<PAGE>
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, 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 (I.R.S. Employer Identification No.)
Incorporation or Organization)
450 W. MUSKEGON (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 622,573 shares of Common Stock (no par value) outstanding as of
March 31, 1999.
Transitional Small Business Disclosure Format (check one): Yes_____
No__X__.
<PAGE>
VALLEY RIDGE FINANCIAL CORP.
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
March 31, 1999 (Unaudited) and December 31, 1998. . . 3
Condensed Consolidated Statements of Income -
Three Months Ended March 31, 1999 (Unaudited)
and March 31, 1998 (Unaudited). . . . . . . . . . . . 4
Consolidated Statements of Comprehensive Income -
Three Months Ended March 31, 1999 (Unaudited)
and March 31, 1998 (Unaudited) . . . . . . . . . . 5
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1999 (Unaudited) and
March 31, 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 6. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . 13
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
<TABLE>
VALLEY RIDGE FINANCIAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
- ---------------------------------------------------------------------------
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and due from banks $ 4,563,946 $ 5,553,484
Federal funds sold 500,000
------------ ------------
Total cash and cash equivalents 4,563,946 6,053,484
Securities available for sale 33,407,219 29,294,862
Other securities 1,351,828 1,351,828
Loans held for sale 3,699,677 3,670,761
Total loans 99,244,253 99,433,953
Allowance for loan losses (1,390,473) (1,388,700)
------------ ------------
97,853,780 98,045,253
Premises and equipment - net 5,708,897 5,721,881
Other assets 4,246,022 4,057,041
------------ ------------
Total assets $150,831,369 $148,195,110
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest-bearing $ 17,900,045 $ 20,473,900
Interest-bearing 99,443,189 99,108,851
------------ ------------
117,343,234 119,582,751
Securities sold under agreement to repurchase 519,194 1,204,014
Federal funds purchased 1,200,000
Other borrowings 16,000,000 11,000,000
Accrued expenses and other liabilities 1,143,812 1,923,894
------------ ------------
Total liabilities 136,206,240 133,710,659
3
<PAGE>
Shareholders' equity
Common stock, no par value: 2,000,000 shares
authorized and 622,573 shares outstanding at
March 31, 1999 and December 31, 1998 7,666,697 7,666,697
Retained earnings 6,295,732 6,007,862
Unearned restricted stock (40,441) (40,441)
Net unrealized gain on securities available for sale 703,141 850,333
------------ ------------
Total shareholders' equity 14,625,129 14,484,451
------------ ------------
Total liabilities and shareholders' equity $150,831,369 $148,195,110
============ ============
</TABLE>
- ---------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
<TABLE>
VALLEY RIDGE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
- ---------------------------------------------------------------------------
<CAPTION>
-----THREE MONTHS ENDED-----
MARCH 31, MARCH 31,
1999 1998
---------- ----------
<S> <C> <C>
Interest income
Loans, including fees $2,261,569 $2,178,393
Federal funds sold 4,335 69,283
Investment securities 465,949 345,410
---------- ----------
2,731,853 2,593,086
Interest expense
Deposits 897,250 933,770
Other 186,946 165,670
---------- ----------
1,084,196 1,099,440
---------- ----------
NET INTEREST INCOME 1,647,657 1,493,646
Provision for loan losses 37,500 37,500
---------- ----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,610,157 1,456,146
Other income
Service charges and other income 379,097 271,567
Gain on sales of investment securities 80,577
---------- ----------
379,097 352,144
Other expense
Salaries and benefits 777,078 691,544
Occupancy 106,059 75,035
Furniture and fixtures 109,845 60,816
FDIC insurance premium 1,699 3,062
Supplies 47,743 31,520
Other 391,913 362,435
---------- ----------
1,434,337 1,224,412
---------- ----------
5
<PAGE>
INCOME BEFORE FEDERAL INCOME TAX 554,917 583,878
Federal income tax expense 111,403 129,456
---------- ----------
NET INCOME $ 443,514 $ 454,422
========== ==========
Basic and diluted earnings per share $ 0.71 $ 0.73
========== ==========
</TABLE>
- ---------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements.
6
<PAGE>
<TABLE>
VALLEY RIDGE FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
- ---------------------------------------------------------------------------
<CAPTION>
-----THREE MONTHS ENDED-----
MARCH 31, MARCH 31,
1999 1998
---------- ----------
<S> <C> <C>
Net income $ 443,514 $ 454,422
Other comprehensive income, net of tax:
Unrealized holding gains and losses on
available-for-sale securities (223,018) 31,871
Less reclassification adjustments for gains
later recognized in income 80,577
---------- ----------
Net unrealized gains and losses (223,018) (48,706)
Tax effect 75,826 16,560
---------- ----------
Other comprehensive income (147,192) (32,146)
---------- ----------
Comprehensive income $ 296,332 $ 422,276
========== ==========
</TABLE>
- --------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements.
7
<PAGE>
<TABLE>
VALLEY RIDGE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
- ---------------------------------------------------------------------------
<CAPTION>
------THREE MONTHS ENDED------
MARCH 31, MARCH 31,
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 443,514 $ 454,422
Adjustments to reconcile net income
to net cash from operating activities
Depreciation 120,064 50,465
Amortization of:
Premiums and discounts on securities, net 34,957 5,683
Goodwill and core deposit intangibles 1,193 4,146
Provision for loan losses 37,500 37,500
(Gain) loss on sale of securities (80,577)
(Gain) loss on sale of loans 1,985 (13,733)
Loans originated for sale (1,997,838) (2,293,000)
Proceeds from loans sold 2,389,338 2,215,233
Net change in:
Accrued interest receivable (248,769) (76,953)
Other assets 58,595 (8,343)
Accrued interest payable and other liabilities (704,255) 111,024
----------- -----------
Net cash from operating activities 136,284 405,867
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in loans (268,427) 520,467
Proceeds from:
Sales of securities available for sale 3,542,237
Repayments and maturities of securities available for sale 589,667 307,026
Purchase of:
Securities available for sale (4,960,000) (4,206,042)
Premises and equipment, net (107,080) (1,054,911)
----------- -----------
Net cash used in investing activities (4,745,840) (891,223)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits (2,239,518) 1,230,309
Net (decrease) in securities sold under agreements to repurchase (684,820)
Net increase in federal funds purchased 1,200,000
Advances from Federal Home Loan Bank 8,000,000
8
<PAGE>
Payments on Federal Home Loan Bank advances (3,000,000)
Dividends paid (155,644) (154,995)
----------- -----------
Net cash from financing activities 3,120,018 1,075,314
----------- -----------
Net change in cash and cash equivalents (1,489,538) 589,958
Cash and cash equivalents at beginning of period 6,053,484 8,502,762
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,563,946 $ 9,092,720
=========== ===========
Supplemental disclosures of cash flow information
Cash paid during the year for
Interest $ 1,066,353 $ 1,065,073
Income taxes 60,339
</TABLE>
- ---------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements.
9
<PAGE>
VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- ---------------------------------------------------------------------------
1. BASIS OF PRESENTATION:
The unaudited financial statements for the three months ended March
31, 1999 and March 31, 1998 include the consolidated results of
operations of Valley Ridge Financial Corp. ("Corporation") and its
wholly-owned subsidiary, Valley Ridge Bank ("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 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. The results for the
period ended March 31, 1999 should not be considered as indicative of
results 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 three months ended March 31, 1999:
<TABLE>
<CAPTION>
<S> <C> <C>
Balance at January 1, 1999 $1,388,700
Provision for loan losses charged
to operating expense 37,500
Recoveries on loans previously charged
to the allowance 10,538
Losses charged off (46,265)
----------
Balance at March 31, 1999 $1,390,473
==========
</TABLE>
- ---------------------------------------------------------------------------
(Continued)
10
<PAGE>
VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- ---------------------------------------------------------------------------
3. OTHER BORROWINGS
At March 31, 1999, 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 6.070% July 9, 1999 $ 2,000,000
Variable 4.840 July 14, 1999 2,000,000
Variable 5.000 August 2, 1999 3,000,000
Variable 5.000 August 25, 1999 3,000,000
Fixed 6.080 September 22, 1999 3,000,000
Fixed 5.120 October 22, 2003 3,000,000
-----------
$16,000,000
===========
</TABLE>
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 and nonspecific
qualifying securities within the securities portfolio up to the
principal outstanding.
4. EARNINGS PER COMMON SHARE:
Basic 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 622,573 and 619,979 shares outstanding for the
three months ended March 31, 1999 and 1998, respectively. All share
amounts have been restated to reflect stock dividends and splits.
- ---------------------------------------------------------------------------
(Continued)
11
<PAGE>
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"). 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: Valley Ridge reported net income of $443,514 or $.71 per share
for the first quarter of 1999 compared to $454,422 or $.73 per share for
12
<PAGE>
the first quarter of 1998. The change was a result of increased
noninterest expense, offset by other increases in interest income and
noninterest income, along with gains on sales of investment securities in
1998 of $80,577 compared to $0 in 1999.
NET INTEREST INCOME: Net interest income increased $154,011 or 10.3% to
$1,647,657 for the three-month period ended March 31, 1999 compared to the
same period in 1998. The increase in net interest income is primarily
attributable to an increase in loans of $7.2 million, or 7.9%, and an
increase in investment securities of $9.7 million, or 38.9%, from March 31,
1998 to March 31, 1999.
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 Valley Ridge'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 steady at $37,500 for the three months ended March 31,
1999 compared to March 31, 1998. Net charge-offs were approximately
$36,000 for the first quarter of 1999 compared to net recoveries of $8,400
for the first quarter of 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 March
31, 1999 was approximately $379,000 as compared to $352,000 for the same
period in 1998. The increase is attributable in part to an increase in ATM
fees of $57,000 as of March 31, 1999. In addition, the Corporation also
realized approximately $22,000 in recoveries from a loan for which interest
accrual had been suspended, as well as an increase of approximately $23,000
due to profitability of the Bank's subsidiary, Valley Ridge Realty.
NONINTEREST EXPENSE: The increase in noninterest income was offset by an
increase in noninterest expense to approximately $1.4 million for the three
months ended March 31, 1999 compared to $1.2 million for the same period in
1998. Salaries and benefits, the largest component of noninterest expense,
increased 12.4% to $777,000 for the three months ended March 31, 1999
compared to $692,000 for the same period in 1998. This increase is a
result of overall growth in full time equivalent staff. Occupancy and
furniture and fixtures expenses increased approximately $80,000 to $215,904
due to the construction of a new main office in Kent City, Michigan, which
opened in July 1998. Supplies expense increased $16,223 from $31,520 for
the three months ended March 31, 1998 to $47,743 for the same period in
13
<PAGE>
1999. This increase in supplies expense is partially attributable to the
address change for the Kent City office. The increase in other expenses of
$29,478, or 8.1%, from $362,435 for the three months ended March 31, 1998
to $391,913 for the same period in 1999 is due to increases of $13,000 in
postage costs and $11,000 in miscellaneous loan expenses.
FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES:
Total assets increased approximately 1.8% or by $2.6 million to $150.8
million at March 31, 1999 compared to $148.2 million at December 31, 1998.
Total liabilities increased by 1.9% or by $2.5 million to $136.2 at March
31, 1999 compared to $133.7 million at December 31, 1998. Total
shareholders' equity increased by approximately $141,000 to $14,625,129 at
March 31, 1999. The increase in shareholders' equity is primarily related
to the retention of earnings after dividend payouts offset by a decrease in
unrealized gain on securities available for sale.
Total loans, including loans held for sale, remained relatively stable at
$102.9 million. Deposits decreased by approximately $2.2 million or 1.9%
to $117.3 million. The decrease in deposits is due to seasonal
fluctuations and the effect of low interest rates. The net loan to deposit
ratio has remained relatively constant at approximately 87% and 85% for the
periods ended March 31, 1999 and December 31, 1998. The allowance for loan
losses has remained constant while maintaining a reserve of 1.35% of total
loans, including loans held for sale.
Valley Ridge paid a dividend of $155,644 in the first quarter of 1999,
compared to $154,995 in the first quarter of 1998.
Shareholders' equity as a percent of total assets was 9.7% at March 31,
1999 compared to 9.8% at December 31, 1998. This change is a result of
steady growth in assets and continued strong dividend payout. 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
approximately $39.3 million at March 31, 1999 or approximately 26.1% of
total assets. Deposits decreased 1.9% during the first quarter 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 March 31, 1999, Valley Ridge had
outstanding advances from the FHLB totaling $16.0 million compared to $11.0
million at December 31, 1998. Management believes that the current level
of liquidity is sufficient to meet the normal operating needs of the
Corporation.
14
<PAGE>
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 includes 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 implemented 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 91% of its
plan.
The Corporation had completed approximately 87% of its plan as of March 31,
1999 at a cost of $70,000. This includes costs related to personnel,
programming, and hardware and software upgrades and replacements.
Management anticipates that an additional $32,000 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 capabilities are 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 by mid 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
15
<PAGE>
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,
Valley Ridge Bank identified its material borrowers and has 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 pose to the business of
each borrower.
The Corporation is preparing 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 are not expected to 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.
16
<PAGE>
PART II. OTHER INFORMATION
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.
17
<PAGE>
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: MAY 17, 1999 /S/ RICHARD L. EDGAR
Richard L. Edgar, President and
Chief Executive Officer
(Principal Executive Officer)
Date: MAY 17, 1999 /S/ MICHAEL MCHUGH
Michael McHugh, Secretary and Treasurer
(Principal Financial and Accounting
Officer)
18
<PAGE>
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.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE SEC FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 4,564
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 34,759
<INVESTMENTS-CARRYING> 34,759
<INVESTMENTS-MARKET> 34,759
<LOANS> 99,244
<ALLOWANCE> 1,390
<TOTAL-ASSETS> 150,831
<DEPOSITS> 117,343
<SHORT-TERM> 1,719
<LIABILITIES-OTHER> 1,144
<LONG-TERM> 16,000
<COMMON> 7,667
0
0
<OTHER-SE> 6,958
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<EPS-PRIMARY> .71
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</TABLE>
