PLUMAS BANCORP - Quarter Report: 2006 June (Form 10-Q)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED June 30, 2006
o | TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 000-49883
PLUMAS BANCORP
(Exact Name of Registrant as Specified in Its Charter)
California | 75-2987096 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
35 S. Lindan Avenue, Quincy, California | 95971 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants Telephone Number, Including Area Code (530) 283-7305
Indicated by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 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 þ No o
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a
non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule12b-2 of the
Exchange Act (check one):
Large Accelerated Filer o Accelerated Filer þ Non-Accelerated Filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
August 7, 2006; 5,004,241 shares
TABLE OF CONTENTS
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PLUMAS BANCORP
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(In thousands, except share data)
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(In thousands, except share data)
June 30, | December 31, | |||||||
2006 | 2005 | |||||||
Assets |
||||||||
Cash and due from banks |
$ | 17,248 | $ | 17,271 | ||||
Federal funds sold |
455 | 7,325 | ||||||
Cash and cash equivalents |
17,703 | 24,596 | ||||||
Investment securities (fair value of $82,702 at June 30, 2006 and
$97,712 at December 31, 2005) |
83,051 | 97,844 | ||||||
Loans, less allowance for loan losses of $3,701 at June 30, 2006
and $3,256 at December 31, 2005 (Notes 3 and 4) |
334,592 | 319,156 | ||||||
Premises and equipment, net |
13,300 | 11,404 | ||||||
Intangible assets, net |
1,488 | 1,638 | ||||||
Bank owned life insurance |
9,085 | 8,930 | ||||||
Accrued interest receivable and other assets |
10,311 | 9,235 | ||||||
Total assets |
$ | 469,530 | $ | 472,803 | ||||
Liabilities and Shareholders Equity |
||||||||
Deposits: |
||||||||
Non-interest bearing |
$ | 127,254 | $ | 129,734 | ||||
Interest bearing |
289,999 | 296,826 | ||||||
Total deposits |
417,253 | 426,560 | ||||||
Federal Home Loan Bank advances |
5,000 | | ||||||
Accrued interest payable and other liabilities |
4,182 | 4,796 | ||||||
Junior subordinated deferrable interest debentures |
10,310 | 10,310 | ||||||
Total liabilities |
436,745 | 441,666 | ||||||
Commitments and contingencies (Note 4) |
| | ||||||
Shareholders equity (Notes 5 and 8): |
||||||||
Serial preferred stock, no par value; 10,000,000 shares
authorized, none issued |
| | ||||||
Common stock, no par value; 22,500,000 shares authorized; issued
and outstanding 5,004,241 shares at June 30, 2006 and
4,976,654 shares at December 31, 2005 |
4,579 | 4,412 | ||||||
Retained earnings |
29,651 | 27,816 | ||||||
Accumulated other comprehensive loss (Note 6) |
(1,445 | ) | (1,091 | ) | ||||
Total shareholders equity |
32,785 | 31,137 | ||||||
Total liabilities and shareholders equity |
$ | 469,530 | $ | 472,803 | ||||
See notes to unaudited condensed consolidated financial statements.
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Table of Contents
PLUMAS BANCORP
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(In thousands, except per share data)
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(In thousands, except per share data)
For the Three Months | For the Six Months | |||||||||||||||
Ended June 30 | Ended June 30 | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Interest Income: |
||||||||||||||||
Interest and fees on loans |
$ | 6,379 | $ | 5,354 | $ | 12,384 | $ | 10,163 | ||||||||
Interest on investment securities: |
||||||||||||||||
Taxable |
645 | 678 | 1,332 | 1,390 | ||||||||||||
Exempt from Federal income taxes |
133 | 134 | 264 | 272 | ||||||||||||
Interest on Federal funds sold |
27 | 3 | 144 | 4 | ||||||||||||
Total interest income |
7,184 | 6,169 | 14,124 | 11,829 | ||||||||||||
Interest Expense: |
||||||||||||||||
Interest on deposits |
1,421 | 915 | 2,782 | 1,710 | ||||||||||||
Interest on Federal Home Loan Bank advances |
39 | 131 | 39 | 166 | ||||||||||||
Interest on junior subordinated deferrable interest
debentures |
201 | 93 | 384 | 184 | ||||||||||||
Other |
4 | 3 | 8 | 5 | ||||||||||||
Total interest expense |
1,665 | 1,142 | 3,213 | 2,065 | ||||||||||||
Net interest income before provision for loan
losses |
5,519 | 5,027 | 10,911 | 9,764 | ||||||||||||
Provision for Loan Losses |
300 | 300 | 600 | 600 | ||||||||||||
Net interest income after provision for loan
losses |
5,219 | 4,727 | 10,311 | 9,164 | ||||||||||||
Non-Interest Income: |
||||||||||||||||
Service charges |
948 | 739 | 1,709 | 1,469 | ||||||||||||
Gain (loss) on sale of other real estate and vehicles, net |
2 | (29 | ) | 2 | (45 | ) | ||||||||||
Earnings on Bank owned life insurance policies |
97 | 87 | 191 | 179 | ||||||||||||
Other |
301 | 313 | 558 | 616 | ||||||||||||
Total non-interest income |
1,348 | 1,110 | 2,460 | 2,219 | ||||||||||||
Non-Interest Expenses: |
||||||||||||||||
Salaries and employee benefits |
2,329 | 2,263 | 4,866 | 4,666 | ||||||||||||
Occupancy and equipment |
810 | 737 | 1,560 | 1,493 | ||||||||||||
Other |
1,302 | 1,125 | 2,326 | 2,167 | ||||||||||||
Total non-interest expenses |
4,441 | 4,125 | 8,752 | 8,326 | ||||||||||||
Income before provision for income taxes |
2,126 | 1,712 | 4,019 | 3,057 | ||||||||||||
Provision for Income Taxes |
816 | 629 | 1,534 | 1,077 | ||||||||||||
Net income |
$ | 1,310 | $ | 1,083 | $ | 2,485 | $ | 1,980 | ||||||||
Basic earnings per share (Notes 5 and 8) |
$ | 0.26 | $ | 0.22 | $ | 0.50 | $ | 0.40 | ||||||||
Diluted earnings per share (Notes 5 and 8) |
$ | 0.26 | $ | 0.21 | $ | 0.49 | $ | 0.39 | ||||||||
See notes to unaudited condensed consolidated financial
statements.
3
Table of Contents
PLUMAS BANCORP
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In thousands)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In thousands)
For the Six Months | ||||||||
Ended June 30, | ||||||||
2006 | 2005 | |||||||
Cash Flows from Operating Activities: |
||||||||
Net income |
$ | 2,485 | $ | 1,980 | ||||
Adjustments to reconcile net income to net cash provided by operating
activities: |
||||||||
Provision for loan losses |
600 | 600 | ||||||
Change in deferred loan origination costs/fees, net |
(398 | ) | (614 | ) | ||||
Depreciation and amortization |
1,025 | 836 | ||||||
Stock-based compensation expense |
87 | | ||||||
Net loss on sale of available-for-sale investment securities |
| 8 | ||||||
Amortization of investment security premiums |
223 | 371 | ||||||
Accretion of investment security discounts |
(46 | ) | (38 | ) | ||||
Net loss on disposal/sale of premises and equipment |
8 | 4 | ||||||
Net (gain) loss on sale of other real estate and vehicles |
(2 | ) | 45 | |||||
Earnings on Bank owned life insurance policies |
(191 | ) | (179 | ) | ||||
Expenses on Bank owned life insurance policies |
36 | 34 | ||||||
(Increase) decrease in accrued interest receivable and other assets |
(852 | ) | 115 | |||||
(Decrease) increase in accrued interest payable and other liabilities |
(614 | ) | 697 | |||||
Net cash provided by operating activities |
2,361 | 3,859 | ||||||
Cash Flows from Investing Activities: |
||||||||
Proceeds from matured and called available-for-sale investment securities |
12,346 | 9,500 | ||||||
Proceeds from matured and called held-to-maturity investment securities |
| 1,097 | ||||||
Proceeds from sales of available-for-sale investment securities |
| 1,992 | ||||||
Purchases of held-to-maturity investment securities |
(155 | ) | | |||||
Proceeds from principal repayments from available-for-sale
government-guaranteed mortgage-backed securities |
1,805 | 1,722 | ||||||
Proceeds from principal repayments from held-to-maturity
government-guaranteed mortgage-backed securities |
18 | 51 | ||||||
Net increase in loans |
(15,942 | ) | (42,224 | ) | ||||
Proceeds from sale of other real estate and vehicles |
101 | 154 | ||||||
Purchase of premises and equipment |
(2,550 | ) | (1,235 | ) | ||||
Net cash used in investing activities |
(4,377 | ) | (28,943 | ) | ||||
Continued on next page.
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Table of Contents
PLUMAS BANCORP
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In thousands)
(Continued)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In thousands)
(Continued)
For the Six Months | ||||||||
Ended June 30, | ||||||||
2006 | 2005 | |||||||
Cash Flows from Financing Activities: |
||||||||
Net (decrease) increase in demand, interest bearing and savings deposits |
$ | (331 | ) | $ | 10,765 | |||
Net (decrease) increase in time deposits |
(8,976 | ) | 4,539 | |||||
Proceeds from Federal Home Loan Bank advances |
5,000 | 16,465 | ||||||
Proceeds from exercise of stock options |
80 | 223 | ||||||
Payment of cash dividends |
(650 | ) | (527 | ) | ||||
Net cash (used in) provided by financing activities |
(4,877 | ) | 31,465 | |||||
(Decrease) increase in cash and cash equivalents |
(6,893 | ) | 6,381 | |||||
Cash and Cash Equivalents at Beginning of Year |
24,596 | 11,444 | ||||||
Cash and Cash Equivalents at End of Period |
$ | 17,703 | $ | 17,825 | ||||
Supplemental Disclosure of Cash Flow Information: |
||||||||
Cash paid during the period for: |
||||||||
Interest expense |
$ | 3,147 | $ | 1,914 | ||||
Income taxes |
$ | 1,655 | $ | 555 | ||||
Non-Cash Investing Activities: |
||||||||
Vehicles acquired through foreclosure |
$ | 93 | $ | 90 | ||||
Loan transferred to other assets |
$ | 211 | $ | | ||||
Net change in unrealized gain on available-for-sale securities |
$ | (354 | ) | $ | (162 | ) | ||
Non-Cash Financing Activities: |
||||||||
Common stock retired in connection with the exercise of stock options |
$ | 345 | $ | 80 |
See notes to unaudited condensed consolidated financial statements.
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PLUMAS BANCORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. GENERAL
Plumas Bancorp (the Company) was incorporated on January 17, 2002 and became the sole shareholder
of Plumas Bank (the Bank) on June 21, 2002. The Company formed Plumas Statutory Trust I for the
sole purpose of issuing trust preferred securities on September 26, 2002. The Company formed
Plumas Statutory Trust II for the sole purpose of issuing trust preferred securities on September
28, 2005.
The Bank operates twelve branches in California, including branches in Alturas, Chester, Fall River
Mills, Greenville, Kings Beach, Loyalton, Portola, Quincy, Susanville, Tahoe City, Truckee and
Westwood. The Banks deposits are insured by the Federal Deposit Insurance Corporation (FDIC) up
to applicable legal limits. The Banks primary source of revenue is generated from providing loans
to customers who are predominately small and middle market businesses and individuals residing in
the surrounding areas.
2. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated financial statements include the accounts of the Company and the
accounts of its wholly-owned subsidiary, Plumas Bank. Plumas Statutory Trust I and Plumas
Statutory Trust II are not consolidated into the Companys consolidated financial statements and,
accordingly, are accounted for under the equity method. In the opinion of management, the
unaudited condensed consolidated financial statements contain all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the Companys financial position at June
30, 2006 and December 31, 2005 and its results of operations for the three-month and six-month
periods ended June 30, 2006 and 2005 and its cash flows for the six-month periods ended June 30,
2006 and 2005. Certain reclassifications have been made to prior periods balances to conform to
classifications used in 2006.
The unaudited condensed consolidated financial statements of the Company have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim
reporting on Form 10-Q. Accordingly, certain disclosures normally presented in the notes to the
consolidated financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been omitted. The Company believes that the
disclosures are adequate to make the information not misleading. These interim financial
statements should be read in conjunction with the consolidated financial statements and notes
thereto included in the Companys 2005 Annual Report to Shareholders on Form 10-K. The results of
operations for the three-month and six-month periods ended June 30, 2006 and 2005 may not
necessarily be indicative of future operating results. In preparing such financial statements,
management is required to make estimates and assumptions that affect the reported amounts of assets
and liabilities as of the date of the balance sheet and revenues and expenses for the periods
reported. Actual results could differ significantly from those estimates.
On August 17, 2005 the Companys Board of Directors approved a three-for-two stock split for
shareholders of record at the close of business on September 2, 2005 and effective on September 16,
2005. All share and per share data in the unaudited condensed consolidated financial statements
have been retroactively restated to give effect to the stock split.
Management has determined that because all of the commercial banking products and services offered
by the Company are available in each branch of the Bank, all branches are located within the same
economic environment and management does not allocate resources based on the performance of
different lending or transaction activities, it is appropriate to aggregate the Bank branches and
report them as a single operating segment. No single customer accounts for more than 10% of the
revenues of the Company or the Bank.
6
Table of Contents
3. LOANS
Outstanding loans are summarized below, in thousands:
June 30, | December 31, | |||||||
2006 | 2005 | |||||||
Commercial |
$ | 36,832 | $ | 42,252 | ||||
Agricultural |
35,291 | 31,018 | ||||||
Real estate mortgage |
116,203 | 110,686 | ||||||
Real estate construction and land development |
63,123 | 56,370 | ||||||
Consumer |
85,680 | 81,320 | ||||||
337,129 | 321,646 | |||||||
Deferred loan costs, net |
1,164 | 766 | ||||||
Allowance for loan losses |
(3,701 | ) | (3,256 | ) | ||||
$ | 334,592 | $ | 319,156 | |||||
4. COMMITMENTS AND CONTINGENCIES
The Company is party to claims and legal proceedings arising in the ordinary course of business.
In the opinion of the Companys management, the amount of ultimate liability with respect to such
proceedings will not have a material adverse effect on the financial condition or result of
operations of the Company taken as a whole.
In the normal course of business, there are various outstanding commitments to extend credit which
are not reflected in the financial statements, including loan commitments of $103,854,000 and
$107,500,000 and stand-by letters of credit of $533,000 and $1,195,000 at June 30, 2006 and
December 31, 2005, respectively.
Of the loan commitments outstanding at June 30, 2006, $42,037,000 are real estate construction loan
commitments that are expected to fund within the next twelve months. The remaining commitments
primarily relate to revolving lines of credit or other commercial loans, and many of these are
expected to expire without being drawn upon. Therefore, the total commitments do not necessarily
represent future cash requirements. Each loan commitment and the amount and type of collateral
obtained, if any, are evaluated on an individual basis. Collateral held varies, but may include
real property, bank deposits, debt or equity securities or business assets.
Stand-by letters of credit are conditional commitments written to guarantee the performance of a
customer to a third party. These guarantees are primarily related to the purchases of inventory by
commercial customers and are typically short-term in nature. Credit risk is similar to that
involved in extending loan commitments to customers and accordingly, evaluation and collateral
requirements similar to those for loan commitments are used. The deferred liability related to the
Companys stand-by letters of credit was not significant at June 30, 2006 or December 31, 2005.
7
Table of Contents
5. EARNINGS PER SHARE
Basic earnings per share is computed by dividing income available to common shareholders by the
weighted average number of common shares outstanding for the period. Diluted earnings per share
reflects the potential dilution that could occur if securities or other contracts to issue common
stock, such as stock options, result in the issuance of common stock which shares in the earnings
of the Company. The treasury stock method has been applied to determine the dilutive effect of
stock options in computing diluted earnings per share.
For the Three Months | For the Six Months | |||||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Earnings Per Share: |
||||||||||||||||
Basic earnings per share |
$ | 0.26 | $ | 0.22 | $ | 0.50 | $ | 0.40 | ||||||||
Diluted earnings per share |
$ | 0.26 | $ | 0.21 | $ | 0.49 | $ | 0.39 | ||||||||
Weighted Average Number of
Shares Outstanding: (in thousands) |
||||||||||||||||
Basic shares |
5,000 | 4,945 | 4,994 | 4,933 | ||||||||||||
Diluted shares |
5,089 | 5,078 | 5,090 | 5,057 |
There were 10,000 stock options in the three-month period and 7,500 stock options in the six-month
period ended June 30, 2006, considered to be antidilutive and therefore omitted from the above
calculation of diluted earnings per share. There were no stock options in the three-month and
six-month periods ended June 30, 2005 considered to be antidilutive
6. COMPREHENSIVE INCOME
Total comprehensive income for the three months ended June 30, 2006 and 2005 totaled $1,055,000 and
$1,639,000, respectively. Comprehensive income is comprised of unrealized (losses) gains, net of
taxes, on available-for-sale investment securities, which were $(255,000) and $556,000 for the
three months ended June 30, 2006 and 2005, respectively, together with net income.
Total comprehensive income for the six months ended June 30, 2006 and 2005 totaled $2,131,000 and
$1,818,000, respectively. Comprehensive income is comprised of unrealized losses, net of taxes, on
available-for-sale investment securities, which were $(354,000) and $(162,000) for the six months
ended June 30, 2006 and 2005, respectively, together with net income.
At June 30, 2006 and December 31, 2005, accumulated other comprehensive loss totaled $1,445,000 and
$1,091,000, respectively, and is reflected, net of taxes, as a component of shareholders equity.
7. STOCK-BASED COMPENSATION
At June 30, 2006, the Company had two stock-based compensation plans, the Plumas Bank 2001 and 1991
Stock Option Plans, which are described below. Effective January 1, 2006, the Company adopted
Statement of Financial Accounting Standards No. 123 (R), Share Based Payment (SFAS 123 (R)),
using the modified prospective application transition method, which requires recognizing expense
for options granted prior to the adoption date equal to the fair value of the unvested amounts over
their remaining vesting period based on the grant date fair value estimated in accordance with the
original provisions of SFAS No. 123 Accounting for Stock Based Compensation and compensation cost
for all share based payments granted subsequent to January 1, 2006 based on the grant date fair
values estimated in accordance with the provisions of SFAS 123 (R). There were a total of 2,500
options granted during the six-month period ended June 30, 2006 and no options granted during the
six-month period ended June 30, 2005. Results for prior periods have not been restated. Prior to
January 1, 2006, the Company accounted for the Stock Option Plans under the recognition and
measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related
Interpretations. No stock-based compensation cost was recorded prior to January 1, 2006, as all
options granted under these plans had an exercise price equal to the market value of the underlying
common stock on the date of the grant.
8
Table of Contents
As a result of adopting SFAS 123 (R), the Companys income before provision for income taxes and
net income for the three months ended June 30, 2006 was $43,000 and $38,000, respectively, and for
the six months ended June 30, 2006 was $87,000 and $76,000, respectively, lower than if we had
continued to account for share-based compensation under APB 25. Basic and diluted earnings per
share for the quarter ended June 30, 2006 would have been $0.27 and $0.26, respectively, without
the adoption of SFAS 123 (R) compared to $0.26 and $0.26, respectively, as reported. Basic and
diluted earnings per share for the six months ended June 30, 2006 would have been $0.51 and $0.50,
respectively, without the adoption of SFAS 123 (R) compared to $0.50 and $0.49, respectively, as
reported.
SFAS 123 (R) requires the cash flows resulting from the tax benefits resulting from tax deductions
in excess of the compensation cost recognized for those options (excess tax benefits) to be
classified as a cash flow from financing in the statement of cash flows. These excess tax benefits
were not significant for the Company.
The following table illustrates the pro forma SFAS 123 adjustment on consolidated net income and
earnings per share had the Company recorded compensation expense in accordance with SFAS 123 for
the three months and six months ended June 30, 2005, dollars in thousands except per share amounts:
For the Three | ||||||||
And Six Months | ||||||||
Ended June 30, 2005 | ||||||||
Net income as reported |
$ | 1,083 | $ | 1,980 | ||||
Deduct: Total stock-based compensation expense
determined under the fair value based method
for all awards, net of related tax effects |
43 | 87 | ||||||
Pro forma net income |
$ | 1,040 | $ | 1,893 | ||||
Basic earnings per share as reported |
$ | 0.22 | $ | 0.40 | ||||
Basic earnings per share pro forma |
$ | 0.21 | $ | 0.38 | ||||
Diluted earnings per share as reported |
$ | 0.21 | $ | 0.39 | ||||
Diluted earnings per share pro forma |
$ | 0.20 | $ | 0.37 | ||||
8. STOCK OPTION PLANS
In 2001 and 1991, the Company established Stock Option Plans for which 929,339 shares of common
stock remain reserved for issuance to employees and directors and 620,037 shares are available for
future grants under incentive and nonstatutory agreements as of June 30, 2006. The plans require
that the option price may not be less than the fair market value of the stock at the date the
option is granted, and that the stock must be paid in full at the time the option is exercised.
Payment in full for the option price must be made in cash or with Company common stock previously
acquired by the optionee and held by the optionee for a period of at least six months. The options
expire on dates determined by the Board of Directors, but not later than ten years from the date of
grant. Upon grant, options vest ratably over a three to five year period. All options outstanding
at June 30, 2006 are expected to vest.
9
Table of Contents
A summary of the option activity during the six months ended June 30, 2006 within the Stock Options
Plans follows:
Weighted Average | ||||||||||||||||
Weighted Average | Remaining | Intrinsic Value | ||||||||||||||
Shares | Exercise Price | Contractual Term | (in thousands) | |||||||||||||
Incentive: |
||||||||||||||||
Options outstanding at January 1, 2006 |
242,845 | 11.05 | ||||||||||||||
Options granted |
| | ||||||||||||||
Options exercised |
44,418 | 8.96 | ||||||||||||||
Options cancelled |
4,756 | 12.68 | ||||||||||||||
Options outstanding at June 30, 2006 |
193,671 | 11.48 | 6.9 | $ | 1,360 | |||||||||||
Options exercisable at June 30, 2006 |
95,632 | 9.72 | 6.1 | $ | 840 | |||||||||||
Nonstatutory: |
||||||||||||||||
Options outstanding at January 1, 2006 |
113,131 | 10.59 | ||||||||||||||
Options granted |
2,500 | 18.79 | ||||||||||||||
Options exercised |
| | ||||||||||||||
Options cancelled |
| | ||||||||||||||
Options outstanding at June 30, 2006 |
115,631 | 10.77 | 6.2 | $ | 894 | |||||||||||
Options exercisable at June 30, 2006 |
70,386 | 9.15 | 5.3 | $ | 658 | |||||||||||
The intrinsic value represents the value of the Companys closing stock price on June 30, 2006 in
excess of the exercise price multiplied by the number of options outstanding or exercisable.
There were a total of 2,500 options granted during the six-month period ended June 30, 2006 and no
option grants made during the six-month period ended June 30, 2005. The fair value of each option
grant is estimated on the date of grant using a Black-Scholes option-pricing model that uses
assumptions based on expected option life, expected stock volatility, risk free interest rate, and
dividend yield. The Company uses historical data to estimate expected option life. Stock
volatility is based on the historical volatility of the Companys stock. The risk-free rate is
based on the U. S. Treasury yield curve for the periods within the contractual life of the options
in effect at the time of grant. Assumptions used for the grants made in the six-months ended June
30, 2006 are as follows:
Weighted average fair value of options granted
|
$ | 4.60 | ||
Dividend yield
|
1.2 | % | ||
Expected volatility
|
16.7 | % | ||
Risk-free interest rate
|
4.6 | % | ||
Expected option life in years
|
5.0 |
As of June 30, 2006, there was $426,000 of total unrecognized compensation cost related to
non-vested share-based compensation arrangements granted under the 1991 Plan and 2001 Plan. That
cost is expected to be recognized over a weighted average period of 2.76 years. The total
intrinsic value of options exercised during the six months ended June 30, 2006 and 2005 was
$493,000 and $534,000 respectively. The total fair value of shares vested during the quarter ended
June 30, 2006 and 2005 was $2,000 and $5,000 respectively. The total fair value of shares vested
during the six months ended June 30, 2006 and 2005 was $5,000 and $9,000 respectively.
9. RECENT ACCOUNTING DEVELOPMENTS
Accounting for Uncertainty in Income Taxes
In July 2006, the FASB issued Financial Accounting Standards Interpretation No. 48 (FIN 48),
Accounting for Uncertainty in Income Taxes. FIN 48 clarifies the accounting for uncertainty in
income taxes recognized in an enterprises financial statements in accordance with FASB Statement
No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement
attributable for the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim
periods, disclosures and transitions. FIN 48 is effective for fiscal years beginning after
December 15, 2006. Management has not completed its evaluation of the impact that FIN 48 will have.
10
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PART I FINANCIAL INFORMATION
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain matters discussed in this Quarterly Report are forward-looking statements that are
subject to risks and uncertainties that could cause actual results to differ materially from those
projected in the forward-looking statements. Such risks and uncertainties include, among others,
(1) significant increases in competitive pressures in the financial services industry; (2) changes
in the interest rate environment resulting in reduced margins; (3) general economic conditions,
either nationally or regionally, maybe less favorable than expected, resulting in, among other
things, a deterioration in credit quality; (4) changes in regulatory environment; (5) loss of key
personnel; (6) fluctuations in the real estate market; (7) changes in business conditions and
inflation; (8) operational risks including data processing systems failures or fraud; and (9)
changes in securities markets. Therefore, the information set forth herein should be carefully
considered when evaluating the business prospects of Plumas Bancorp.
When the Company uses in this Quarterly Report the words anticipate, estimate, expect,
project, intend, commit, believe and similar expressions, the Company intends to identify
forward-looking statements. Such statements are not guarantees of performance and are subject to
certain risks, uncertainties and assumptions, including those described in this Quarterly Report.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those anticipated, estimated, expected,
projected, intended, committed or believed. The future results and stockholder values of the
Company may differ materially from those expressed in these forward-looking statements. Many of
the factors that will determine these results and values are beyond the Companys ability to
control or predict. For those statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
INTRODUCTION
On May 18, 2005, Plumas Bancorp (the Company) began trading on The NASDAQ Capital Market under
the ticker symbol PLBC. Prior to May 18, 2005, the Company was traded on the Over-The-Counter
Bulletin Board (OTC BB) also under the ticker symbol PLBC.
The following discussion and analysis sets forth certain statistical information relating to the
Company as of June 30, 2006 and December 31, 2005 and for the three and six month periods ended
June 30, 2006 and 2005. This discussion should be read in conjunction with the condensed
consolidated financial statements and related notes included elsewhere in this Quarterly Report on
Form 10-Q and the consolidated financial statements and notes thereto included in Plumas Bancorps
Annual Report filed on Form 10-K for the year ended December 31, 2005.
STOCK SPLIT
On August 17, 2005 the Companys Board of Directors approved a three-for-two stock split for
shareholders of record at the close of business on September 2, 2005 and effective on September 16,
2005. All share and per share data in the unaudited condensed consolidated financial statements
have been retroactively restated to give effect to the stock split.
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CASH DIVIDEND
On April 21, 2006, the Company declared a common stock cash dividend of $0.13 per share. The
dividend was paid on May 15, 2006 to its shareholders of record on May 1, 2006.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (R),
Share Based Payment (SFAS 123(R)) using the modified prospective transition method. Prior to
adoption of this statement, the Company accounted for its share-based employee compensation plans
under the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock-Based
Compensation. See Note 7 and 8 to the Condensed Consolidated Financial Statements for additional
information related to implementation of SFAS 123(R). There have been no other changes to the
Companys critical accounting policies from those disclosed in the Companys 2005 Annual Report to
Shareholders on Form 10-K.
This discussion should be read in conjunction with our unaudited condensed consolidated financial
statements, including the notes thereto, appearing elsewhere in this report.
OVERVIEW
The Companys net income increased $505 thousand, or 26%, to $2.48 million for the six months ended
June 30, 2006 from $1.98 million for the same period in 2005. The primary contributor to the
increase in net income for the first six months of 2006 was a $1.15 million increase in net
interest income. In addition non-interest income increased by $241 thousand primarily as a result
of an increase in service charge income of $240 thousand. Partially offsetting these revenue gains
were increases of $200 thousand in salaries and benefits, $67 thousand in occupancy and equipment
costs, $159 thousand in all other non-interest expense categories and $457 thousand in the
provision for income taxes.
Total assets declined $3.3 million from $472.8 million at December 31, 2005 to $469.5 million at
June 30, 2006. Net loans increased by $15.4 million, or 5% from $319.2 million at December 31,
2005 to $334.6 million at June 30, 2006. Funding for the increase in loans was provided by a
decrease in federal funds sold of $6.9 million, a decrease in investment securities of $14.8
million, and an increase in Federal Home Loan Bank (FHLB) advances totaling $5.0 million as
deposits declined $9.3 million, or 2% from $426.6 million at December 31, 2005 to $417.3 million at
June 30, 2006.
The annualized return on average assets was 1.08% for the six months ended June 30, 2006 up from
0.92% for the same period in 2006. The annualized return on average equity was 15.4% for the six
months ended June 30, 2006 up from 13.8% for the same period in 2005.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006
Net interest income before provision for loan losses. Net interest income, on a nontax-equivalent
basis, was $10.9 million for the six months ended June 30, 2006, an increase of $1.1 million, or
12%, from $9.8 million for the same period in 2005. The increase in net interest income was
primarily attributed to volume and rate increases in the Companys average loan balances partially
offset by increases in the rates paid on time deposits, interest bearing checking (NOW) account
balances and in the level of and rates paid on the junior subordinated debentures.
Interest income increased $2.3 million, or 19%, to $14.1 million for the six months ended June 30,
2006. Interest and fees on loans increased by $2.2 million from $10.2 million for the six months
ended June 30, 2005 to $12.4 million during the current six month period. The Companys average
loan balances were $323 million for the six months ended June 30, 2006, up $36 million, or 13%,
from the $287 million for the same period in 2005. The average rate earned on the Companys loan
balances increased 59 basis points to 7.72% during the first six months of 2006 versus 7.13% during
the first six months of 2005. The increase in yield is consistent with market conditions in the
Companys service area.
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Interest on investment securities decreased by $66 thousand, as an increase in yield was offset by
a decline in average investment securities. Interest earned on federal funds sold increased by
$140 thousand. This item benefited both from an increase in yield and an increase in average
balances outstanding.
Interest expense increased $1.1 million to $3.2 million for the six months ended June 30, 2006, up
from $2.1 million for the same period in 2005. The increase in interest expense was primarily
attributed to rate increases on time deposits and NOW account balances and the increase in the
level of and rates paid on the junior subordinated debentures. Partially offsetting these increases
in interest expense was a decrease of $127 thousand in interest from FHLB borrowings, resulting
from a reduction in these borrowings during the 2006 period.
For the six months ended June 30, 2006 compared to the same period in 2005, the Companys average
rate paid on time deposits increased 91 basis points to 3.34% from 2.43%. The average rate paid on
NOW balances increased 151 basis points to 1.66% for the first six months of 2006 versus 0.15% for
the first six months of 2005 primarily as a result of the introduction of the Money Fund Plu$
account in September 2005.
Money Fund Plu$ is a high interest bearing checking account designed to pay rates comparable to
those available on a typical brokerage account. Since its introduction, there has been significant
growth in the total Money Fund Plu$ balances with an average balance of $33.7 million for the six
months ended June 30, 2006 and total balances as of June 30, 2006 of $47.3 million.
Adding to the interest expense was an increase in the average balance of the junior subordinated
debentures of $4.1 million to $10.3 million and in the average rate paid of 151 basis points from
6.00% to 7.51%.
As a result of the changes noted above, the net interest margin for the six months ended June 30,
2006 increased 22 basis points, or 4%, to 5.24%, up from 5.02% for the same period in 2005.
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The following table presents for the six-month periods indicated the distribution of consolidated
average assets, liabilities and shareholders equity. It also presents the amounts of interest
income from interest-earning assets and the resultant annualized yields expressed in both dollars
and annualized yield percentages, as well as the amounts of interest expense on interest-bearing
liabilities and the resultant cost expressed in both dollars and annualized rate percentages.
Average balances are based on daily averages. Nonaccrual loans are included in the calculation of
average loans while nonaccrued interest thereon is excluded from the computation of yields earned:
For the Six Months Ended June 30, 2006 | For the Six Months Ended June 30, 2005 | |||||||||||||||||||||||
Average Balance | Interest | Yield/ | Average Balance | Interest | Yield/ | |||||||||||||||||||
(in thousands) | (in thousands) | Rate | (in thousands) | (in thousands) | Rate | |||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Loans (1) (2) |
$ | 323,307 | $ | 12,384 | 7.72 | % | $ | 287,257 | $ | 10,163 | 7.13 | % | ||||||||||||
Investment securities (1) |
90,002 | 1,596 | 3.58 | % | 104,328 | 1,662 | 3.21 | % | ||||||||||||||||
Federal funds sold |
6,492 | 144 | 4.47 | % | 280 | 4 | 2.88 | % | ||||||||||||||||
Total interest earning assets |
419,801 | 14,124 | 6.78 | % | 391,865 | 11,829 | 6.08 | % | ||||||||||||||||
Cash and due from banks |
13,677 | 15,565 | ||||||||||||||||||||||
Other assets |
30,567 | 26,386 | ||||||||||||||||||||||
Total assets |
$ | 464,045 | $ | 433,816 | ||||||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||||||
NOW deposits |
$ | 75,748 | 623 | 1.66 | % | $ | 43,793 | 33 | 0.15 | % | ||||||||||||||
Money market deposits |
61,010 | 371 | 1.23 | % | 63,035 | 324 | 1.04 | % | ||||||||||||||||
Savings deposits |
61,858 | 224 | 0.73 | % | 67,417 | 200 | 0.60 | % | ||||||||||||||||
Time deposits |
94,378 | 1,564 | 3.34 | % | 95,877 | 1,153 | 2.43 | % | ||||||||||||||||
FHLB advances |
1,525 | 39 | 5.16 | % | 11,449 | 166 | 2.92 | % | ||||||||||||||||
Other interest-bearing liabilities |
278 | 8 | 5.80 | % | 232 | 5 | 4.35 | % | ||||||||||||||||
Junior subordinated debentures |
10,310 | 384 | 7.51 | % | 6,186 | 184 | 6.00 | % | ||||||||||||||||
Total interest-bearing liabilities |
305,107 | 3,213 | 2.12 | % | 287,989 | 2,065 | 1.44 | % | ||||||||||||||||
Non-interest bearing deposits |
121,915 | 113,018 | ||||||||||||||||||||||
Other liabilities |
4,525 | 3,834 | ||||||||||||||||||||||
Shareholders equity |
32,498 | 28,975 | ||||||||||||||||||||||
Total liabilities & equity |
$ | 464,045 | $ | 433,816 | ||||||||||||||||||||
Cost of funding interest-earning assets (3) |
1.54 | % | 1.06 | % | ||||||||||||||||||||
Net interest income and margin (4) |
$ | 10,911 | 5.24 | % | $ | 9,764 | 5.02 | % | ||||||||||||||||
(1) | Not computed on a tax-equivalent basis. | |
(2) | Loan (costs) fees included in loan interest income for the six-month periods ended June 30, 2006 and 2005 were $(74,000) and $100,000, respectively. | |
(3) | Total annualized interest expense divided by the average balance of total earning assets. |
|
(4) | Annualized net interest income divided by the average balance of total earning assets. |
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Table of Contents
The following table sets forth changes in interest income and interest expense for the
six-month periods indicated and the amount of change attributable to variances in volume, rates and
the combination of volume and rates based on the relative changes of volume and rates:
2006 over 2005 change in net interest income | ||||||||||||||||
for the six months ended June 30 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Volume (1) | Rate (2) | Mix (3) | Total | |||||||||||||
Interest-earning assets: |
||||||||||||||||
Loans |
$ | 1,275 | $ | 840 | $ | 106 | $ | 2,221 | ||||||||
Investment securities |
(228 | ) | 188 | (26 | ) | (66 | ) | |||||||||
Federal funds sold |
89 | 2 | 49 | 140 | ||||||||||||
Total interest income |
1,136 | 1,030 | 129 | 2,295 | ||||||||||||
Interest-bearing liabilities: |
||||||||||||||||
NOW deposits |
24 | 327 | 239 | 590 | ||||||||||||
Money market deposits |
(10 | ) | 59 | (2 | ) | 47 | ||||||||||
Savings deposits |
(16 | ) | 44 | (4 | ) | 24 | ||||||||||
Time deposits |
(18 | ) | 436 | (7 | ) | 411 | ||||||||||
FHLB advances |
(144 | ) | 127 | (110 | ) | (127 | ) | |||||||||
Other interest-bearing liabilities |
1 | 2 | | 3 | ||||||||||||
Junior subordinated debentures |
123 | 46 | 31 | 200 | ||||||||||||
Total interest expense |
(40 | ) | 1,041 | 147 | 1,148 | |||||||||||
Net interest income |
$ | 1,176 | $ | (11 | ) | $ | (18 | ) | $ | 1,147 | ||||||
(1) | The volume change in net interest income represents the change in average balance divided by the previous years rate. | |
(2) | The rate change in net interest income represents the change in rate multiplied by the previous years average balance. | |
(3) | The mix change in net interest income represents the change in average balance multiplied by the change in rate. |
Provision for loan losses. The Company recorded $600,000 in provision for loan losses for the
six months ended June 30, 2006 and 2005. Management assesses its loan quality monthly to maintain
an adequate allowance for loan losses. Based on information currently available, management
believes that the allowance for loan losses is adequate to absorb potential risks in the portfolio.
However, no assurance can be given that the Company may not sustain charge-offs which are in
excess of the allowance in any given period. The Companys loan portfolio composition and
non-performing assets are further discussed under the financial condition section below.
Non-interest income. During the six months ended June 30, 2006, total non-interest income
increased $241 thousand, or 11%, to $2.5 million, up from $2.2 million from the comparable period
in 2005. This increase was primarily related to an increase in service charges on deposit
accounts. Decreases in non-interest income of $47 thousand in investment service fees and $58
thousand in tax refunds were offset by increases in other categories of non-interest income.
Service charges on deposit accounts increased $240 thousand over the same six month period last
year. Of this increase, $121 thousand relates to fees from increased customer usage of deposit
account overdrafts privileges, the collection of fees resulting from those overdrafts and from an
increase in the rate charged. Additionally, during 2006, the Company began recording expenses for
ATM transactions in the outside service fee expense category. Prior to this, the Companys vendor
did not separate these costs from ATM income and the net amount was recorded as income. The effect
of this change was to increase 2006 non-interest income by $130 thousand and increase non-interest
expense by a similar amount.
In the first quarter of 2005, the Company recorded $58 thousand of tax refunds related to previous
years overpayments. These tax refunds are not expected to reoccur. As a result, in 2006, changes
to total non-interest income were negatively impacted by these tax refunds.
15
Table of Contents
The following table describes the components of non-interest income for the six-month periods
ending June 30, 2006 and 2005, in thousands:
For the Six Months | ||||||||||||||||
Ended June 30 | ||||||||||||||||
Dollar | Percentage | |||||||||||||||
2006 | 2005 | Change | Change | |||||||||||||
Service charges on deposit accounts |
$ | 1,709 | $ | 1,469 | $ | 240 | 16.3 | % | ||||||||
Earnings on life insurance policies |
191 | 179 | 12 | 6.7 | % | |||||||||||
Merchant processing income |
131 | 132 | (1 | ) | -0.8 | % | ||||||||||
Official check fees |
80 | 46 | 34 | 73.9 | % | |||||||||||
Mortgage loan commission and servicing fees |
65 | 89 | (24 | ) | -27.0 | % | ||||||||||
Customer service fees |
60 | 52 | 8 | 15.4 | % | |||||||||||
Investment services income |
55 | 102 | (47 | ) | -46.1 | % | ||||||||||
Federal Home Loan Bank dividends |
48 | 38 | 10 | 26.3 | % | |||||||||||
Safe deposit box and night depository income |
36 | 35 | 1 | 2.9 | % | |||||||||||
Printed check fee income |
31 | 21 | 10 | 47.6 | % | |||||||||||
Other deposit account fees |
28 | 14 | 14 | 100.0 | % | |||||||||||
Gain (loss) on sale of real estate and vehicles |
2 | (45 | ) | 47 | 104.4 | % | ||||||||||
Loss on sale of securities |
| (8 | ) | 8 | 100.0 | % | ||||||||||
Loss on sale of loans |
(4 | ) | | (4 | ) | | % | |||||||||
Tax refunds |
| 58 | (58 | ) | -100.0 | % | ||||||||||
Other |
28 | 37 | (9 | ) | -24.3 | % | ||||||||||
Total non-interest income |
$ | 2,460 | $ | 2,219 | $ | 241 | 10.9 | % | ||||||||
Non-interest expenses. During the six months ended June 30, 2006, total non-interest expense
increased $426 thousand, or 5%, to $8.7 million, up from $8.3 million for the comparable period in
2005. The increase in non-interest expense was primarily the result of increases in salaries and
employee benefits, occupancy and equipment costs, outside service fees and other expenses.
Salaries and other employee benefits increased $200 thousand, or 4%, over the same six-month period
last year. Salaries, payroll taxes and other employee benefits increased as a result of staffing
additions related to branch administration and the establishment of a customer call and resource
center as well as general salary merit increases and an increase in bonus expense. On January 1,
2006, the Company adopted Statement of Financial Accounting Standards No. 123 (R), Share Based
Payment (SFAS 123 (R)), using the modified prospective application transition method. As a
result of adopting SFAS 123 (R), the Company recorded $63,000 of employee stock based compensation
expense and $24,000 of director stock based compensation expense during the half of 2006. As of
June 30, 2006, there was $304,000 of total unrecognized employee compensation costs and $122,000 of
total unrecognized director compensation cost related to non-vested share-based compensation
arrangements. These costs are expected to be recognized over a weighted average period of 2.76
years. Higher salary and employee benefit costs were reduced to some extent by the deferral of
additional salary costs related to increased loan origination activities and reduced workers
compensation costs.
Occupancy and equipment expense increased by $67 thousand to $1.56 million during the six months
ended June 30, 2006 from $1.49 million during the first half of 2005. The largest components of
this increase were a $21 thousand increase in utilities expense and a $27 thousand increase in the
amortization of leasehold improvements. The increase in outside service fees reflects the ATM
expense previously recorded against ATM income. The increase in other expenses was related to an
increase in other losses of $49 thousand, from $20 thousand during the 2005 six month period to $69
thousand for the six months ended June 30, 2006. These losses primarily relate to a higher level of charge-offs related to
overdrafts on deposit accounts.
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Armored car and courier costs decreased $56 thousand, or 30%, as compared to the six months ended
June 30, 2005. Courier savings were realized as a result of the Banks implementation of Check
21. Check 21 is a federal law promoting the transmission of checks electronically between
institutions rather than physically transporting the items.
The following table describes the components of non-interest expense for the six-month periods
ending June 30, 2006 and 2005.
For the Six Months | ||||||||||||||||
Ended June 30 | ||||||||||||||||
Dollar | Percentage | |||||||||||||||
2006 | 2005 | Change | Change | |||||||||||||
Salaries and employee benefits |
$ | 4,866 | $ | 4,666 | $ | 200 | 4.3 | % | ||||||||
Occupancy and equipment |
1,560 | 1,493 | 67 | 4.5 | % | |||||||||||
Professional fees |
345 | 362 | (17 | ) | -4.7 | % | ||||||||||
Business development |
282 | 238 | 44 | 18.5 | % | |||||||||||
Advertising and shareholder relations |
242 | 224 | 18 | 8.0 | % | |||||||||||
Outside service fees |
219 | 143 | 76 | 53.1 | % | |||||||||||
Telephone and data communication |
197 | 157 | 40 | 25.5 | % | |||||||||||
Director compensation |
175 | 159 | 16 | 10.1 | % | |||||||||||
Deposit premium amortization |
150 | 150 | | | ||||||||||||
Stationery and supplies |
140 | 160 | (20 | ) | -12.5 | % | ||||||||||
Armored car and courier |
132 | 188 | (56 | ) | -29.8 | % | ||||||||||
Postage |
123 | 124 | (1 | ) | -0.8 | % | ||||||||||
Insurance |
84 | 117 | (33 | ) | -28.2 | % | ||||||||||
Loan and collection expenses |
80 | 45 | 35 | 77.8 | % | |||||||||||
Other |
157 | 100 | 57 | 57.0 | % | |||||||||||
Total non-interest expense |
$ | 8,752 | $ | 8,326 | $ | 426 | 5.1 | % | ||||||||
Provision for income taxes. The provision for income taxes was $1.5 million, or 38.2% of income
before provision for income taxes for the six months ended June 30, 2006. This compares to $1.1
million or 35.2% of pre-tax income during the first half of 2005. The increase in provision as a
percentage of income before provision for income taxes during 2006 includes the effect of employee
stock based compensation expense which is included in expense during 2006, but excluded from the
calculation of the provision for income taxes.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2006
Net Income. Net income increased by $227 thousand, or 21% from $1.1 million during the second
quarter of 2005 to $1.3 million during the three months ended June 30, 2006. This increase in net
income included a $492 thousand increase in net interest income and a $238 thousand increase in
non-interest income, partially offset by increases of $316 thousand in non-interest expense and
$187 thousand in the provision for income taxes.
Net interest income before provision for loan losses. Net interest income, on a nontax-equivalent
basis, was $5.5 million for the three months ended June 30, 2006, an increase of $492 thousand, or
10%, from $5.0 million for the same period in 2005. The increase in net interest income was
attributed to volume and rate increases in the Companys average loan portfolio partially offset by
increases in rates paid primarily on NOW and time deposits, the decrease in the level of FHLB
advances and in the increases in the level of and rates paid on the junior subordinated debentures.
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Table of Contents
Interest income increased $1.0 million, or 16%, to $7.2 million for the three months ended June 30,
2006. Interest and fees on loans increased by $1.0 million from $5.4 million for the three months
ended June 30, 2005 to $6.4 million during the 2006 second quarter. The increase in interest income
was primarily attributed to volume and rate increases in the loan portfolio. The Companys average
loan balances were $325 million for the three months ended June 30, 2006, up $25 million, or 8%,
from the $300 million for the same period in 2005. The average yield earned on loans increased by
70 basis points from 7.16% during the second quarter of 2005 to 7.86% during the 2006 quarter.
A positive yield variance on investment securities was offset by a decrease in the average balance
outstanding, resulting in a decrease of $34 thousand in interest earned on investment securities.
Interest expense increased $523 thousand, or 46%, to $1.6 million for the three months ended June
30, 2006, up from $1.1 million for the same period in 2005. The increase in interest expense was
primarily attributed to the increase in the level of and rates paid on NOW deposits and the
increase in rates paid on time deposits. A decrease in the level of FHLB advances was offset by
rate and volume increases on junior subordinated debentures.
For the three months ended June 30, 2006 compared to the same period in 2005, the Companys average
rate on NOW accounts increased 165 basis points to 1.83% from 0.18%. This increase primarily
relates to the introduction of the Money Fund Plu$ product. The average rate paid on time deposits
increased from 2.58% during the 2005 second quarter to 3.43% during the quarter ended June 30,
2006.
As a result of the changes noted above, the net interest margin for the three months ended June 30,
2006 increased 31 basis points, or 6%, to 5.34%, up from 5.03% for the same period in 2005.
18
Table of Contents
The following table presents for the three-month periods indicated the distribution of consolidated
average assets, liabilities and shareholders equity. It also presents the amounts of interest
income from interest-earning assets and the resultant annualized yields expressed in both dollars
and annualized yield percentages, as well as, the amounts of interest expense on interest-bearing
liabilities and the resultant cost expressed in both dollars and annualized rate percentages.
Average balances are based on daily averages. Nonaccrual loans are included in the calculation of
average loans while nonaccrued interest thereon is excluded from the computation of yields earned:
For the Three Months Ended June 30, 2006 | For the Three Months Ended June 30, 2005 | |||||||||||||||||||||||
Average Balance | Interest | Yield/ | Average Balance | Interest | Yield/ | |||||||||||||||||||
(in thousands) | (in thousands) | Rate | (in thousands) | (in thousands) | Rate | |||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Loans (1) (2) |
$ | 325,408 | $ | 6,379 | 7.86 | % | $ | 299,895 | $ | 5,354 | 7.16 | % | ||||||||||||
Investment securities (1) |
86,676 | 778 | 3.60 | % | 100,581 | 812 | 3.24 | % | ||||||||||||||||
Federal funds sold |
2,286 | 27 | 4.74 | % | 322 | 3 | 3.74 | % | ||||||||||||||||
Total interest earning assets |
414,370 | 7,184 | 6.95 | % | 400,798 | 6,169 | 6.17 | % | ||||||||||||||||
Cash and due from banks |
13,317 | 16,397 | ||||||||||||||||||||||
Other assets |
31,446 | 26,785 | ||||||||||||||||||||||
Total assets |
$ | 459,133 | $ | 443,980 | ||||||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||||||
NOW deposits |
$ | 78,804 | 360 | 1.83 | % | $ | 43,250 | 19 | 0.18 | % | ||||||||||||||
Money market deposits |
57,329 | 169 | 1.18 | % | 62,285 | 169 | 1.09 | % | ||||||||||||||||
Savings deposits |
59,794 | 109 | 0.73 | % | 67,614 | 108 | 0.64 | % | ||||||||||||||||
Time deposits |
91,561 | 783 | 3.43 | % | 96,381 | 619 | 2.58 | % | ||||||||||||||||
Federal Home Loan Bank advances |
3,033 | 39 | 5.16 | % | 17,396 | 131 | 3.02 | % | ||||||||||||||||
Other interest-bearing liabilities |
281 | 4 | 5.71 | % | 237 | 3 | 5.08 | % | ||||||||||||||||
Junior subordinated debentures |
10,310 | 201 | 7.82 | % | 6,186 | 93 | 6.03 | % | ||||||||||||||||
Total interest-bearing liabilities |
301,112 | 1,665 | 2.22 | % | 293,349 | 1,142 | 1.56 | % | ||||||||||||||||
Non-interest bearing deposits |
120,741 | 117,361 | ||||||||||||||||||||||
Other liabilities |
4,410 | 3,983 | ||||||||||||||||||||||
Shareholders equity |
32,870 | 29,287 | ||||||||||||||||||||||
Total liabilities & equity |
$ | 459,133 | $ | 443,980 | ||||||||||||||||||||
Cost of funding interest-earning assets (3) |
1.61 | % | 1.14 | % | ||||||||||||||||||||
Net interest income and margin (4) |
$ | 5,519 | 5.34 | % | $ | 5,027 | 5.03 | % | ||||||||||||||||
(1) | Not computed on a tax-equivalent basis. | |
(2) | Loan (costs) fees included in loan interest income for the three-month periods ended June 30, 2006 and 2005 were $(18,000) and $51,000, respectively. | |
(3) | Total interest expense divided by the average balance of total earning assets. | |
(4) | Net interest income divided by the average balance of total earning assets. |
19
Table of Contents
The following table sets forth changes in interest income and interest expense for the
three-month periods indicated and the amount of change attributable to variances in volume, rates
and the combination of volume and rates based on the relative changes of volume and rates:
2006 over 2005 change in net interest income | ||||||||||||||||
for the three months ended June 30 | ||||||||||||||||
(in thousands) | ||||||||||||||||
Volume (1) | Rate (2) | Mix (3) | Total | |||||||||||||
Interest-earning assets: |
||||||||||||||||
Loans |
$ | 455 | $ | 525 | $ | 45 | $ | 1,025 | ||||||||
Investment securities |
(112 | ) | 91 | (13 | ) | (34 | ) | |||||||||
Federal funds sold |
18 | 1 | 5 | 24 | ||||||||||||
Total interest income |
361 | 617 | 37 | 1,015 | ||||||||||||
Interest-bearing liabilities: |
||||||||||||||||
NOW deposits |
16 | 179 | 146 | 341 | ||||||||||||
Money market deposits |
(13 | ) | 14 | (1 | ) | | ||||||||||
Savings deposits |
(12 | ) | 15 | (2 | ) | 1 | ||||||||||
Time deposits |
(31 | ) | 205 | (10 | ) | 164 | ||||||||||
FHLB advances |
(108 | ) | 93 | (77 | ) | (92 | ) | |||||||||
Other interest-bearing liabilities |
1 | | | 1 | ||||||||||||
Junior subordinated debentures |
62 | 28 | 18 | 108 | ||||||||||||
Total interest expense |
(85 | ) | 534 | 74 | 523 | |||||||||||
Net interest income |
$ | 446 | $ | 83 | $ | (37 | ) | $ | 492 | |||||||
(1) | The volume change in net interest income represents the change in average balance divided by the previous years rate. | |
(2) | The rate change in net interest income represents the change in rate divided by the previous years average balance. | |
(3) | The mix change in net interest income represents the change in average balance multiplied by the change in rate. |
Provision for loan losses. The Company recorded $300,000 in provision for loan losses for the
three months ended June 30, 2006 and 2005. Management assesses its loan quality monthly to maintain
an adequate allowance for loan losses. Based on information currently available, management
believes that the allowance for loan losses is adequate to absorb potential risks in the portfolio.
However, no assurance can be given that the Company may not sustain charge-offs which are in
excess of the allowance in any given period. The Companys loan portfolio composition and
non-performing assets are further discussed under the financial condition section below.
Non-interest income. During the three months ended June 30, 2006, total non-interest income
increased by $238 thousand. This increase resulted from a $209 thousand increase in service charges
on deposit accounts and a $21 thousand increase in official check fees. The increase in service
charges includes an increase in ATM income previously discussed as well as an increase in fees and
charges related to customer overdrafts. During the 2005 quarter the Company experienced $29
thousand in losses on the sale of vehicles and other real estate owned compared to a $2 thousand
gain on vehicle sales during the current quarter. This was mostly offset by a decrease of $25
thousand in investment services income.
20
Table of Contents
The following table describes the components of non-interest income for the three-month periods
ending June 30, 2006 and 2005, in thousands:
For the Three Months | ||||||||||||||||
Ended June 30 | ||||||||||||||||
Dollar | Percentage | |||||||||||||||
2006 | 2005 | Change | Change | |||||||||||||
Service charges on deposit accounts |
$ | 948 | $ | 739 | $ | 209 | 28.3 | % | ||||||||
Earnings on life insurance policies |
97 | 87 | 10 | 11.5 | % | |||||||||||
Merchant processing income |
70 | 70 | | | % | |||||||||||
Official check fees |
45 | 24 | 21 | 87.5 | % | |||||||||||
Mortgage loan commission and servicing fees |
35 | 40 | (5 | ) | -12.5 | % | ||||||||||
Investment services income |
33 | 58 | (25 | ) | -43.1 | % | ||||||||||
Customer service fees |
32 | 28 | 4 | 14.3 | % | |||||||||||
Federal Home Loan Bank dividends |
25 | 38 | (13 | ) | -34.2 | % | ||||||||||
Printed check fee income |
20 | 13 | 7 | 53.8 | % | |||||||||||
Safe deposit box and night depository income |
16 | 16 | | | % | |||||||||||
Other deposit account fees |
13 | 8 | 5 | 62.5 | % | |||||||||||
Gain (loss) on sale of real estate and vehicles |
2 | (29 | ) | 31 | 106.9 | % | ||||||||||
Other |
12 | 18 | (6 | ) | -33.3 | % | ||||||||||
Total non-interest income |
$ | 1,348 | $ | 1,110 | $ | 238 | 21.4 | % | ||||||||
Non-interest expenses. Non-interest expense increased by $316 thousand from $4.1 million during
the second quarter of 2005 to $4.4 million during the current quarter. Increases in non-interest
expense included $109 thousand in outside service fees, $73 thousand in occupancy and equipment
costs, $66 thousand in salaries and employee benefits, $45 thousand in loan and collection expense
and $41 thousand in other expense.
The increase in salaries and employee benefits included an increase in salary expense of $119
thousand related to higher staffing levels and merit increases, an increase in bonus expense of $46
thousand, and employee stock based compensation expense of $31 thousand. These increases in
expense were partially offset by the deferral of additional salary costs related to increased loan
origination and reduced workers compensation expense.
The increase in outside service fees was related to the addition of ATM expense previously netted
against ATM income. Occupancy and equipment costs increased by $73 thousand or 10% primarily
related to an increase in leasehold improvement expense totaling $25 thousand and other occupancy
related costs. Loan and collection costs increased by $45 thousand to $53 thousand for the three
months ended June 30, 2006. The level of collection expense in 2005 was abnormally low related to
the reimbursement of previously incurred costs. The increase of $41 thousand in other expense
includes a higher level of charge-offs related to overdrafts on deposit accounts.
21
Table of Contents
The following table describes the components of non-interest expense for the three-month periods
ending June 30, 2006 and 2005.
For the Three Months | ||||||||||||||||
Ended June 30 | ||||||||||||||||
Dollar | Percentage | |||||||||||||||
2006 | 2005 | Change | Change | |||||||||||||
Salaries and employee benefits |
$ | 2,329 | $ | 2,263 | $ | 66 | 2.9 | % | ||||||||
Occupancy and equipment |
810 | 737 | 73 | 9.9 | % | |||||||||||
Professional fees |
181 | 197 | (16 | ) | -8.1 | % | ||||||||||
Outside service fees |
175 | 66 | 109 | 165.2 | % | |||||||||||
Business development |
149 | 138 | 11 | 8.0 | % | |||||||||||
Advertising and shareholder relations |
143 | 117 | 26 | 22.2 | % | |||||||||||
Telephone and data communication |
111 | 82 | 29 | 35.4 | % | |||||||||||
Director compensation |
87 | 81 | 6 | 7.4 | % | |||||||||||
Deposit premium amortization |
75 | 75 | | | % | |||||||||||
Armored car and courier |
67 | 96 | (29 | ) | -30.2 | % | ||||||||||
Stationery and supplies |
66 | 86 | (20 | ) | -23.3 | % | ||||||||||
Postage |
60 | 63 | (3 | ) | -4.8 | % | ||||||||||
Loan and collection expense |
53 | 8 | 45 | 562.5 | % | |||||||||||
Insurance |
42 | 64 | (22 | ) | -34.4 | % | ||||||||||
Other |
93 | 52 | 41 | 78.8 | % | |||||||||||
Total non-interest expense |
$ | 4,441 | $ | 4,125 | $ | 316 | 7.7 | % | ||||||||
FINANCIAL CONDITION
Loan portfolio composition. The Company continues to manage the mix of its loan portfolio
consistent with its identity as a community bank serving the financing needs of all sectors of
Northeastern California. Although the Company offers a broad array of financing options, it
continues to concentrate its focus on small- to medium-sized commercial businesses. These
commercial loans are diversified as to the industries and types of businesses, thus limiting
material exposure from any one industry concentration. The Company offers both fixed and floating
rate loans and obtains collateral in the form of real property, business assets and deposit
accounts, but looks to business and personal cash flows as its primary source of repayment. As of
June 30, 2006, agricultural loans increased as a percentage of total loan balances to 10.5% from
9.7% at December 31, 2005 and real estate construction and land development loans increased to
18.7% of total loan balances from 17.5% at December 31, 2005. This increase is consistent with the
seasonality of these loans. Real estate mortgage and consumer loan balances as a percentage of
total loans increased slightly to 34.5% and 25.4%, respectively from 34.4% and 25.3%, respectively
at December 31, 2005. The increased percentages in agricultural, real estate mortgage,
construction and land development and consumer loan balances were offset with a decline in the
relative percentage of commercial loan balances which were 10.9% at June 30, 2006, down from
13.1% at December 31, 2005.
Nonperforming assets. Nonperforming loans at June 30, 2006 were $1.48 million, a decrease of $183
thousand, or 11%, over the $1.66 million balance at December 31, 2005. Nonperforming assets (which
is comprised of nonperforming loans plus foreclosed real estate and vehicle holdings) at June 30,
2006 were $1.51 million, a decrease of $190 thousand, or 11%, over the $1.70 million balance at
December 31, 2005.
The decrease in both nonperforming loans and assets at June 30, 2006 from December 31, 2005 relates
to the reduction in the balance of two nonaccrual SBA loans totaling $676,000. Of this reduction,
the Company recorded a charge-off totaling $68,000, and received proceeds from the sale of assets
totaling $405,000. The balance of $203,000 is awaiting payment from the SBA related to the
guaranteed portion of one of the loans. These reductions in nonaccrual loans were partially offset
by the addition of one real estate secured loan totaling $350,000.
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As a result of the above, nonperforming loans as a percentage of total loans decreased to 0.44% at
June 30, 2006 from 0.52% at December 31, 2005. In addition, nonperforming assets as a percentage
of total assets also decreased to 0.32% at June 30, 2006 from 0.36% at December 31, 2005.
Analysis of allowance for loan losses. Net charge-offs during the six months ended June 30, 2006
totaled $155 thousand, or 0.05% of average loans during the period, compared to $255 thousand, or
0.09% of average loans, for the comparable period in 2005. Net charge-offs during the first half
of 2006 were comprised of $319 thousand of charge-offs offset by $164 thousand in recoveries,
compared to $344 thousand of charge-offs offset by $89 thousand in recoveries for the same period
in 2005. The provision for loan losses was $600 thousand for both six month periods. The allowance
for loan losses stood at 1.10% of total loans as of June 30, 2006 up from 1.01% as of December 31,
2005. Based on an evaluation of the credit quality of the loan portfolio and delinquency trends
and charge-offs, management believes the allowance for loan losses to be adequate. However, no
prediction of the ultimate level of loans charged off in future years can be made with any
certainty.
The following table provides certain information for the six-month period indicated with respect to
the Companys allowance for loan losses as well as charge-off and recovery activity.
For the Six Months | ||||||||
Ended June 30, | ||||||||
(in thousands) | ||||||||
2006 | 2005 | |||||||
Balance at January 1, |
$ | 3,256 | $ | 2,762 | ||||
Charge-offs: |
||||||||
Commercial and agricultural |
(118 | ) | (111 | ) | ||||
Real estate mortgage |
| | ||||||
Real estate construction |
| | ||||||
Consumer |
(201 | ) | (233 | ) | ||||
Total charge-offs |
(319 | ) | (344 | ) | ||||
Recoveries: |
||||||||
Commercial and agricultural |
42 | 19 | ||||||
Real estate mortgage |
| | ||||||
Real estate construction |
| | ||||||
Consumer |
122 | 70 | ||||||
Total recoveries |
164 | 89 | ||||||
Net charge-offs |
(155 | ) | (255 | ) | ||||
Provision for loan losses |
600 | 600 | ||||||
Balance at June 30, |
$ | 3,701 | $ | 3,107 | ||||
Net charge-offs during the six-month period to average loans |
0.05 | % | 0.09 | % | ||||
Allowance for loan losses to total loans |
1.10 | % | 1.01 | % |
Investment securities. Investment securities decreased $15 million to $83 million at June 30,
2006, down from $98 million at December 31, 2005. The Companys investment in U.S. Treasury
securities as a percentage of the total investment portfolio was 8% at June 30, 2006, down from 10%
at December 31, 2005. The Companys investment in obligations of U.S. agencies remained relatively
unchanged at 65% of the investment portfolio at June 30, 2006 and 66% at December 31, 2005.
Municipal obligations increased
to 17% of the investment portfolio at June 30, 2006, up from 14% at December 31, 2005. Corporate
bonds were 10% of the investment portfolio at June 30, 2006 and December 31, 2005. The decrease in
the overall investment portfolio resulted from maturities, calls and pay downs that were used to
provide funding for loan growth and liquidity and, to a lesser extent, additional unrealized losses
on available for sale securities.
23
Table of Contents
Premises and equipment. Premises and equipment increased $1.9 million, or 17%, to $13.3 million at
June 30, 2006, from $11.4 million at December 31, 2005. This increase primarily relates to a $1.2
million purchase of land and a building in Quincy, California to be utilized as a future
administrative office location, costs of $779 thousand for a new branch office currently under
construction in Truckee, California and $186 thousand related to expansion of the Companys Fall
River Mills branch. As of June 30, 2006 land and construction costs for the Truckee branch have
amounted to $2.6 million. Construction will continue on this new branch through the summer of 2006
with its completion date anticipated during the third quarter of 2006. The increases in premises
noted above were somewhat offset by ongoing depreciation on existing premises and equipment.
Deposits. Total deposits were $417.3 million as of June 30, 2006, a decrease of $9.3 million, or
2%, from the December 31, 2005 balance of $426.6 million. The decrease in deposits resulted from a
decline of $14 million in money market and savings deposits, $9 million in time deposits and $2
million non-interest bearing demand deposits. These declines in deposits were partially offset by
an increase in interest bearing checking deposits totaling $16 million. The Company continues to
manage the mix of its deposits consistent with its identity as a community bank serving the
financial needs of its customers. Interest bearing checking deposits increased to 21% of total
deposits at June 30, 2006, up from 16% of total deposits at December 31, 2005. Money market and
savings deposits decreased to 27% of total deposits at June 30, 2006 from 30% of total deposits at
December 31, 2005. Non-interest bearing demand deposits decreased slightly to 30% at June 30, 2006
down from 31% at December 31, 2005. Time deposits decreased to 22% of total deposits as of June
30, 2006 down from 23% as of December 31, 2005. The growth in interest bearing checking deposits
relates to the new Money Fund Plu$ checking account introduced in September 2005. This account is
intended to pay rates comparable to those available on a typical brokerage account. Since its
introduction, there has been significant growth in the total Money Fund Plu$ balances with an
increase of $26.1 million in the first six months of 2006 and balances at June 30, 2006 of $47.3
million.
Federal Home Loan Bank advances. FHLB advances were $5 million as of June 30, 2006. There were no
outstanding advances at December 31, 2005. During the first six months of 2006 the Company
utilized an established line of credit with the Federal Home Loan Bank to meet its short-term
liquidity needs.
CAPITAL RESOURCES
Shareholders equity as of June 30, 2006 increased $1.7 million, or 5%, to $32.8 million up from
$31.1 million as of December 31, 2005. This increase was the result of earnings during the first
six months of 2006 of $2.5 million partially offset by dividends paid of $650 thousand and an
increase in accumulated other comprehensive losses of $354 thousand. Other changes affecting total
shareholders equity to a lesser extent during the first six months of 2006 included exercise of
stock options and stock based compensation expense.
The Company and the Bank are subject to certain regulatory capital requirements administered by the
Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation
(FDIC). Failure to meet these minimum capital requirements can initiate certain mandatory and
possibly additional discretionary, actions by regulators that, if undertaken, could have a direct
material effect on the Companys consolidated financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific
capital guidelines that involve quantitative measures of the Banks assets, liabilities and certain
off-balance-sheet items as calculated under regulatory accounting practices. The Companys and the
Banks capital amounts and classification are also subject to qualitative judgments by the
regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Company and
the Bank to maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets
and of Tier 1 capital to average assets. Each of these components is defined in the regulations.
Management believes that the Company met all its capital adequacy requirements and that the Bank
met the
requirements to be considered well capitalized under the regulatory framework for prompt corrective
action as of June 30, 2006.
24
Table of Contents
The following table presents the Companys and the Banks capital ratios as of June 30, 2006 and
December 31, 2005, dollars in thousands:
June 30, 2006 | December 31,2005 | |||||||||||||||
Amount | Ratio | Amount | Ratio | |||||||||||||
Tier 1 Leverage Ratio |
||||||||||||||||
Plumas Bancorp and Subsidiary |
$ | 42,742 | 9.3 | % | $ | 40,589 | 8.5 | % | ||||||||
Minimum regulatory requirement |
18,404 | 4.0 | % | 19,013 | 4.0 | % | ||||||||||
Plumas Bank |
40,726 | 8.9 | % | 37,611 | 7.8 | % | ||||||||||
Minimum requirement for
Well-Capitalized institution |
22,852 | 5.0 | % | 24,060 | 5.0 | % | ||||||||||
Minimum regulatory requirement |
18,282 | 4.0 | % | 19,248 | 4.0 | % | ||||||||||
Tier 1 Risk-Based Capital Ratio |
||||||||||||||||
Plumas Bancorp and Subsidiary |
42,742 | 10.5 | % | 40,589 | 10.3 | % | ||||||||||
Minimum regulatory requirement |
16,321 | 4.0 | % | 15,780 | 4.0 | % | ||||||||||
Plumas Bank |
40,726 | 10.0 | % | 37,611 | 9.6 | % | ||||||||||
Minimum requirement for
Well-Capitalized institution |
24,446 | 6.0 | % | 23,635 | 6.0 | % | ||||||||||
Minimum regulatory requirement |
16,297 | 4.0 | % | 15,757 | 4.0 | % | ||||||||||
Total Risk-Based Capital Ratio |
||||||||||||||||
Plumas Bancorp and Subsidiary |
46,443 | 11.4 | % | 43,845 | 11.1 | % | ||||||||||
Minimum regulatory requirement |
32,643 | 8.0 | % | 31,560 | 8.0 | % | ||||||||||
Plumas Bank |
44,428 | 10.9 | % | 40,867 | 10.4 | % | ||||||||||
Minimum requirement for
Well-Capitalized institution |
40,744 | 10.0 | % | 39,392 | 10.0 | % | ||||||||||
Minimum regulatory requirement |
32,595 | 8.0 | % | 31,514 | 8.0 | % |
LIQUIDITY
The Company manages its liquidity to provide the ability to generate funds to support asset growth,
meet deposit withdrawals (both anticipated and unanticipated), fund customers borrowing needs,
satisfy maturity of short-term borrowings and maintain reserve requirements. The Companys
liquidity needs are managed using assets or liabilities, or both. On the asset side the Company
maintains cash and due from banks along with an investment portfolio containing U.S. government
securities and agency securities that are classified as available-for-sale. On the liability side,
liquidity needs are managed by charging competitive offering rates on deposit products and the use
of established lines of credit from correspondent financial institutions and the Federal Home Loan
Bank.
The Company has unsecured short-term borrowing agreements with two of its correspondent banks in
the amounts of $10 million and $5 million. In addition, the Company can borrow up to $90 million
from the Federal Home Loan Bank secured by commercial and residential mortgage loans. At June 30,
2006 the Company had outstanding advances from the Federal Home Loan Bank which totaled $5 million.
There were no outstanding advances at December 31, 2005.
Customer deposits are the Companys primary source of funds. Those funds are held in various types
of accounts with varying maturities. The Company does not accept brokered deposits. During the
first six months of 2006, deposits decreased $9 million, or 2%, from the December 31, 2005 balance
of $427 million. The Company has historically experienced a seasonal trend in regards to deposits;
whereas the majority of the Companys annual deposit growth has historically occurred in the late
spring, summer and fall months.
The Companys available-for-sale securities portfolio, cash and due from banks and short-term
borrowings from correspondent banks and the Federal Home Loan Bank serve as the primary sources of
liquidity, providing adequate funding for loans during periods of high loan demand. During periods
of decreased
25
Table of Contents
lending activity, proceeds from the maturity or sale of investment securities, loan payments, and
new deposits are invested in short-term earning assets, such as Federal funds sold and investment
securities, to serve as a source of funding for future loan growth. Management believes that the
Companys available sources of funds, including short-term borrowings, will provide adequate
liquidity for its operations in the foreseeable future.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss in a financial instrument arising from adverse changes in
market rates and prices such as interest rates, commodity prices and equity prices. As a financial
institution, the Companys market risk arises primarily from interest rate risk exposure.
Fluctuation in interest rates will ultimately impact both the level of income and expense recorded
on a large portion of the Companys assets and liabilities, and the market value of all interest
earning assets and interest bearing liabilities, dependent upon the stated or estimated maturity
date. Since virtually all of the Companys interest earning assets and all of the Companys
interest bearing liabilities, with the exception of the junior subordinated debentures, are located
at the Bank level, virtually all of the Companys interest rate risk exposure lies at the Bank
level. As a result, all significant interest rate risk management procedures are performed at the
Bank level. Based upon the nature of its operations, the Bank is not subject to foreign currency
exchange or commodity price risk. The Banks real estate loan portfolio, concentrated primarily
within northeastern California, is subject to risks associated with the local economies.
The fundamental objective of the Banks management of its assets and liabilities is to maximize the
economic value of the Company while maintaining adequate liquidity and an exposure to interest rate
risk deemed by management to be acceptable. Management believes an acceptable degree of exposure
to interest rate risk results from the management of assets and liabilities through maturities,
pricing and mix to attempt to neutralize the potential impact of changes in market interest rates.
The Banks profitability is dependent to a large extent upon its net interest income which is the
difference between its interest income on interest-earning assets, such as loans and securities,
and its interest expense on interest-bearing liabilities, such as deposits and borrowings. The
Bank, like other financial institutions, is subject to interest rate risk to the degree that its
interest-earning assets reprice differently than its interest-bearing liabilities. The Bank
manages its mix of assets and liabilities with the goals of limiting its exposure to interest rate
risk, ensuring adequate liquidity, and coordinating its sources and uses of funds.
The Bank seeks to control its interest rate risk exposure in a manner that will allow for adequate
levels of earnings and capital over a range of possible interest rate environments. The Bank has
adopted formal policies and practices to monitor and manage interest rate risk exposure. As part
of this effort, the Bank measures interest rate risk utilizing an internal asset liability
management system and employs independent third party reviews to confirm the reasonableness of the
assumptions used to measure and report the Banks interest rate risk, enabling management to make
any adjustments necessary.
Interest rate risk is managed by the Banks Asset Liability Committee (ALCO), which is comprised
of members of senior management. The ALCO monitors interest rate risk by analyzing the potential
impact on the net interest income from potential changes in interest rates and considers the impact
of alternative strategies or changes in balance sheet structure. The ALCO manages the Banks
balance sheet in part to maintain the potential impact on net interest income within acceptable
ranges despite changes in interest rates. The Banks exposure to interest rate risk is reviewed on
at least a quarterly basis by ALCO.
In managements opinion there has not been a material change in the Companys market risk or
interest rate risk profile for the six months ended June 30, 2006 compared to December 31, 2005 as
discussed in the Companys 2005 annual report on Form 10-K.
26
Table of Contents
ITEM 4. CONTROLS AND PROCEDURES
The Companys Chief Executive Officer, Chief Operating Officer and Chief Financial Officer,
based on their evaluation of the Companys disclosure controls and procedures as of the end of the
Companys fiscal quarter ended June 30, 2006 (as defined in Exchange Act Rule 13a15(e), have
concluded that the Companys disclosure controls and procedures are adequate and effective for
purposes of Rule 13a15(e) in timely alerting them to material information relating to the Company
required to be included in the Companys filings with the SEC under the Securities Exchange Act of
1934.
There were no significant changes in the Companys internal controls over financial reporting or in
other factors that could significantly affect internal controls that occurred during the Companys
fiscal quarter ended June 30, 2006.
27
Table of Contents
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company and/or its subsidiaries are a party to claims and legal proceedings
arising in the ordinary course of business. In the opinion of the Companys management, the amount
of ultimate liability with respect to such proceedings will not have a material adverse effect on
the financial condition or results of operations of the Company taken as a whole.
ITEM 1A RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the
factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year
ended December 31, 2005, which could materially affect our business, financial condition or future
results. The risks described in our Annual Report on Form 10-K are not the only risks facing our
Company. Additional risks and uncertainties not currently known to us or that we currently deem to
be immaterial also may materially adversely affect our business, financial condition and/or
operating results.
ITEM 2. UNREGISTERD SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The voting
results of the registrants annual meeting of the shareholders
held on May 17, 2006 are
as follows:
Proposal #1: Election of Directors
On the proposal to elect Directors of Plumas Bancorp, Managements nominees were elected as
Directors of Plumas Bancorp until the 2007 Annual Meeting of Shareholders and until their
successors are duly elected and qualified. The voting results were as follows:
Votes | ||||||||||||||||
Withheld or | ||||||||||||||||
Votes For | Against | Broker | ||||||||||||||
Nominee | Nominee | Nominee | Abstentions | Non-Votes | ||||||||||||
Douglas N. Biddle |
3,933,993 | 0 | 1,722 | 0 | ||||||||||||
Alvin G. Blickenstaff |
3,934,668 | 0 | 1,047 | 0 | ||||||||||||
William E. Elliott |
3,934,668 | 0 | 1,047 | 0 | ||||||||||||
Gerald W. Fletcher |
3,934,668 | 0 | 1,047 | 0 | ||||||||||||
John Flournoy |
3,934,668 | 0 | 1,047 | 0 | ||||||||||||
Arthur C. Grohs |
3,934,668 | 0 | 1,047 | 0 | ||||||||||||
Jerry V. Kehr |
3,934,668 | 0 | 1,047 | 0 | ||||||||||||
Christine McArthur |
3,934,668 | 0 | 1,047 | 0 | ||||||||||||
Terrance J. Reeson |
3,931,319 | 0 | 4,396 | 0 | ||||||||||||
Thomas Watson |
3,934,668 | 0 | 1,047 | 0 | ||||||||||||
Daniel E. West |
3,934,668 | 0 | 1,047 | 0 |
28
Table of Contents
Proposal #2: Amendment and Restatement of the 2001 Stock Option Plan
On the proposal to amend and restate the Plumas Bank 2001 stock option plan to allow restricted
stock awards to employees and make other changes. The voting results were as follows:
Votes | ||||||||||||||||
Withheld or | ||||||||||||||||
Votes For | Against | Broker | ||||||||||||||
Proposal | Amendment | Amendment | Abstentions | Non-Votes | ||||||||||||
Amendment and
restatement of 2001
Stock Option Plan |
1,783,873 | 119,442 | 79,899 | 1,952,501 | ||||||||||||
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following documents are included or incorporated by reference in this Quarterly Report on Form
10Q:
3.1
|
Articles of Incorporation as amended of Registrant included as exhibit 3.1 to the Registrants Form S-4, File No. 333-84534, which is incorporated by reference herein. | |
3.2
|
Bylaws of Registrant included as exhibit 3.2 to the Registrants Form S-4, File No. 333-84534, which is incorporated by reference herein. | |
3.3
|
Amendment of the Articles of Incorporation of Registrant dated November 1, 2002. | |
3.4
|
Amendment of the Articles of Incorporation of Registrant dated August 17, 2005. | |
4
|
Specimen form of certificate for Plumas Bancorp included as exhibit 4 to the Registrants Form S-4, File No. 333-84534, which is incorporated by reference herein. | |
10.1
|
Executive Salary Continuation Agreement of Andrew J. Ryback dated August 23, 2005, is included as Exhibit 10.1 to the Registrants 8-K filed on October 17, 2005, which is incorporated by this reference herein. | |
10.2
|
Split Dollar Agreement of Andrew J. Ryback dated August 23, 2005, is included as Exhibit 10.2 to the Registrants 8-K filed on October 17, 2005, which is incorporated by this reference herein. | |
10.3
|
Executive Salary Continuation Agreement as amended of William E. Elliott dated October 13, 1993, is included as Exhibit 10.3 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.4
|
Split Dollar Agreements of William E. Elliott dated January 23, 2002, is included as Exhibit 10.4 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.5
|
Employment Agreement of Douglas N. Biddle dated January 1, 2006 is included as Exhibit 10.5 to the Registrants 8-K filed on March 15, 2006, which is incorporated by this reference herein. | |
10.6
|
Executive Salary Continuation Agreement as amended of Douglas N. Biddle dated June 2, 1994, is included as Exhibit 10.6 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. |
29
Table of Contents
10.7
|
Split Dollar Agreements of Douglas N. Biddle dated January 24, 2002, is included as Exhibit 10.7 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.9
|
Executive Salary Continuation Agreement as amended of Dennis C. Irvine dated June 2, 1994, is included as Exhibit 10.9 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.10
|
Split Dollar Agreements of Dennis C. Irvine dated January 24, 2002, is included as Exhibit 10.10 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.11
|
First Amendment to Executive Salary Continuation Agreement of Robert T. Herr dated September 15, 2004, is included as Exhibit 10.11 to the Registrants 8-K filed on September 17, 2004, which is incorporated by this reference herein. | |
10.13
|
Deferred Fee Agreement as amended of Jerry V. Kehr dated August 19, 1998, is included as Exhibit 10.13 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.14
|
Amended and Restated Director Retirement Agreement of Jerry V. Kehr dated April 28, 2000, is included as Exhibit 10.14 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.15
|
Consulting Agreement of Jerry V. Kehr dated May 10, 2000, is included as Exhibit 10.15 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.16
|
Deferred Fee Agreement of Jerry V. Kehr dated December 21, 2005 is included as Exhibit 10.16 to the Registrants 8-K filed on March 15, 2006, which is incorporated by this reference herein. | |
10.18
|
Amended and Restated Director Retirement Agreement of Daniel E. West dated May 10, 2000, is included as Exhibit 10.18 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.19
|
Consulting Agreement of Daniel E. West dated May 10, 2000, is included as Exhibit 10.19 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.20
|
Split Dollar Agreements of Robert T. Herr dated September 15, 2004, is included as Exhibit 10.20 to the Registrants 8-K filed on September 17, 2004, which is incorporated by this reference herein. | |
10.21
|
Amended and Restated Director Retirement Agreement of Alvin G. Blickenstaff dated April 19, 2000, is included as Exhibit 10.21 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.22
|
Consulting Agreement of Alvin G. Blickenstaff dated May 8, 2000, is included as Exhibit 10.22 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.24
|
Amended and Restated Director Retirement Agreement of Gerald W. Fletcher dated May 10, 2000, is included as Exhibit 10.24 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.25
|
Consulting Agreement of Gerald W. Fletcher dated May 10, 2000, is included as Exhibit 10.25 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.27
|
Amended and Restated Director Retirement Agreement of Arthur C. Grohs dated May 9, 2000, is included as Exhibit 10.27 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. |
30
Table of Contents
10.28
|
Consulting Agreement of Arthur C. Grohs dated May 9, 2000, is included as Exhibit 10.28 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.30
|
Amended and Restated Director Retirement Agreement of Christine McArthur dated May 12, 2000, is included as Exhibit 10.30 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.31
|
Consulting Agreement of Christine McArthur dated May 12, 2000, is included as Exhibit 10.31 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.33
|
Amended and Restated Director Retirement Agreement of Terrance J. Reeson dated April 19, 2000, is included as Exhibit 10.33 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.34
|
Consulting Agreement of Terrance J. Reeson dated May 10, 2000, is included as Exhibit 10.34 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.39
|
Deferred Fee Agreement of Thomas Watson dated March 3, 2001, is included as Exhibit 10.39 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.40
|
Form of Indemnification Agreement, is included as Exhibit 10.41 to the Registrants 10-QSB for June 30, 2002, which is incorporated by this reference herein. | |
10.41
|
2001 Stock Option Plan as amended is included as exhibit 99.1 of the Form S-8 filed July 23, 2002, File No. 333-96957. | |
10.42
|
1991 Stock Option Plan on Form S-8 filed August 19, 2002, File No. 333-98319. | |
10.43
|
Plumas Bank 401(k) Profit Sharing Plan as amended is included as exhibit 99.1 of the Form S-8 filed February 14, 2003, File No. 333-103229. | |
10.44
|
Executive Salary Continuation Agreement of Robert T. Herr dated June 4, 2002, is included as Exhibit 10.44 to the Registrants 10-Q for March 31, 2003, which is incorporated by this reference herein. | |
10.46
|
1991 Stock Option Plan as amended is included as Exhibit 10.46 to the Registrants 10-Q for September 30, 2004, which is incorporated by this reference herein. | |
10.47
|
Specimen form of Incentive Stock Option Agreement under the 1991 Stock Option Plan is included as Exhibit 10.47 to the Registrants 10-Q for September 30, 2004, which is incorporated by this reference herein. | |
10.48
|
Specimen form of Non-Qualified Stock Option Agreement under the 1991 Stock Option Plan is included as Exhibit 10.48 to the Registrants 10-Q for September 30, 2004, which is incorporated by this reference herein. | |
10.59
|
Director Retirement Agreement of Thomas Watson dated May 1, 2003, is included as Exhibit 10.59 to the Registrants 10-Q for June 30, 2003, which is incorporated by this reference herein. | |
10.60
|
Consulting Agreement of Thomas Watson dated May 1, 2003, is included as Exhibit 10.60 to the Registrants 10-Q for June 30, 2003, which is incorporated by this reference herein. | |
10.62
|
Deferred Fee Agreement of Thomas Watson dated December 23, 2004, is included as Exhibit 10.62 to the Registrants 8-K filed on January 6, 2005, which is incorporated by this reference herein. |
31
Table of Contents
10.63
|
Deferred Fee Agreement of Jerry V. Kehr dated December 24, 2004, is included as Exhibit 10.63 to the Registrants 8-K filed on January 6, 2005, which is incorporated by this reference herein. | |
11
|
Computation of per share earnings appears in the attached 10-Q under Plumas Bancorp and Subsidiary Notes to Consolidated Financial Statements as Footnote 5 Earnings Per Share Computation. | |
31.1
|
Rule 13a-14(a) [Section 302] Certification of Principal Financial Officer dated August 9, 2006 | |
31.2
|
Rule 13a-14(a) [Section 302] Certification of Principal Executive Officer dated August 9, 2006. | |
32.1
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 9, 2006. | |
32.2
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 9, 2006. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PLUMAS BANCORP
(Registrant)
(Registrant)
Date: August 9, 2006
/s/ Andrew J. Ryback | ||||
Andrew J. Ryback | ||||
Executive Vice President Chief Financial Officer | ||||
/s/ Douglas N. Biddle | ||||
Douglas N. Biddle | ||||
President and Chief Executive Officer | ||||
32