Oak Valley Bancorp - Quarter Report: 2009 March (Form 10-Q)

Table of Contents

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

x           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2009

 

OR

 

o              TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 001-34142

 

OAK VALLEY BANCORP

(Exact name of registrant as specified in its charter)

 

 

125 N. Third Ave., Oakdale, CA  95361

(Address of principal executive offices)

 

(209) 848-2265

Issuer’s telephone number

 

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the issuer (1) has 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  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  o      No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o    No  x

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  7,661,627 shares of common stock outstanding as of April 30, 2009.

 

 

Table of Contents

 

Oak Valley Bancorp

March 31, 2009

 

Index

 

			Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
Condensed Consolidated Balance Sheets at March 31, 2009, December 31, 2008			3
Condensed Consolidated Statements of Earnings for the Three Month Periods Ended March 31, 2009 and 2008			4
Condensed Consolidated Statements of Changes of Shareholders’ Equity for the Three-Month Period Ended March 31, 2009 and Year Ended December 31, 2008			5
Condensed Consolidated Statements of Cash Flows for the Three-Month Periods Ended March 31, 2009 and 2008			6
Notes to Consolidated Financial Statements			7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		24
Item 4T.	Controls and Procedures		24
PART II — OTHER INFORMATION			25
Item 1.	Legal Proceedings		25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3.	Defaults Upon Senior Securities		25
Item 4.	Submission of Matters to a Vote of Security Holders		25
Item 5.	Other Information		25
Item 6.	Exhibits		25

 

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OAK VALLEY BANCORP

CONDENSED BALANCE SHEETS (UNAUDITED)

 

		March 31,			December 31,
		2009			2008
ASSETS
Cash and due from banks		$	11,132,482		$	9,072,860
Federal funds sold		2,080			765,000
Cash and cash equivalents		11,134,562			9,837,860
Securities available for sale		52,494,281			41,448,877
Loans, net of allowance for loan loss of $6,603,064 in 2009 and $5,569,496 in 2008		422,876,602			421,572,911
Bank premises and equipment, net		10,836,776			11,093,967
Other real estate owned		3,267,019			2,745,575
Accrued interest and other assets		23,137,291			21,503,821
		$	523,746,531		$	508,203,011
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits		$	410,089,212		$	378,248,467
Accrued interest and other liabilities		2,870,865			2,968,465
FHLB advances		52,000,000			69,000,000
Total liabilities		464,960,077			450,216,932
Shareholders’ equity
Preferred stock, no par value; $1,000 per share liquidation preference, 10,000 shares authorized and 13,500 issued and outstanding at March 31, 2009 and December 31, 2009		12,722,311			12,680,649
Common stock, no par value; 10,000,000 shares authorized and 7,661,627 shares issued and outstanding at March 31, 2009 and December 31, 2008		23,863,331			23,863,331
Additional paid-in capital		1,949,224			1,925,224
Retained earnings		19,292,501			19,226,645
Accumulated other comprehensive income, net of tax		959,087			290,230
Total shareholders’ equity		58,786,454			57,986,079
		$	523,746,531		$	508,203,011

 

See accompanying notes

 

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OAK VALLEY BANCORP

CONDENSED STATEMENTS OF EARNINGS (UNAUDITED)

 

		3 MONTHS ENDED
		MARCH 31,
		2009			2008
Interest and fees on loans		$	6,596,208		$	6,934,131
Interest on securities available for sale		612,158			394,682
Interest on federal funds sold		903			5,104
Interest on deposits with banks		763			718
Total interest income		7,210,032			7,334,635
Deposits		1,323,920			2,157,558
FHLB advances		229,452			361,672
Federal funds purchased		264			6,372
Total interest expense		1,553,636			2,525,602
Net interest income		5,656,396			4,809,033
Provision for loan losses		1,900,000			145,000
Net interest income after provision for loan losses		3,756,396			4,664,033
Service charges on deposits		282,385			302,927
Earnings on cash surrender value of life insurance		101,057			81,276
Mortgage commissions		42,544			49,730
Other income		172,323			179,650
Total non-interest income		598,309			613,583
Salaries and employee benefits		2,049,884			2,446,427
Occupancy expenses		695,398			669,553
Data processing fees		218,516			178,559
OREO expenses		125,029			—
Other operating expenses		849,480			762,031
Total non-interest expense		3,938,307			4,056,570
Net income before provision for income taxes		416,398			1,221,046
(Tax benefit) provision for income taxes		(13,912		)	445,249
Net income		$	430,310		$	775,797
Preferred stock dividends and accretion		210,411			—
Net income available to common shareholders		$	219,899		$	775,797
Net income per common share		$	0.03		$	0.10
Net income per common diluted share		$	0.03		$	0.10

 

See accompanying notes

 

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OAK VALLEY BANCORP

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

 

		YEAR ENDED DECEMBER 31, 2008 AND THE THREE MONTH PERIOD ENDED MARCH 31, 2009
																			Accumulated
										Additional									Other			Total
		Common Stock					Preferred			Paid-in			Retained			Comprehensive			Comprehensive			Shareholders’
		Shares		Amount			Stock			Capital			Earnings			Income			Income			Equity
Balances, January 1, 2008		7,607,780		$	22,843,171		$			$	1,748,380		$	17,723,646					$	46,193		$	42,361,390
Stock options exercised		53,847		186,922																		186,922
Issuance of preferred stock							12,666,762															12,666,762
Issuance of TCPP warrants				833,238																		833,238
Preferred stock accretion							13,887						(13,887		)							0
Tax benefit of stock options exercised										54,195												54,195
Cash dividends ($0.075 per share)													(574,484		)							(574,484		)
Stock based compensation										122,649												122,649
Cumulative effect of adopting EITF 06-04													(70,459		)							(70,459		)
Comprehensive income
Net changes in unrealized gain on available-for-sale securities (net of income tax of $158,664)																244,037			244,037			244,037
Net income													2,161,829			2,161,829						2,161,829
Comprehensive income																$	2,405,866
Balances, December 31, 2008		7,661,627		$	23,863,331		$	12,680,649		$	1,925,224		$	19,226,645					$	290,230		$	57,986,079
Preferred stock accretion							41,662						(41,662		)							0
Preferred stock dividend payment													(131,250		)							(131,250		)
Cash dividends ($0.025 per share)													(191,542		)							(191,542		)
Stock based compensation										24,000												24,000
Comprehensive income
Net changes in unrealized gain on available-for-sale securities (net of income tax of $434,867)																668,857			668,857			668,857
Net income													430,310			430,310						430,310
Comprehensive income																$	1,099,167
Balances, March 31, 2009		7,661,627		$	23,863,331		$	12,722,311		$	1,949,224		$	19,292,501					$	959,087		$	58,786,454

 

See accompanying notes

 

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OAK VALLEY BANCORP

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

		3 MONTHS ENDED MARCH 31,
		2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	430,310		$	775,797
Adjustments to reconcile net earnings to net cash from operating activities:
Provision for loan losses		1,900,000			145,000
Depreciation, amortization and accretion, net		261,407			282,299
Stock-based compensation expense		24,000			32,709
Loss on sale of premises and equipment		—			1,434
Gain on called available for sale securities		(35,826		)	—
Decrease (increase) in accrued interest receivable		63,877			(67,544		)
Decrease in accrued interest payable and other liabilities		(97,600		)	(688,000		)
(Increase) decrease in other assets		(2,068,819		)	672,821
Net cash from operating activities		477,349			1,154,516
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available for sale securities		(11,924,601		)	(2,013,739		)
Proceeds from maturities, calls, and principal paydowns of securities available for sale		2,031,402			1,089,808
Net increase in loans		(3,788,530		)	(3,120,588		)
Purchase of BOLI policies		—			(4,740,000		)
Net purchases of premises and equipment		(16,871		)	(893,849		)
Net cash used in investing activities		(13,698,600		)	(9,678,368		)
CASH FLOWS FROM FINANCING ACTIVITIES:
FHLB advanced funds		24,100,000			97,645,400
FHLB payments		(41,100,000		)	(74,645,400		)
Federal funds advances		6,285,000			(43,335,000		)
Federal funds payments		(6,285,000		)	43,335,000
Shareholder cash dividends paid		(191,542		)	—
Preferred stock dividend payment		(131,250		)	—
Net increase in demand deposits and savings accounts		15,075,860			1,634,997
Net increase (decrease) in time deposits		16,764,885			(16,222,290		)
Proceeds from sale of common stock and exercise of stock options		—			12,143
Net cash from financing activities		14,517,953			8,424,850
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		1,296,702			(99,002		)
CASH AND CASH EQUIVALENTS, beginning of period		9,837,860			14,202,951
CASH AND CASH EQUIVALENTS, end of period		$	11,134,562		$	14,103,949
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest		$	1,613,368		$	3,087,895
Income taxes		$	—		$	—
NON-CASH INVESTING ACTIVITIES:
Real estate acquired through foreclosure		$	584,839		$	2,850,237
Net change in unrealized gain on available-for-sale securities		$	1,103,724		$	314,890
NON-CASH FINANCING ACTIVITIES:
Cumulative effect of adopting EITF 06-04		$	—		$	119,842
Accretion of preferred stock		$	41,662		$	—

 

See accompanying notes

 

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OAK VALLEY BANCORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

 

NOTE 1 – BASIS OF PRESENTATION

 

On July 3, 2008 (the “Effective Date”), a bank holding company reorganization was completed whereby Oak Valley Bancorp became the parent holding company for Oak Valley Community Bank ( the “Bank”).  On the Effective Date, each outstanding share of the Bank was converted into one share of Oak Valley Bancorp and the Bank became a wholly-owned subsidiary of the holding company. The condensed financial statements and accompanying footnotes are presented as if the reorganization occurred as of the earliest periods presented and are consistent with those of Oak Valley Community Bank, since prior to the Effective Date, Oak Valley Bancorp had no material assets, liabilities or operations.

 

The accounting principles followed by the Company and the methods of applying these principles conform with accounting principles generally accepted in the United States of America (GAAP) and with general practices within the banking industry. In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ significantly from those estimates. Material estimates common to the banking industry that are particularly susceptible to significant change in the near term include, but are not limited to, the determination of the allowance for loan losses, the estimation of compensation expense related to stock options granted to employees and directors, and valuation allowances associated with deferred tax assets, the recognition of which are based on future taxable income.

 

The interim financial statements included in this report are unaudited but reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three month period ended March 31, 2009 are not necessarily indicative of the results of a full year’s operations. For further information, refer to the audited financial statements and footnotes included in the Company’s Form 10-K for the year ended December 31, 2008.

 

NOTE 2 – CURRENT ACCOUNTING PRONOUNCEMENTS

 

In September 2006 the Emerging Issues Task Force (“EITF”) ratified EITF issue 06-04, “Accounting for Deferred Compensation and Postretirement Benefit Aspect of Endorsement Split-Dollar Life Insurance Arrangements”.   This ruling provides that the Company should recognize a liability for future benefits based on the agreements held with employees.  The issue was effective for fiscal years beginning after December 17, 2007.  The Company adopted this pronouncement effective January 1, 2008 and has recorded an initial liability of $119,842 with an offsetting adjustment to retained earnings of $70,459 and deferred taxes of $49,383, pursuant to this accounting pronouncement.

 

In November 2007, the SEC issued Staff Accounting Bulletin No. 109, Written Loan Commitments Recorded at Fair Value through Earnings (SAB 109). SAB 109 provides guidance on the accounting for written loan commitments recorded at fair value under generally accepted accounting principles (GAAP). Specifically, the SAB revises the Staff’s views on incorporating expected net future cash flows related to loan servicing activities in the fair value measurement of a written loan commitment.  SAB 109, which supersedes SAB 105, Application of Accounting Principles to Loan Commitments, requires the expected net future cash flows related to the associated servicing of the loan be included in the measurement of all written loan commitments that are accounted for at fair value through earnings. SAB 109 was effective on January 1, 2008 for the Company. Adoption of SAB 109 did not have a material impact on the Company’s financial statements.

 

In December 2007, the FASB issued FASB Statement of Financial Accounting Standards No. 141 (revised), Business Combinations (SFAS 141R). SFAS 141R replaces SFAS 141. SFAS 141R retains the fundamental requirements in SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141R also retains the guidance in SFAS 141 for identifying and recognizing intangible assets separately from goodwill. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the Statement. SFAS 141R replaces the cost-allocation process of SFAS 141, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values. SFAS 141 required the acquirer to include the costs incurred to effect the acquisition (acquisition-related costs) in the cost of the acquisition that was allocated to the assets acquired and the liabilities assumed. SFAS 141R requires those costs to be recognized separately from the acquisition. In addition, in accordance with SFAS 141, restructuring costs that the acquirer expected but was not obligated to incur were recognized as if they were a liability assumed at the acquisition date. SFAS 141R requires the acquirer to recognize those costs separately from the business combination. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The impact of SFAS 141R on the Company’s financial statements will be contingent on the terms and conditions of future business combinations.

 

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In February 2008, the FASB issued Financial Accounting Standards Board Staff Position FAS SFAS157-2 (FSP 157-2), Effective Date of FASB Statement No. 157.  FSP SFAS 157-2 delayed the Company’s January 1, 2008, effective date of FAS 157 for all nonfinancial assets and nonfinancial liabilities, except those recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until January 1, 2009.  Implementation of this standard did not have a material effect on the Company’s financial statements.

 

In March 2008, the FASB issued FASB Statement of Financial Accounting Standards No. 161, Disclosures About Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133 (SFAS 161).  SFAS 161 amends SFAS 133, Accounting for Derivative Instruments and Hedging Activities, to amend and expand the disclosure requirements of SFAS 133 to provide greater transparency about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedge items are accounted for under SFAS 133 and its related interpretations, and (iii) how derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows. To meet those objectives, SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. SFAS 161 is effective for the Company on January 1, 2009 and is not expected to have a significant impact on the Company’s financial statements.

 

In May 2008, the FASB issued FASB Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). The hierarchical guidance provided by SFAS 162 did not have a significant impact on the Company’s financial statements.

 

In April 2009, the FASB issued Financial Accounting Standards Board Staff Position FAS SFAS 157-4 (FSP SFAS 157-4), Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. FSP SFAS 157-4 affirms that the objective of fair value when the market for an asset is not active is the price that would be received to sell the asset in an orderly transaction, and clarifies and includes additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active. FSP SFAS 157-4 requires an entity to base its conclusion about whether a transaction was not orderly on the weight of the evidence. FSP SFAS 157-4 also amended SFAS 157, Fair Value Measurements, to expand certain disclosure requirements. The Company adopted the provisions of FSP SFAS 157-4 during the first quarter of 2009. Adoption of FSP SFAS 157-4 did not significantly impact the Company’s financial statements.

 

In April 2009, the FASB issued Financial Accounting Standards Board Staff Position FAS SFAS 115-2 and SFAS 124-2 (FSP SFAS 115-2 and SFAS 124-2), Recognition and Presentation of Other-Than-Temporary Impairments. FSP SFAS 115-2 and SFAS 124-2 (i) changes existing guidance for determining whether an impairment is other than temporary to debt securities and (ii) replaces the existing requirement that the entity’s management assert it has both the intent and ability to hold an impaired security until recovery with a requirement that management assert: (a) it does not have the intent to sell the security; and (b) it is more likely than not it will not have to sell the security before recovery of its cost basis. Under FSP  SFAS 115-2 and SFAS 124-2, declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income. The Company adopted the provisions of FSP SFAS 115-2 and SFAS 124-2 during the first quarter of 2009. Adoption of FSP SFAS 115-2 and SFAS 124-2 did not significantly impact the Company’s financial statements.

 

In April 2009, the FASB issued Financial Accounting Standards Board Staff Position FAS SFAS 107-1 and APB 28-1 (FSP SFAS 107-1 and APB 28-1), Interim Disclosures about Fair Value of Financial Instruments.  FSP SFAS 107-1 and APB 28-1 amends SFAS 107, Disclosures about Fair Value of Financial Instruments, to require an entity to provide disclosures about fair value of financial instruments in interim financial information and amends Accounting Principles Board (APB) Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. Under FSP SFAS 107-1 and APB 28-1, a publicly traded company shall include disclosures about the fair value of its financial instruments whenever it issues summarized financial information for interim reporting periods. In addition, entities must disclose, in the body or in the accompanying notes of its summarized financial information for interim reporting periods and in its financial statements for annual reporting periods, the fair value of all financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position, as required by SFAS 107. The new interim disclosures required by FSP SFAS 107-1 and APB 28-1 will be included in the Company’s interim financial statements beginning with the second quarter of 2009.

 

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OAK VALLEY BANCORP

 NOTES TO CONDENSED FINANCIAL STATEMENTS

 

NOTE 3 – LOANS

 

Loan totals were as follows:

 

		MARCH 31,			DECEMBER 31,
		2009			2008
Loans
Commercial real estate		$	272,173,842		$	268,741,826
Commercial		40,656,036			37,302,286
Real estate construction		68,542,486			73,321,446
Agriculture		26,398,122			25,916,928
Residential real estate and consumer		22,645,688			22,894,644
Total loans		430,416,174			428,177,130
Less:
Deferred loan fees and costs, net		(936,508		)	(1,034,723		)
Allowance for loan losses		(6,603,064		)	(5,569,496		)
Net loans		$	422,876,602		$	421,572,911

 

Changes in the allowance for loan losses were as follows:

 

		MARCH 31,			DECEMBER 31,
		2009			2008
Balance, beginning of year		$	5,569,496		$	4,506,753
Provision charged to operations		1,900,000			2,188,139
Loans charged off		(867,005		)	(1,114,534		)
Loan recoveries		573			4,745
Reclassification of reserve related to off-balance-sheet commitments		—			(15,608		)
Balance, end of period		$	6,603,064		$	5,569,496

 

Effective July 1, 2008, the expense associated with the allowance for off-balance-sheet commitments is recorded separately as a component of other expenses.  In 2008, the $15,608 reclassification from the allowance for loan losses to other liabilities is a non-recurring adjustment.

 

The total recorded investment in impaired loans at March 31, 2009, was $10,639,118 which had a loan loss reserve of $2,208,280.  The total recorded investment in impaired loans at December 31, 2008, was $4,078,765 which had a loan loss reserve of $768,719.  No interest income was recognized on impaired loans, while considered impaired during 2009 and 2008.  As of March 31, 2009, we had undisbursed funding commitments on three impaired loans to two borrowers totaling $2,003,403 with maturity dates of April 2010 and October 2010.

 

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OAK VALLEY BANCORP

 NOTES TO CONDENSED FINANCIAL STATEMENTS

 

NOTE 4 – OTHER REAL ESTATE OWNED

 

As of March 31, 2009, seven loans with outstanding balances of $3,267,019 were reclassified to other real estate owned.

 

Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at the lower of carrying amount of the loan or fair value of the property at the date of foreclosure less selling costs.  Subsequent to foreclosure, valuations are periodically performed and any subject revisions in the estimate of fair value are reported as adjustment to the carrying value of the real estate, provided the adjusted carrying amount does not exceed the original amount at foreclosure.  Revenues and expenses from operations and changes in the valuation allowance are included in other operating expenses.

 

NOTE 5– OTHER POST-RETIREMENT BENEFIT PLANS

 

During January 2008, the Bank has awarded certain officers a salary continuation plan (the “Plan”).  Under the Plan, the participants will be provided with a fixed annual retirement benefit for twenty years after retirement. The Bank is also responsible for certain pre-retirement death benefits under the Plan. In connection with the implementation of the Plan, the Bank purchased single premium life insurance policies on the life of each of the officers covered under the Plan. The Bank is the owner and partial beneficiary of these life insurance policies. The assets of the Plan, under Internal Revenue Service regulations, are owned by the Bank and are available to satisfy the Bank’s general creditors.

 

During January 2008 the Bank awarded two of its directors a director retirement plan (“DRP”). Under the DRP, the participants will be provided with a fixed annual retirement benefit for ten years after retirement. The Bank is also responsible for certain pre-retirement death benefits under the DRP. In connection with the implementation of the DRP, the Bank purchased single premium life insurance policies on the life of each director covered under the DRP. The Bank is the owner and partial beneficiary of these life insurance policies. The assets of the DRP, under Internal Revenue Service regulations, are the property of the Bank and are available to satisfy the Bank’s general creditors.

 

Future compensation under both plans is earned for services rendered through retirement. The Bank accrues for the salary continuation liability based on anticipated years of service and vesting schedules provided under the plans. The Bank’s current benefit liability is determined based on vesting and the present value of the benefits at a corresponding discount rate. The discount rate used is an equivalent rate for investment-grade bonds with lives matching those of the service periods remaining for the salary continuation contracts, which average approximately 20 years.

 

During January 2008, the Bank purchased $4.7 million in bank owned life insurance policies and entered into split-dollar life insurance agreements with certain officers and directors.  In connection with the implementation of the split-dollar agreements, the Bank purchased single premium life insurance policies on the life of each of the officers and directors covered by the split-dollar life insurance agreements. The Bank is the owner of the policies and the partial beneficiary in an amount equal to the cash surrender value of the policies.

 

The combined cash surrender value of all Bank-owned life insurance policies was $9,960,291 and $9,859,234 at March 31, 2009 and December 31, 2008, respectively.

 

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OAK VALLEY BANCORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

 

NOTE 6– FAIR VALUE MEASUREMENTS

 

SFAS No. 157, Fair Value Measurements, which the Company adopted effective January 1, 2008, defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follow:

 

Level 1:  Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2:  Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3:  Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.  The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment , and considers factors specific to the asset or liability.

 

Assets and liabilities measured at fair value on a recurring and non-recurring basis are summarized below:

 

		Fair Value Measurements at March 31, 2009 Using
		March 31, 2009			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets and liabilities measured on a recurring basis:
Available-for-sale securities		$	52,494,281		$	—		$	52,494,281		$	—
Assets and liabilities measured on a non-recurring basis:
Impaired Loans		$	8,430,838		$	—		$	—		$	8,430,838

 

The fair value of securities available for sale equals quoted market price, if available.  If quoted market prices are not available, fair value is determined using quoted market prices for similar securities.  Changes in fair market value are recorded in other comprehensive income net of tax.  SFAS No. 157 applies to loans measured for impairment using the practical expedients permitted by SFAS No. 114, Accounting by Creditors for Impairment of a Loan, including impaired loans measured at an observable market price (if available), or at the fair value of the loan’s collateral (if the loan is collateral dependent). Fair value of the loan’s collateral, when the loan is dependent on collateral, is determined by appraisals or independent valuation which is then adjusted for the cost related to liquidation of the collateral. At March 31, 2009, impaired loans had a principal balance of $10,639,118, with a valuation allowance of $2,208,280.  Upon being classified as impaired, charge offs were taken to reduce the balance of each loan to an estimate of the collateral fair market value less cost to dispose. This estimate was a level 3 valuation.  There was no direct impact on the income statement.  The charge-offs were recorded as a debit to the allowance for loan losses.

 

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OAK VALLEY BANCORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

 

NOTE 7 — EARNINGS PER SHARE

 

The Bank computes earnings per share (“EPS”) in accordance with SFAS No. 128, Earnings per Share. SFAS No. 128 requires the presentation of basic EPS, which does not consider the effect of common stock equivalents and diluted EPS, which considers all dilutive common stock equivalents.

 

		THREE MONTHS ENDED
In thousands (except share and per		MARCH 31,
share amounts)		2009			2008
BASIC EARNINGS PER SHARE
Net income available to common shareholders		$	219,899		$	775,797
Weighted average shares outstanding		7,661,627			7,610,039
Net income per share		$	0.03		$	0.10
DILUTED EARNINGS PER SHARE
Net income available to common shareholders		$	219,899		$	775,797
Weighted average shares outstanding		7,661,627			7,610,039
Effect of dilutive stock options		42,265			86,269
Weighted average shares of common stock and common stock equivalents		7,703,892			7,696,308
Net income per diluted share		$	0.03		$	0.10

 

During the three month period ended March 31, 2009, anti-dilutive weighted average options to purchase 242,963 shares of common stock, respectively, in prices ranging from $5.20 to $15.67 were outstanding.   Anti-dilutive weighted average options of 122,047 were outstanding during the same three month period of 2008 with prices ranging from $8.25 to $15.67.  They were not included in the computation of diluted EPS because the options’ exercise price was greater than the average market price of the common shares. These options begin to expire in 2013.

 

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion explains the significant factors affecting our operations and financial position for the periods presented. The discussion should be read in conjunction with our financial statements and the notes related thereto which appear elsewhere in this report.

 

Forward-Looking Statements

 

Some matters discussed in this Form 10-Q may be “forward-looking statements” within the meaning of the Private Litigation Reform Act of 1995 and therefore may involve risks, uncertainties and other factors which may cause our actual results to be materially different from the results expressed or implied by our forward-looking statements.  These statements generally appear with words such as “anticipate,” “believe,” “estimate,” “may,” “intend,” and “expect.”  Although management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.  Factors that could cause actual results to differ from results discussed in forward-looking statements include, but are not limited to: economic conditions (both generally and in the markets where the Bank operates); competition from other providers of financial services offered by the Bank; government regulation and legislation; changes in interest rates; material unforeseen changes in the financial stability and liquidity of the Bank’s credit customers; and other risks as may be detailed from time to time in the Company’s filings with the Securities and Exchange Commission, all of which are difficult to predict and which may be beyond the control of the Company or the Bank.  The Company undertakes no obligation to revise forward-looking statements to reflect events or changes after the date of this discussion or to reflect the occurrence of unanticipated events.

 

Critical Accounting Estimates

 

The discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

 

Allowance for Loan Losses

 

Accounting for allowance for loan losses involves significant judgment and assumptions by management and is based on historical data and management’s view of the current economic environment. At least on a quarterly basis, our management reviews the methodology and adequacy of allowance for loan losses and reports its assessment to the Board of Directors for its review and approval.

 

We base our allowance for loan losses on an estimation of probable losses inherent in our loan portfolio. Our methodology for assessing loan loss allowances are intended to reduce the differences between estimated and actual losses and involves a detailed analysis of our loan portfolio in three phases:

 

· the specific review of individual loans,

 

· the segmenting and review of loan pools with similar characteristics in accordance with SFAS No. 5, “Accounting for Contingencies,” and

 

· our judgmental estimate based on various subjective factors:

 

The first phase of our methodology involves the specific review of individual loans to identify and measure impairment. We evaluate each loan by use of a risk rating system, except for homogeneous loans, such as automobile loans and home mortgages. Specific risk rated loans are deemed impaired if all amounts, including principal and interest, will likely not be collected in accordance with the contractual terms of the related loan agreement. Impairment for commercial and real estate loans is measured either based on the present value of the loan’s expected future cash flows or, if collection on the loan is collateral dependent, the estimated fair value of the collateral, less selling and holding costs.

 

The second phase involves the segmenting of the remainder of the risk rated loan portfolio into groups or pools of loans, together with loans with similar characteristics, for evaluation in accordance with SFAS No. 5. We determine the calculated loss ratio to each loan pool based on its historical net losses and benchmark it against the levels of other peer banks.

 

In the third phase, we consider relevant internal and external factors that may affect the collectibility of loan portfolio and each group of loan pool. The factors considered are, but are not limited to:

 

· concentration of credits,

 

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· nature and volume of the loan portfolio,

 

· delinquency trends,

 

· non-accrual loan trend,

 

· problem loan trend,

 

· loss and recovery trend,

 

· quality of loan review,

 

· lending and management staff,

 

· lending policies and procedures,

 

· economic and business conditions, and

 

· other external factors.

 

Our management estimates the probable effect of such conditions based on our judgment, experience and known or anticipated trends. Such estimation may be reflected as an additional allowance to each group of loans, if necessary. Management reviews these conditions with our senior credit officers. To the extent that any of these conditions is evidenced by a specifically identifiable problem credit or portfolio segment as of the evaluation date, management’s estimate of the effect of such condition may be reflected as a specific allowance applicable to such credit or portfolio segment. Where any of these conditions is not evidenced by a specific, identifiable problem credit or portfolio segment as of the evaluation date, management’s evaluation of the inherent loss related to such condition is reflected in the unallocated allowance

 

Central to our credit risk management and our assessment of appropriate loss allowance is our loan risk rating system. Under this system, the originating credit officer assigns borrowers an initial risk rating based on a thorough analysis of each borrower’s financial capacity in conjunction with industry and economic trends. Approvals are made based upon the amount of inherent credit risk specific to the transaction and are reviewed for appropriateness by senior line and credit administration personnel. Credits are monitored by line and credit administration personnel for deterioration in a borrower’s financial condition which may impact the ability of the borrower to perform under the contract. Although management has allocated a portion of the allowance to specific loans, specific loan pools, and off-balance sheet credit exposures (which are reported separately as part of other liabilities), the adequacy of the allowance is considered in its entirety.

 

Non-Accrual Loan Policy

 

Interest on loans is credited to income as earned and is accrued only if deemed collectible. Accrual of interest is discontinued when a loan is over 90 days delinquent or if management believes that collection is highly uncertain. Generally, payments received on nonaccrual loans are recorded as principal reductions. Interest income is recognized after all principal has been repaid or an improvement in the condition of the loan has occurred that would warrant resumption of interest accruals.

 

Stock-Based Compensation

 

The Company recognizes in the income statement the grant-date fair value of stock options and other equity-based forms of compensation issued to employees over the employees’ requisite service period (generally the vesting period).  The Bank uses the straight-line recognition of expenses for awards with graded vesting.  The Bank utilizes a binomial pricing model for all grants.  Expected volatility is based on the historical volatility of the price of the Bank’s stock for the period equal to the contractual stock option term. The Bank uses historical data to estimate option exercise and stock option forfeiture rates within the valuation model. The expected term of options granted for the binomial model is derived from applying a historical suboptimal exercise factor to the contractual term of the grant. For binomial pricing, the risk-free rate for periods is equal to the U.S. Treasury yield at the time of grant and commensurate with the contractual term of the grant.

 

Other Real Estate Owned

 

Other real estate owned, which represents real estate acquired through foreclosure, or deed in lieu of foreclosure in satisfaction of commercial and real estate loans, is carried at the lower of cost or estimated fair value less the estimated selling costs of the real estate. The fair value of the property is based upon a current appraisal. The difference between the fair value of the real estate collateral and the

 

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loan balance at the time of transfer is recorded as a loan charge off if fair value is lower. Subsequent to foreclosure, management periodically performs valuations and the OREO property is carried at the lower of carrying value or fair value, less costs to sell. The  determination of a property’s estimated fair value incorporates (1) revenues projected to be realized from disposal of the property, (2) construction and renovation costs, (3) marketing and transaction costs, and (4) holding costs (e.g., property taxes, insurance and homeowners’ association dues). Any subsequent declines in the fair value of the OREO property after the date of transfer are recorded through a write-down of the asset. Any subsequent operating expenses or income, reduction in estimated fair values, and gains or losses on disposition of such properties are charged or credited to current operations.

 

Introduction

 

Effective July 3, 2008, Oak Valley Community Bank became a subsidiary of Oak Valley Bancorp, a newly established bank holding company. Oak Valley Bancorp operates Oak Valley Community Bank as a community bank in the general commercial banking business, with our primary market encompassing the California Central Valley around Oakdale and Modesto, and the Eastern Sierras. As such, unless otherwise noted, all references are about Oak Valley Bancorp.

 

Overview of Results of Operations and Financial Condition

 

·                      The Company recognized net income available to common shareholders of $219,899 for the three month period ended March 31, 2009 as compared with $775,797 for the same period in 2008.  Net income before preferred stock dividends and accretion was $430,310 for the first quarter of 2009.  The factors resulting in this decrease will be discussed below.

 

·                      The Company recognized expense of $210,411 in the first quarter of 2009 associated with the accrual for preferred stock dividends and accretion of the preferred stock discount.  No expense was recognized in the first quarter of 2008, as the preferred stock was issued in December 2008.

 

·                      Net interest income increased $847,363 or 17.6% for the three month period ended March 31, 2009 compared to the same period in 2008.  This increase was primarily due to the net interest margin increase of 28 basis points from 4.59% in the first quarter of 2008 to 4.87% in the first quarter of 2009.  In addition, average earning assets increased by $57.8 million for the three month period ended March 31, 2009.  The net interest margin increase is attributable primarily to liabilities repricing faster than assets in the current declining rate environment as described in further detail below.

 

·                      The provision for loan losses in the three month period ended March 31, 2009 increased by $1,755,000, compared to the same period in 2008, due to loan growth, an increase in the level of non-accrual loans and management’s assessment of the appropriate level for the allowance for loan losses.

 

·                      For the three month period ended March 31, 2009, non-interest income decreased by $15,274 or 2.5%, from the same period in 2008, primarily due to decreased service charges on deposits of $20,542 as described below.

 

·                      Non-interest expense decreased by $118,263 or 2.9% for the three month period ended March 31, 2009, as compared to the same period in 2008, primarily due to a decrease in salaries and benefits as described below.

 

·                      Total assets increased $15.5 million or 3.1% from December 31, 2008.  Total net loans increased by $1.3 million or 0.3% and investment securities increased by $11.0 million or 26.6% from December 31, 2008 to March 31, 2009, while deposits increased by $31.8 million or 8.4%.

 

Income Summary

 

For the three month period ended March 31, 2009, the Company recorded net income available to shareholders of $219,899, a decrease of $555,898, as compared to the $775,797 for the same period in 2008.  Return on average assets (annualized) was 0.34% for the first quarter of 2009, as compared with 0.68% for the same period in 2008.  Annualized return on average common equity was 1.97% for the first quarter of 2009, as compared with 7.16% for the same period of 2008.

 

Net income before provisions for income taxes and preferred stock dividends and accretion for the first quarter of 2009 was down $804,648 from the comparable 2008 period.  The income statement components of these variances are as follows:

 

Pre-Tax Income Variance Summary

(In thousands)

 

		Effect on Pre-Tax Income
		Increase (Decrease)
		Three Months
Change from 2008 to 2009 in:
Net interest income		$	847
Provision for loan losses		(1,755		)
Non-interest income		(15		)
Non-interest expense		118
Change in net income before income taxes and preferred stock dividends and accretion		$	(805	)

 

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These variances will be explained in the discussion below.

 

Net Interest Income

 

Net interest income is the largest source of the Bank’s operating income.  For the three month period ended March 31, 2009, net interest income was $5.66 million, an increase of $847,363 or 17.6% from the comparable period in 2008.

 

The net interest margin (net interest income as a percentage of average interest earning assets) was 4.87% for the three month period ended March 31, 2009, an increase of 28 basis points as compared to the same period in 2008.  The increase in the net interest margin in 2009 was primarily attributable to the impact that the decline in market interest rates had on our liability sensitive balance sheet which caused interest-bearing liabilities to decrease faster than the yields on earning assets.  The compression of the yield on interest earning assets was lessened due to a portion of our loan portfolio that was at the contractual rate floors.  In addition, yield on investments increased by 118 basis points as a result of approximately $12.5 million municipal securities purchased in the fourth quarter of 2008 and first quarter 2009 and the related fully taxable equivalent benefit.

 

The following tables shows the relative impact of changes in average balances of interest earning assets and interest bearing liabilities, and interest rates earned and paid by the Company on those assets and liabilities for the three month period ended March 31, 2009 and 2008:

 

Net Interest Analysis

(Dollars in thousands)

 

		Three months ended								Three months ended
		March 31, 2009								March 31, 2008
		Average Balance			Interest Income / Expense			Avg Rate/ Yield		Average Balance			Interest Income / Expense			Avg Rate/ Yield
Assets:
Earning assets:
Gross loans (1) (2)		$	429,860		$	6,604		6.23	%	$	388,096		$	6,941		7.17	%
Investment securities (2)		46,999			708			6.11	%	33,099			407			4.93	%
Federal funds sold		1,383			1			0.27	%	597			5			3.43	%
Interest-earning deposits		1,525			1			0.21	%	219			1			1.31	%
Total interest-earning assets		479,767			7,314			6.18	%	422,012			7,354			6.99	%
Total noninterest earning assets		37,768								32,202
Total Assets		517,535								454,214
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Money market deposits		163,514			628			1.56	%	140,389			979			2.80	%
NOW deposits		53,950			75			0.56	%	53,907			95			0.71	%
Savings deposits		13,595			34			1.02	%	15,735			107			2.72	%
Time certificates of deposit $100,000 or more		41,964			287			2.77	%	47,600			525			4.43	%
Other time deposits		51,450			301			2.37	%	43,245			451			4.18	%
Other borrowings		70,075			229			1.32	%	43,055			368			3.43	%
Total interest-bearing liabilities		394,548			1,554			1.60	%	343,932			2,526			2.95	%
Noninterest-bearing liabilities:
Noninterest-bearing deposits		61,285								63,797
Other liabilities		2,928								3,123
Total noninterest-bearing liabilities		64,213								66,920
Shareholders’ equity		58,774								43,362
Total liabilities and shareholders’ equity		$	517,535							$	454,214
Net interest income					$	5,760							$	4,828
Net interest spread (3)								4.59	%							4.04	%
Net interest margin (4)								4.87	%							4.59	%

 

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