VALLEY RIDGE FINANCIAL CORP
10QSB, 2000-05-15
STATE COMMERCIAL BANKS
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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, 2000

OR

[  ] TRANSITION REPORT UNDER TO 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
(State or Other Jurisdiction of
Incorporation or Organization)

450 W. Muskegon
Kent City, Michigan 49330
(Address of Principal Executive Offices)

38-2888214
(I.R.S. Employer Identification No.)


(616) 678-5911
(Issuer's Telephone Number,
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 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 942,272 shares of Common Stock (no par value) outstanding as of March 31, 2000.

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








VALLEY RIDGE FINANCIAL CORP.
INDEX



PART 1.

Financial Information

Page No.

 

 

 

 

Item 1.     Financial Statements

 

 

 

 

 

Condensed Consolidated Balance Sheets -

 

 

   March 31, 2000 (Unaudited) and December 31, 1999

3

 

 

 

 

Condensed Consolidated Statements of Income -

 

 

   Three Months Ended March 31, 2000 (Unaudited)

 

 

   and March 31, 1999 (Unaudited)

4

 

 

 

 

Consolidated Statements of Changes in Shareholders' Equity -

 

 

   Year ended December 31, 1999 and Three Months

 

 

   Ended March 31, 2000 (Unaudited)

5

 

 

 

 

Condensed Consolidated Statements of Cash Flows -

 

 

   Three Months Ended March 31, 2000 (Unaudited) and

 

 

   March 31, 1999 (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

11

 

 

 

 

 

 

SIGNATURES

12









-2-


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS



 

March 31,

 

December 31,

 

 

2000


 

1999


 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

    Cash and due from banks

$   5,873,290

 

$  10,657,692

 

 

 

 

 

 

    Securities available for sale

29,791,418

 

30,153,805

 

    Other securities

1,441,228

 

1,441,228

 

 

 

 

 

 

    Total loans

117,015,400

 

116,774,847

 

    Allowance for loan losses

(1,630,533


)

(1,619,688


)

 

115,384,867

 

115,155,159

 

    Premises and equipment - net

5,015,097

 

5,067,827

 

    Other assets

4,553,217


 

4,405,829


 

 

 

 

 

 

    Total assets

$ 162,059,117


 

$ 166,881,540


 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

    Deposits

 

 

 

 

        Noninterest-bearing

$  16,880,081

 

$  20,952,744

 

        Interest-bearing

101,578,751


 

98,358,952


 

 

118,458,832

 

119,311,696

 

 

 

 

 

 

    Securities sold under agreement to repurchase

1,726,133

 

4,975,085

 

    Federal funds purchased

1,000,000

 

1,800,000

 

    Other borrowings

25,000,000

 

25,000,000

 

    Accrued expenses and other liabilities

1,248,309


 

1,231,748


 

        Total liabilities

147,433,274

 

152,318,529

 

 

 

 

 

 

Shareholders' equity

 

 

 

 

    Common stock, no par value: 2,000,000 shares

 

 

 

 

        authorized; 942,272 and 943,005 shares outstanding

 

 

 

 

        at March 31, 2000 and December 31, 1999

7,846,708

 

7,866,728

 

    Retained earnings

7,345,387

 

7,098,379

 

    Unearned restricted stock

(78,487

)

(78,487

)

    Accumulated other comprehensive loss

(487,765


)

(323,609


)

        Total shareholders' equity

14,625,843


 

14,563,011


 

 

 

 

 

 

        Total liabilities and shareholders' equity

$ 162,059,117


 

$ 166,881,540


 





See accompanying notes to condensed consolidated financial statements.


-3-


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



 

---Three Months Ended---

 

 

March 31,

 

March 31,

 

 

2000


 

1999


 

Interest income

 

 

 

 

     Loans, including fees

$  2,564,686

 

$  2,261,569

 

     Federal funds sold

10,162

 

4,335

 

     Investment securities

483,408


 

465,949


 

 

3,058,256

 

2,731,853

 

Interest expense

 

 

 

 

     Deposits

920,231

 

897,250

 

     Other

405,670


 

186,946


 

 

1,325,901


 

1,084,196


 

 

 

 

 

 

 

 

 

 

 

Net interest income

1,732,355

 

1,647,657

 

 

 

 

 

 

Provision for loan losses

45,000


 

37,500


 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision for loan losses

1,687,355

 

1,610,157

 

 

 

 

 

 

Other income

 

 

 

 

     Service charges and other income

382,240


 

379,097


 

 

 

 

 

 

Other expense

 

 

 

 

     Salaries and benefits

785,530

 

777,078

 

     Occupancy

112,835

 

106,059

 

     Furniture and fixtures

122,248

 

109,845

 

     Other

554,098


 

441,355


 

 

1,574,711


 

1,434,337


 

 

 

 

 

 

 

 

 

 

 

Income before federal income tax

494,884

 

554,917

 

 

 

 

 

 

Federal income tax expense

90,813


 

111,403


 

 

 

 

 

 

 

 

 

 

 

Net income

$    404,071


 

$    443,514


 

 

 

 

 

 

Basic and diluted earnings per share

$         0.43


 

$         0.47


 





See accompanying notes to condensed consolidated financial statements.


-4-


VALLEY RIDGE FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)



 



Common
Stock


 



Retained
Earnings


 


Unearned
Restricted
Stock


 

Accumulated
Other
Comprehensive
Income


 



Shareholders'
Equity


 

Balance, January 1, 1999

$7,666,697

 

$6,007,862

 

$(40,441

)

$      850,333

 

$14,484,451

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

    Net income

 

 

1,716,167

 

 

 

 

 

1,716,167

 

     Change in net unrealized gain (loss)

 

 

 

 

 

 

 

 

 

 

       on securities available for sale, net

 

 

 

 

 

 

 

 

 

 

       of reclassification and tax effects

 

 

 

 

 

 

(1,173,942

)

(1,173,942


)

          Total comprehensive income

 

 

 

 

 

 

 

 

542,225

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividend

 

 

(625,650

)

 

 

 

 

(625,650

)

 

 

 

 

 

 

 

 

 

 

 

Issuance of restricted stock

 

 

 

 

 

 

 

 

 

 

    awards (unearned)

93,105

 

 

 

(93,105

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock awards earned

 

 

 

 

55,059

 

 

 

55,059

 

 

 

 

 

 

 

 

 

 

 

 

Stock options exercised

111,566

 

 

 

 

 

 

 

111,566

 

 

 

 

 

 

 

 

 

 

 

 

Stock repurchased

(4,640


)

 


 

 


 

 


 

(4,640


)

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 1999

7,866,728

 

7,098,379

 

(78,487

)

(323,609

)

14,563,011

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

    Net income

 

 

404,071

 

 

 

 

 

404,071

 

     Change in net unrealized gain (loss)

 

 

 

 

 

 

 

 

 

 

      on securities available for sale, net

 

 

 

 

 

 

 

 

 

 

      of reclassification and tax effects

 

 

 

 

 

 

(164,156

)

(164,156


)

         Total comprehensive income

 

 

 

 

 

 

 

 

239,915

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividend

 

 

(157,063

)

 

 

 

 

(157,063

)

 

 

 

 

 

 

 

 

 

 

 

Stock options exercised

8,940

 

 

 

 

 

 

 

8,940

 

 

 

 

 

 

 

 

 

 

 

 

Stock repurchased

(28,960


)

 


 

 


 

 


 

(28,960


)

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2000

$7,846,708


 

$7,345,387


 

$(78,487


)

$      (487,765


)

$14,625,843


 









See accompanying notes to condensed consolidated financial statements.


-5-


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



 

----Three Months Ended----

 

 

March 31,

 

March 31,

 

 

2000


 

1999


 

Cash flows from operating activities

 

 

 

 

     Net income

$     404,071

 

$     443,514

 

     Adjustments to reconcile net income

 

 

 

 

     to net cash from operating activities

 

 

 

 

       Depreciation

121,035

 

120,064

 

       Amortization of premiums and discounts on securities, net

5,775

 

34,957

 

       Provision for loan losses

45,000

 

37,500

 

       (Gain) loss on sale of loans

(1,775

)

1,985

 

       Loans originated for sale

(270,000

)

(1,997,838

)

       Proceeds from loans sold

340,400

 

2,389,338

 

       Net change in:

 

 

 

 

          Other assets

(62,823

)

(188,981

)

          Accrued interest payable and other liabilities

16,561


 

(704,255


)

               Net cash from operating activities

598,244

 

136,284

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

     Net change in loans

(343,333

)

(268,427

)

     Proceeds from:

 

 

 

 

       Sales of securities available for sale

30,000

 

 

 

       Repayments and maturities of securities available for sale

77,891

 

589,667

 

     Purchase of:

 

 

 

 

       Securities available for sale

 

 

(4,960,000

)

       Premises and equipment, net

(68,305


)

(107,080


)

               Net cash used in investing activities

(303,747

)

(4,745,840

)

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

     Net decrease in deposits

(852,864

)

(2,239,518

)

     Net decrease in securities sold under agreements to repurchase

(3,248,952

)

(684,820

)

     Net increase (decrease) in federal funds purchased

(800,000

)

1,200,000

 

     Advances from Federal Home Loan Bank

10,000,000

 

8,000,000

 

     Payments on Federal Home Loan Bank advances

(10,000,000

)

(3,000,000

)

     Stock options exercised

8,940

 

 

 

     Shares repurchased

(28,960

)

 

 

     Dividends paid

(157,063


)

(155,644


)

               Net cash from (used in) financing activities

(5,078,899


)

3,120,018


 

 

 

 

 

 

Net change in cash and cash equivalents

(4,784,402

)

(1,489,538

)

 

 

 

 

 

Cash and cash equivalents at beginning of period

10,657,692


 

6,053,484


 

 

 

 

 

 

Cash and cash equivalents at end of period

$   5,873,290


 

$   4,563,946


 

 

 

 

 

 

Supplemental disclosures of cash flow information

 

 

 

 

     Cash paid during the year for

 

 

 

 

       Interest

$   1,308,001

 

$   1,066,353

 

       Income taxes

65,435

 

60,339

 






See accompanying notes to condensed consolidated financial statements.


-6-


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, 2000 and March 31, 1999 include the consolidated results of operations of Valley Ridge Financial Corp. ("Corporation") and its wholly-owned subsidiary, Valley Ridge Bank ("Bank") and its wholly-owned subsidiaries, Valley Ridge Realty, Inc., Valley Ridge Investments, Inc., and Valley Ridge Financial Services, Inc. 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 of operations for such periods. The results for the period ended March 31, 2000 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, 1999.

 

 

 

 

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, 2000:


 

Balance at January 1, 2000

$    1,619,688

 

 

     Provision for loan losses charged

 

 

 

       to operating expense

45,000

 

 

     Recoveries on loans previously charged

 

 

 

       to the allowance

11,844

 

 

     Losses charged off

(45,999


)

 

 

 

 

 

Balance at March 31, 2000

$    1,630,533


 














(Continued)


-7-


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



3.

OTHER BORROWINGS

 

 

 

At March 31, 2000, the Corporation had the following advances from the Federal Home Loan Bank ("FHLB"):


 

Type


 

Interest Rate


 

Maturity Date


 

Amount


 

 

 

 

 

 

 

 

 

 

 

Variable

 

 5.90%

 

April 24, 2000

 

$    1,000,000

 

 

Variable

 

5.88  

 

May 3, 2000

 

3,000,000

 

 

Variable

 

5.88  

 

June 6, 2000

 

1,000,000

 

 

Variable

 

6.06  

 

July 10, 2000

 

2,000,000

 

 

Variable

 

6.12  

 

August 5, 2000

 

2,000,000

 

 

Variable

 

6.12  

 

August 14, 2000

 

3,000,000

 

 

Variable

 

6.12  

 

September 18, 2000

 

3,000,000

 

 

Fixed

 

5.94  

 

December 2, 2002

 

5,000,000

 

 

Fixed

 

5.12  

 

October 22, 2003

 

3,000,000

 

 

Fixed

 

5.83  

 

January 12, 2010

 

2,000,000


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$    25,000,000


 


 

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 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 942,379 and 933,860 shares outstanding for the three months ended March 31, 2000 and 1999, respectively. All share amounts have been restated to reflect stock dividends and splits, including the April 26, 2000 three-for-two stock split.
















-8-


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. 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; 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 $404,071 or $0.43 per share for the first quarter of 2000 compared to $443,514 or $0.47 per share for the first quarter of 1999. The change was a result of increased interest expense and noninterest expense, offset by increases in interest income and noninterest income.

Net Interest Income: Net interest income increased $84,698 or 5.1% to $1,732,355 for the three-month period ended March 31, 2000 compared to the same period in 1999. The increase in net interest income is primarily attributable to an increase in loans of $240,533 and an increase in interest rates from March 31, 1999 to March 31, 2000.

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 increased slightly to $45,000 for the three months ended March 31, 2000 compared to $37,500 for the same period in 1999. Net charge-offs were approximately $34,000 for the first quarter of 2000 compared to $36,000 for the first quarter of 1999. 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.


-9-


Noninterest Income: Noninterest income for the three months ended March 31, 2000 was approximately $382,000 as compared to $379,000 for the same period in 1999. The increase is attributable in part to an increase in ATM fees, as well as an increase due to profitability of the Bank's subsidiary, Valley Ridge Realty, Inc.

Noninterest Expense: The increase in noninterest income was offset by an increase in noninterest expense to approximately $1.6 million for the three months ended March 31, 2000 compared to $1.4 million for the same period in 1999. Salaries and benefits, the largest component of noninterest expense, increased 1.1% to $786,000 for the three months ended March 31, 2000 compared to $777,000 for the same period in 1999. Occupancy and furniture and fixture expenses increased approximately $19,000 to $235,000, due to increases in repairs and maintenance expense. The increase in other expenses of $113,000, or 25.6%, from $441,000 for the three months ended March 31, 1999 to $554,000 for the same period in 2000 is due to increases in supplies expense and professional fees.

Financial Condition, Liquidity, and Capital Resources

Total assets decreased approximately 2.9% or by $4.8 million to $162.1 million at March 31, 2000 compared to $166.9 million at December 31, 1999. Total liabilities decreased by 3.2% or by $4.9 million to $147.4 at March 31, 2000 compared to $152.3 million at December 31, 1999. Total shareholders' equity increased by approximately $63,000 to $14,625,843 at March 31, 2000. The increase in shareholders' equity is primarily related to the retention of earnings after dividend payouts offset by an increase in the unrealized loss on securities available for sale.

Total loans remained relatively stable at $117.0 million. Deposits decreased by approximately $0.8 million or 0.7% to $118.5 million. The net loan to deposit ratio has remained relatively constant at approximately 97.4% and 96.5% for the periods ended March 31, 2000 and December 31, 1999, respectively. The allowance for loan losses has remained at a constant percentage level while maintaining a reserve of 1.39% of total loans.

Valley Ridge paid a dividend of $157,063 in the first quarter of 2000, compared to $155,644 in the first quarter of 1999. The Board of Directors approved a three-for-two stock split, payable on April 26, 2000.

Shareholders' equity as a percent of total assets was 9.0% at March 31, 2000 compared to 8.7% at December 31, 1999. 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 $37.1 million at March 31, 2000, or about 22.9% of total assets. Deposits decreased 0.7% during the first quarter of 2000 and management believes its deposit base will remain a stable source of funds for the remainder of 2000. 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, 2000 and December 31, 1999, Valley Ridge had outstanding advances from the FHLB totaling $25,000,000. Management believes that the current level of liquidity is sufficient to meet the normal operating needs of the Bank.











-10-


PART II. OTHER INFORMATION

Item 6. Exhibit and Reports on Form 8-K

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

 

Exhibit No.

               

 

 

 

 

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.






















-11-


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.






Date:      May 15, 2000      







Date:      May 15, 2000      

VALLEY RIDGE FINANCIAL CORP.
Registrant


s/Richard L. Edgar


Richard L. Edgar, President and Chief
Executive Officer (Principal Executive Officer)




s/Michael McHugh
Michael McHugh, Secretary and Treasurer
(Principal Financial and Accounting Officer)






















-12-


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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