan Bank ("FHLB"):

Type   Interest Rate   Maturity Date   Amount
 
Fixed   6.080   September 22, 1999   $ 3,000,000
Variable   5.060   October 27, 1999   1,000,000
Variable   5.060   December 6, 1999   6,000,000
Variable   5.060   January 10, 2000   2,000,000
Variable   5.340   July 10, 2000   2,000,000
Fixed   5.120   October 22, 2003   3,000,000
 
  $17,000,000

  Each advance requires monthly interest payments at either fixed or adjustable rates. The variable rate is based on the FHLB overnight rate and adjusts quarterly. These borrowings are collateralized by nonspecific loans within the mortgage portfolio up to the principal outstanding.
 
 
4. EARNINGS PER COMMON SHARE
 
  Basic earnings and diluted earnings per share are calculated on the basis of the weighted average number of shares outstanding. Earnings per share amounts are based on 619,979 and 622,573 shares outstanding for the three and six months ended June 30, 1999 and 1998, respectively. All share amounts have been restated to reflect stock dividends and splits.













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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. (the "Corporation"). This discussion should be read in conjunction with the consolidated financial statements and related notes.

Forward-Looking Statements

This discussion and analysis of financial condition and results of operations, and other sections of this report, contain forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about the Corporation itself. Words such as "anticipates," "believes," "estimates," "judgment," "expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, the statements under the caption "Year 2000 Readiness Disclosure" are forward-looking statements. Assessments that the Corporation and/or its information and non-information technology systems are year 2000 "compliant" or "ready" are statements of belief as to the outcome of future events based in part on information provided by vendors and other third parties that the Corporation has not independently verified. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("Future Factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed, implied or forecasted in such forward-looking statements.

Future Factors include, but are not limited to, changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulations; changes in tax laws; changes in prices, levies and assessments; the impact of technological advances and issues, including year 2000 issues; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behavior as well as their ability to repay loans; and changes in the national economy. These are representative of the Future Factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement. The Corporation undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.


Results of Operations

Net Income: The Corporation reported net income of $494,155 or $.80 per share for the second quarter of 1999 compared to $363,297, or $0.59 per share for the same period in 1998. Year-to-date net income was $937,669 or $1.51 per share for 1999 compared to $817,719 or $1.32 per share for 1998. The improvement was primarily a result of improved net interest income and noninterest income, partially offset by increased noninterest expense.

Net Interest Income: Net interest income increased $130,820 or 8% to $1,722,327 for the three-month period ended June 30, 1999 and $284,831 or 9% to $3,369,984 for the six-month period ended June 30, 1999 compared to the same periods in 1998. The increases in net interest income are primarily attributable to increases in net loans of $7.5 million or 7.9% from June 30, 1998 to June 30, 1999 and an increase in investment securities of $5.3 million, or 20.8% from June 30, 1998 to June 30, 1999.




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Provision for Loan Losses: 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 the Corporation's loan portfolio. The allowance for loan losses is based on the application of projected loss ratios to the risk-ratings of loans, both individually and by category. Projected loss ratios incorporate such factors as recent loss experience, current economic conditions and trends, trends in past due and impaired loans, and risk characteristics of various categories and concentrations of loans. The provision remained constant at $37,500 for the three months ended June 30, 1999 and $75,000 for the six months ended June 30, 1999 compared to the same periods in 1998. Net charge-offs were $35,727 for the second quarter of 1999 compared to net charge-offs of $40,501 for the same period in 1998. Net charge-offs year-to-date were $73,199 as of June 30,  1999 compared to net charge-offs of $32,105 for 1998. Management will continue to monitor the allowance for loan losses and make additions to the allowance through the provision for loan losses as economic conditions dictate.

Noninterest Income: Noninterest income for the three months ended June 30, 1999 was approximately $420,000 as compared to approximately $257,000 for the same period in 1998. Noninterest income for six months ended June 30, 1999 increased to approximately $800,000 from approximately $609,000 at June 30, 1998. The increase is attributable in part to an increase in ATM fees during 1999.


Noninterest Expense: Noninterest expense increased to approximately $1.47 million and $2.9 million for the three and six months ended June 30, 1999 compared to approximately $1.35 million and $2.57 million for the same periods in 1998. Salaries and benefits increased 9% from $686,831 for the three months ended June 30, 1998 to $750,505 for the same period in 1999 and increased 10.8% from $1,378,175 for the six months ended June 30, 1998 to $1,527,583 for the same period in 1999. Occupancy and furniture and fixtures expenses increased approximately $165,000 to $439,388 at June 30, 1999 due to the construction of a new main office in Kent City, Michigan, which opened in July 1998. Other expenses increased from $839,118 for the six months ended June 30, 1998 to $849,948 for the same period in 1999.


Financial Condition, Liquidity, and Capital Resources:

Total assets increased 3.6% or $5.3 million to approximately $153.5 million at June 30, 1999 compared to approximately $148.2 million at December 31, 1998. Total liabilities increased 4.1% or $5.5 million to approximately $139.2 million at June 30, 1999 compared to approximately $133.7 million at December 31, 1998. The increase in total assets was funded by $6 million in borrowings from the FHLB. Total shareholders' equity decreased approximately $170,000 to approximately $14.3 million at June 30, 1999. The decrease in shareholders' equity is primarily related to the retention of earnings after dividend payouts offset by a decrease in the unrealized gain on securities available for sale of 796,318.

Total loans increased approximately $5.1 million or 4.9% to approximately $104.4 million at June 30, 1999. Deposits decreased approximately $2.9 million or 2.4% to approximately $116.7 million at June 30, 1999. The net loan to deposit ratio increased to 88.2% at June 30, 1999 from 82.0% at December 31, 1998. The allowance for loan losses increased $1,800 at June 30, 1999, while maintaining a reserve of 1.33% of outstanding loans.

The Corporation paid dividends of $311,287 during the six months ended June 30, 1999, compared to $309,990 paid during the same period in 1998.

Shareholders' equity as a percent of total assets was 9.3% at June 30, 1999 compared to 9.8% at December 31, 1998. The Corporation's capital ratios continue to exceed the minimum regulatory levels prescribed by the Board of Governors of the Federal Reserve System.





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Total cash and cash equivalents and investment securities totaled approximately $37.4 million at June 30, 1999 or about 24.3% of total assets. Deposits decreased 2.4% during the first six months of 1999 and management believes its deposit base will remain a stable source of funds for the remainder of 1999. 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 (FHLB). As of June 30, 1999, the Corporation had outstanding advances from the FHLB totaling $17 million. Management believes that the current level of liquidity is sufficient to meet the normal operating needs of the Bank.

Year 2000 Readiness Disclosure

The Corporation is currently in the process of addressing an issue that is facing all users of automated information systems. The issue is that many computer systems that process transactions based on two digits representing the year of the transaction may recognize a date using "00" as the year 1900 rather than the year 2000. The inability to correctly recognize "00" as the year 2000 could affect a wide variety of automated information systems, such as mainframe applications, personal computers and communication systems, in the form of software failure, errors or miscalculations.

The Corporation has developed a plan to prepare for the year 2000. This plan included the performance of an inventory of hardware and software applications, which has been completed, and non-information technology systems, communicating with third party vendors, suppliers and customers, and obtaining certifications of compliance from third party providers. The Corporation's core computer services provider, West Shore Computer Services, Inc. ("West Shore") (20% of the stock of which is owned by the Corporation) has implement its own plan to perform an inventory of its systems and ensure that its systems are year 2000 compliant. The Corporation believes that West Shore has completed approximately 93% of its plan.

The Corporation had completed approximately 92% of its plan as of June 30, 1999 at a cost of $80,000. This includes costs related to personnel, programming, and hardware and software upgrades and replacements. Management anticipates that an additional $22,000 in personnel, programming, and hardware and software upgrades and replacements will be required to complete the plan during 1999. While additional unforeseen costs may occur, these costs are not expected to be significant.

The impact of the year 2000 issue on the Corporation will depend not only on corrective actions that the Corporation takes, but also on the way in which year 2000 issues are addressed by governmental agencies, businesses and other third parties that provide services or data to, or receive services or data from, the Corporation, or whose financial condition or operational capability is important to the Corporation. To reduce this exposure, the Corporation has initiated formal communications with its significant suppliers and large customers to determine the extent to which the Corporation's interface systems are vulnerable to those third parties' failures to resolve their own year 2000 issues. The Corporation is continuing to seek assurances from its third party vendors and suppliers confirming that the third parties' software systems are year 2000 compliant or an expected compliance date a reasonable time before December 31, 1999. The Corporation is continuing to seek assurances that the systems of other companies on which the Corporation's systems rely will be timely converted or modified. If such modifications and conversions are not completed timely, their inability to correctly recognize the year 2000 could have an adverse impact on the operations of the Corporation.

The Corporation's credit risk associated with borrowers may increase to the extent borrowers fail to adequately address year 2000 issues. As a result, the Bank identified its material borrowers and has




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assessed these borrowers' year 2000 readiness. The material borrowers' year 2000 readiness will be monitored periodically, based on the level of risk that the year 2000 has been estimated to potentially impact the business of each borrower.

The Corporation has prepared general contingency plans to address unforeseen year 2000 issues, including plans in the event that mission critical systems experience difficulties or other significant third parties fail to adequately address year 2000 issues. Such plans principally involve the operation of systems in an off-line environment. This would be accomplished by the manual and desktop computer update of financial records until problems or difficulties are remedied. Internal remediation plans are being developed in the remaining information and non-information technology areas. The Corporation is also enhancing its existing business resumption plans to reflect year 2000 issues. It is developing plans, designed to coordinate the efforts of its personnel and resources in addressing any year 2000 difficulties that become evident after December 31, 1999. There can be no assurance that any plans will fully mitigate any such difficulties. Furthermore, there may be certain mission critical third parties, such as utilities or telecommunications companies, where alternative arrangements or other sources are limited or unavailable.

The Corporation believes that with modifications to existing hardware and software and conversions to new hardware and software, the year 2000 issue should not pose significant operational problems for its computer systems and that costs to be incurred will not be material to the Corporation's results of operations, liquidity or capital resources.

There can be no guarantee that these estimates will be achieved and actual results could differ from those anticipated. Specific factors that might cause differences include, but are not limited to, the ability of other companies on which the Corporation's systems rely to modify or convert their systems to be year 2000 compliant, the ability to locate and correct all relevant computer codes, and similar uncertainties. This year 2000 readiness disclosure is in part based upon and repeats information provided to the Corporation by outside sources, including its customers, suppliers, and other business partners and the vendors and licensors of the Corporation's software, hardware and other systems and equipment. Although the Corporation believes this outside information is accurate, the Corporation is not the original source of this outside information and has not independently verified the information.















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PART II.  OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders.

On May 25, 1999, the Corporation held its 1999 Annual Meeting of Shareholders. The purpose of the meeting was to elect six directors for three-year terms expiring in 2002.

Six candidates nominated by management were elected by the shareholders to serve as directors of the Corporation at the meeting. The following sets forth the results of the voting with respect to each candidate:

Name of Candidate   Shares Votes    
 
Michael E. McHugh   For   505,993
    Authority Withheld   218
    Broker Non-Votes   0
 
Dennis C. Nelson   For   503,376
    Authority Withheld   2,835
    Broker Non-Votes   0
 
John J. Niederer   For   506,211
    Authority Withheld   0
    Broker Non-Votes   0
 
Paul K. Spoelman   For   505,993
    Authority Withheld   218
    Broker Non-Votes   0
 
Donald Swanson   For   505,993
    Authority Withheld   218
    Broker Non-Votes   0
 
Donald VanSingel   For   506,004
    Authority Withheld   207
    Broker Non-Votes   0

The following persons remained as directors of the Corporation with terms expiring in 2000: Jerome B. Arends, K. Timothy Bull, Richard L. Edgar, and Fred J. Finkbeiner. The following persons remained as directors of the Corporation with terms expiring in 2001: Gary Gust, Ronald L. Hansen, Robert C. Humphreys, and Ben J. Landheer.







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Item 6.  Exhibits and Reports on Form 8-K.

          (a)     Exhibits.  The following documents are filed as exhibits to this report on Form 10-QSB:

Exhibit No.         Document
 
3.1 Restated Articles of Incorporation. Previously filed as an exhibit to the Corporation's Quarterly Report on Form 10-QSB for the quarter ended June 30, 1998. Here incorporated by reference.
 
3.2 Bylaws. Previously filed as Exhibit 3(b) to the Corporation's Registration Statement on Form S-4 (Registration Statement No. 333-00724) filed January 30, 1996. Here incorporated by reference.
 
27 Financial Data Schedule.

          (b)     Reports on Form 8-K.  No reports on Form 8-K were filed during the quarter covered by this Form 10-QSB.






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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:  August 16, 1999     /s/ Michael E. McHugh
  Michael McHugh, Secretary and Treasurer
  (Duly Authorized Signatory
     for Registrant and Principal
     Financial and Accounting
     Officer)






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EXHIBIT INDEX

Exhibit No.         Document
 
3.1 Restated Articles of Incorporation. Previously filed as an exhibit to the Corporation's Quarterly Report on Form 10-QSB for the quarter ended June 30, 1998. Here incorporated by reference.
 
3.2 Bylaws. Previously filed as Exhibit 3(b) to the Corporation's Registration Statement on Form S-4 (Registration Statement No. 333-00724) filed January 30, 1996. Here incorporated by reference.
 
27 Financial Data Schedule.



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