PLUMAS BANCORP - Quarter Report: 2007 June (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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, 2007
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
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
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
August 3, 2007; 4,945,696 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, | |||||||
2007 | 2006 | |||||||
Assets |
||||||||
Cash and due from banks |
$ | 16,535 | $ | 11,293 | ||||
Federal funds sold |
150 | | ||||||
Cash and cash equivalents |
16,685 | 11,293 | ||||||
Investment securities (fair value of $57,219 at June
30, 2007 and $74,841 at December 31, 2006) |
57,453 | 74,795 | ||||||
Loans, less allowance for loan losses of $4,179 at
June 30, 2007 and $3,917 at December 31, 2006 (Notes
3 and 4) |
354,815 | 351,977 | ||||||
Premises and equipment, net |
15,016 | 15,190 | ||||||
Intangible assets, net |
1,187 | 1,337 | ||||||
Bank owned life insurance |
9,615 | 9,449 | ||||||
Accrued interest receivable and other assets |
9,180 | 9,198 | ||||||
Total assets |
$ | 463,951 | $ | 473,239 | ||||
Liabilities and Shareholders Equity |
||||||||
Deposits: |
||||||||
Non-interest bearing |
$ | 115,353 | $ | 121,464 | ||||
Interest bearing |
285,311 | 280,712 | ||||||
Total deposits |
400,664 | 402,176 | ||||||
Short-term borrowings |
12,300 | 20,000 | ||||||
Accrued interest payable and other liabilities |
4,312 | 4,901 | ||||||
Junior subordinated deferrable interest debentures |
10,310 | 10,310 | ||||||
Total liabilities |
427,586 | 437,387 | ||||||
Commitments and contingencies (Note 4) |
| | ||||||
Shareholders equity (Notes 5 and 7): |
||||||||
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 4,961,796
shares at June 30, 2007 and 5,023,205 shares at
December 31, 2006 |
4,914 | 4,828 | ||||||
Retained earnings |
32,056 | 31,716 | ||||||
Accumulated other comprehensive loss (Note 6) |
(605 | ) | (692 | ) | ||||
Total shareholders equity |
36,365 | 35,852 | ||||||
Total liabilities and shareholders equity |
$ | 463,951 | $ | 473,239 | ||||
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, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Interest Income: |
||||||||||||||||
Interest and fees on loans |
$ | 7,105 | $ | 6,380 | $ | 14,010 | $ | 12,384 | ||||||||
Interest on investment securities: |
||||||||||||||||
Taxable |
447 | 645 | 966 | 1,332 | ||||||||||||
Exempt from Federal income taxes |
132 | 133 | 266 | 264 | ||||||||||||
Interest on Federal funds sold |
5 | 27 | 8 | 144 | ||||||||||||
Total interest income |
7,689 | 7,185 | 15,250 | 14,124 | ||||||||||||
Interest Expense: |
||||||||||||||||
Interest on deposits |
1,808 | 1,421 | 3,484 | 2,782 | ||||||||||||
Interest on short-term borrowings |
250 | 39 | 436 | 39 | ||||||||||||
Interest on junior subordinated deferrable
interest debentures |
208 | 201 | 414 | 384 | ||||||||||||
Other |
5 | 4 | 11 | 8 | ||||||||||||
Total interest expense |
2,271 | 1,665 | 4,345 | 3,213 | ||||||||||||
Net interest income before provision
for loan losses |
5,418 | 5,520 | 10,905 | 10,911 | ||||||||||||
Provision for Loan Losses |
125 | 300 | 375 | 600 | ||||||||||||
Net interest income after provision for
loan losses |
5,293 | 5,220 | 10,530 | 10,311 | ||||||||||||
Non-Interest Income: |
||||||||||||||||
Service charges |
902 | 927 | 1,757 | 1,786 | ||||||||||||
Earnings on Bank owned life insurance policies |
104 | 97 | 205 | 191 | ||||||||||||
Other |
289 | 303 | 605 | 560 | ||||||||||||
Total non-interest income |
1,295 | 1,327 | 2,567 | 2,537 | ||||||||||||
Non-Interest Expenses: |
||||||||||||||||
Salaries and employee benefits |
2,640 | 2,329 | 5,468 | 4,866 | ||||||||||||
Occupancy and equipment |
879 | 810 | 1,789 | 1,560 | ||||||||||||
Other |
1,222 | 1,282 | 2,492 | 2,403 | ||||||||||||
Total non-interest expenses |
4,741 | 4,421 | 9,749 | 8,829 | ||||||||||||
Income before provision for income taxes |
1,847 | 2,126 | 3,348 | 4,019 | ||||||||||||
Provision for Income Taxes |
713 | 816 | 1,266 | 1,534 | ||||||||||||
Net income |
$ | 1,134 | $ | 1,310 | $ | 2,082 | $ | 2,485 | ||||||||
Basic earnings per share (Note 5) |
$ | 0.23 | $ | 0.26 | $ | 0.42 | $ | 0.50 | ||||||||
Diluted earnings per share (Note 5) |
$ | 0.23 | $ | 0.26 | $ | 0.41 | $ | 0.49 | ||||||||
See notes to unaudited condensed consolidated
financial statements.
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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, | ||||||||
2007 | 2006 | |||||||
Cash Flows from Operating Activities: |
||||||||
Net income |
$ | 2,082 | $ | 2,485 | ||||
Adjustments to reconcile net income to net cash provided by operating
activities: |
||||||||
Provision for loan losses |
375 | 600 | ||||||
Change in deferred loan origination costs/fees, net |
197 | (398 | ) | |||||
Depreciation and amortization |
1,124 | 1,025 | ||||||
Stock-based compensation expense |
131 | 87 | ||||||
Amortization of investment security premiums |
96 | 223 | ||||||
Accretion of investment security discounts |
(33 | ) | (46 | ) | ||||
Net loss on disposal/sale of premises and equipment |
29 | 8 | ||||||
Net gain on sale of vehicles owned |
(28 | ) | (2 | ) | ||||
Earnings on Bank owned life insurance policies |
(205 | ) | (191 | ) | ||||
Expenses on Bank owned life insurance policies |
39 | 36 | ||||||
Increase in accrued interest receivable and other assets |
(33 | ) | (852 | ) | ||||
Decrease in accrued interest payable and other liabilities |
(589 | ) | (614 | ) | ||||
Net cash provided by operating activities |
3,185 | 2,361 | ||||||
Cash Flows from Investing Activities: |
||||||||
Proceeds from matured and called available-for-sale investment securities |
15,875 | 12,346 | ||||||
Proceeds from matured and called held-to-maturity investment securities |
26 | 18 | ||||||
Purchases of held-to-maturity investment securities |
| (155 | ) | |||||
Proceeds from principal repayments from available-for-sale
government-guaranteed mortgage-backed securities |
1,526 | 1,805 | ||||||
Net increase in loans |
(3,750 | ) | (15,942 | ) | ||||
Proceeds from sale of other vehicles |
176 | 101 | ||||||
Purchase of premises and equipment |
(647 | ) | (2,550 | ) | ||||
Net cash provided by (used in) investing activities |
13,206 | (4,377 | ) | |||||
Continued on next page.
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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, | ||||||||
2007 | 2006 | |||||||
Cash Flows from Financing Activities: |
||||||||
Net decrease in demand, interest bearing and savings deposits |
$ | (23,441 | ) | $ | (331 | ) | ||
Net increase (decrease) in time deposits |
21,929 | (8,976 | ) | |||||
Net (decrease) increase in short-term borrowings |
(7,700 | ) | 5,000 | |||||
Net proceeds from exercise of stock options |
17 | 80 | ||||||
Payment of cash dividends |
(750 | ) | (650 | ) | ||||
Repurchase and retirement of common stock |
(1,054 | ) | | |||||
Net cash used in financing activities |
(10,999 | ) | (4,877 | ) | ||||
Increase (decrease) in cash and cash equivalents |
5,392 | (6,893 | ) | |||||
Cash and Cash Equivalents at Beginning of Year |
11,293 | 24,596 | ||||||
Cash and Cash Equivalents at End of Period |
$ | 16,685 | $ | 17,703 | ||||
Supplemental Disclosure of Cash Flow Information: |
||||||||
Cash paid during the period for: |
||||||||
Interest expense |
$ | 4,026 | $ | 3,147 | ||||
Income taxes |
$ | 1,625 | $ | 1,655 | ||||
Non-Cash Investing Activities: |
||||||||
Vehicles acquired through foreclosure |
$ | 158 | $ | 93 | ||||
Real Estate acquired through foreclosure |
$ | 182 | $ | | ||||
Loan transferred to other assets |
$ | | $ | 211 | ||||
Net change in unrealized loss on available-for-sale securities |
$ | 87 | $ | (354 | ) | |||
Non-Cash Financing Activities: |
||||||||
Common stock retired in connection with the exercise of stock options |
$ | 49 | $ | 345 |
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
During 2002, Plumas Bancorp (the Company) was incorporated as a bank holding company for the
purpose of acquiring Plumas Bank (the Bank) in one bank holding company reorganization. This
corporate structure gives the Company and the Bank greater flexibility in terms of operation
expansion and diversification. The Company formed Plumas Statutory Trust I (Trust I) for the sole
purpose of issuing trust preferred securities on September 26, 2002. The Company formed Plumas
Statutory Trust II (Trust II) for the sole purpose of issuing trust preferred securities on
September 28, 2005.
The Bank is a California state-chartered bank that was incorporated in July 1980 and opened for
business in December 1980. The Bank operates thirteen branches in California, including branches in
Alturas, Chester, Fall River Mills, Greenville, Kings Beach, Loyalton, Portola, Quincy, Redding,
Susanville, Tahoe City, Truckee and Westwood. The bank also has a commercial lending office in
Reno, Nevada. 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, 2007 and December 31, 2006 and its results of operations for the three-month and six-month
periods ended June 30, 2007 and 2006 and its cash flows for the six-month periods ended June 30,
2007 and 2006. Certain reclassifications have been made to prior periods balances to conform to
classifications used in 2007.
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
annual 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 2006 Annual Report to Shareholders on Form 10-K. The results of
operations for the three-month and six-month periods ended June 30, 2007 and 2006 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.
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.
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3. LOANS
Outstanding loans are summarized below, in thousands:
June 30, | December 31, | |||||||
2007 | 2006 | |||||||
Commercial |
$ | 37,475 | $ | 36,182 | ||||
Agricultural |
39,037 | 35,577 | ||||||
Real estate mortgage |
121,975 | 116,329 | ||||||
Real estate construction and land development |
75,389 | 75,930 | ||||||
Consumer |
84,133 | 90,694 | ||||||
358,009 | 354,712 | |||||||
Deferred loan costs, net |
985 | 1,182 | ||||||
Allowance for loan losses |
(4,179 | ) | (3,917 | ) | ||||
$ | 354,815 | $ | 351,977 | |||||
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 $86,706,000 and
$101,759,000 and stand-by letters of credit of $318,000 and $564,000 at June 30, 2007 and December
31, 2006, respectively.
Of the loan commitments outstanding at June 30, 2007, $20,831,000 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, 2007 or December 31, 2006.
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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, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Earnings Per Share: |
||||||||||||||||
Basic earnings per share |
$ | 0.23 | $ | 0.26 | $ | 0.42 | $ | 0.50 | ||||||||
Diluted earnings per share |
$ | 0.23 | $ | 0.26 | $ | 0.41 | $ | 0.49 | ||||||||
Weighted Average Number of
Shares Outstanding: |
||||||||||||||||
(in thousands) |
||||||||||||||||
Basic shares |
4,984 | 5,000 | 4,998 | 4,994 | ||||||||||||
Diluted shares |
5,029 | 5,089 | 5,050 | 5,090 |
Stock options not included in the computation of diluted earnings per share, due to their
antidilutive effect, were 230,200 and 10,000 for the three months ended June 30, 2007 and 2006,
respectively and 150,400 and 7,500 for the six months ended June 30, 2007 and 2006, respectively.
6. COMPREHENSIVE INCOME
Total comprehensive income for the three months ended June 30, 2007 and 2006 totaled $1,073,000
and $1,055,000, respectively. Comprehensive income is comprised of unrealized (losses),
net of taxes, on available-for-sale investment securities, which were $(61,000) and $(255,000) for
the three months ended June 30, 2007 and 2006, respectively, together with net income.
Total comprehensive income for the six months ended June 30, 2007 and 2006 totaled $2,169,000 and
$2,131,000, respectively. Comprehensive income is comprised of unrealized gains (losses), net of
taxes, on available-for-sale investment securities, which were $87,000 and $(354,000) for the six
months ended June 30, 2007 and 2006, respectively, together with net income.
At June 30, 2007 and December 31, 2006, accumulated other comprehensive loss, net of taxes, totaled
$605,000 and $692,000, respectively, and is reflected as a component of shareholders equity.
7. STOCK-BASED COMPENSATION
In 2001 and 1991, the Company established Stock Option Plans for which 897,110 shares of common
stock remain reserved for issuance to employees and directors and 479,714 shares are available for
future grants under incentive and nonstatutory agreements as of June 30, 2007. The Company
granted 155,700 and 2,500 options during the six months ended June 30, 2007 and 2006 respectively.
The weighted average grant date fair value of options granted for the six months ended June 30,
2007 and 2006 was $4.53 and $4.60 respectively. Compensation cost related to stock options
recognized in operating results under SFAS No. 123R was $78,000 and $43,000 for the quarters ended
June 30, 2007 and 2006, respectively. The associated future income tax benefit recognized was
$6,000 and $5,000 for the quarters ended June 30, 2007 and 2006, respectively.
Compensation cost related to stock options recognized in operating results under SFAS No. 123R
was $131,000 and $87,000 in the six months ended June 30, 2007 and 2006, respectively. The
associated future income tax benefit recognized was $12,000 and $11,000 for the six months ended
June 30, 2007 and 2006, respectively.
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The following table summarizes information about stock option activity for the six months ended
June 30, 2007:
Weighted | ||||||||||||||||
Weighted | Average | |||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||
Exercise | Contractual | Intrinsic Value | ||||||||||||||
Shares | Price | Term | (in thousands) | |||||||||||||
Options outstanding at December 31,
2006 |
290,914 | $ | 11.62 | |||||||||||||
Options granted |
155,700 | 16.37 | ||||||||||||||
Options exercised |
(8,841 | ) | 7.43 | |||||||||||||
Options cancelled |
(20,377 | ) | 16.13 | |||||||||||||
Options outstanding at June 30, 2007 |
417,396 | $ | 13.26 | 6.5 | $ | 641 | ||||||||||
Options exercisable at June 30, 2007 |
182,903 | $ | 10.70 | 5.5 | $ | 571 | ||||||||||
Expected to vest after June 30, 2007 |
234,493 | $ | 15.26 | 7.3 | $ | 70 | ||||||||||
The total intrinsic value of options (which is the amount by which the stock price exceeded the
exercise price of the options on the date of exercise) exercised during the six months ended June
30, 2007 was $80,000. During the six months ended June 30, 2007, the amount of cash received from
the exercise of stock options was $17,000.
At June 30, 2007, there was $808,000 of total unrecognized compensation cost related to non-vested
stock option awards which is expected to be recognized over a weighted-average period of 3.2 years.
The total fair value of options vested during the six months ended June 30, 2007 was $8,000.
8. INCOME TAXES
In July 2006, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standards
Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxesan Interpretation of
FASB Statement No. 109. 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 also prescribes a recognition threshold and measurement standard for the
financial statement recognition and measurement of an income 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. The Company adopted FIN 48
on January 1, 2007.
The Company previously recognized income tax positions based on managements estimate of whether it
is reasonably possible that a liability has been incurred for unrecognized income tax benefits by
applying FASB Statement No. 5, Accounting for Contingencies.
The provisions of FIN 48 have been applied to all tax positions of the Company as of January 1,
2007. There was no cumulative effect of applying the provisions of FIN 48 and there was no
significant effect on the Companys provision for income taxes for the six months ended June 30,
2007. The Company recognizes interest accrued related to unrecognized tax benefits and accruals
for penalties in income tax expense
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9. RECENT ACCOUNTING DEVELOPMENTS
Fair Value Option for Financial Assets and Financial Liabilities
In February 2007, the FASB issued Statement No. 159 (SFAS 159), The Fair Value Option for Financial
Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115. This standard
permits an entity to choose to measure many financial instruments and certain other items at fair
value at specified election dates. The entity will report unrealized gains and losses on items for
which the fair value option has been elected in earnings at each subsequent reporting date. The
fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as
investments otherwise accounted for by the equity method; (b) is irrevocable (unless a new election
date occurs); and (c) is applied only to entire instruments and not to portions of instruments.
The provisions of SFAS 159 are effective as of the beginning of an entitys first fiscal year that
begins after November 15, 2007. Management did not elect to early adopt SFAS 159 and has not yet
completed its evaluation of the impact that SFAS 159 will have.
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
The following discussion and analysis sets forth certain statistical information relating to the
Company as of June 30, 2007 and December 31, 2006 and for the three and six month periods ended
June 30, 2007 and 2006. 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, 2006.
Plumas Bancorp trades on The NASDAQ Capital Market under the ticker symbol PLBC.
10
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CASH DIVIDEND
On April 18, 2007, the Company declared a semi-annual common stock cash dividend of $0.15 per
share. This represents a 15% increase in the semi-annual cash dividend per share from $0.13 paid
on May 15, 2006. The dividend was paid on May 14, 2007 to shareholders of record on April 30, 2007.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no changes to the Companys critical accounting policies from those disclosed in
the Companys 2006 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 declined by $403 thousand, or 16%, to $2.08 million for the six months
ended June 30, 2007 from $2.48 million for the same period in 2006. This decline in net income
resulted from an increase in non-interest expense of $920 thousand and a slight decline in net
interest income of $6 thousand which were partially offset by an increase in non-interest income of
$30 thousand and decreases in the provision for loan losses of $225 thousand and income tax expense
of $268 thousand. The increase in non-interest expense included an increase of $602 thousand in
salaries and employee benefit expense and $229 thousand in occupancy and equipment costs.
Total assets declined $9.3 million from $473.2 million at December 31, 2006 to $463.9 million at
June 30, 2007. Net loans increased by $2.8 million from $352.0 million at December 31, 2006 to
$354.8 million at June 30, 2007. The decline of $17.3 million in investment securities provided
funding to reduce short-term borrowings by $7.7 million, increase loans by $2.8 million and
increase cash and due from banks by $5.2 million. Deposits declined $1.5 million from $402.2
million at December 31, 2006 to $400.7 million at June 30, 2007. Total shareholders equity
increased by $0.5 million from $35.9 million at December 31, 2006 to $36.4 million at June 30,
2007.
The annualized return on average assets was 0.90% for the six months ended June 30, 2007 down from
1.08% for the same period in 2006. The annualized return on average equity was 11.5% for the six
months ended June 30, 2007 down from 15.4% for the same period in 2006.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2007
Net interest income before provision for loan losses. Net interest income, on a nontax-equivalent
basis, was $10.9 million for each of the six month periods ended June 30, 2007 and 2006. Volume and
rate increases in the Companys loan portfolio were offset by reductions in the average balance of
investment securities and federal funds sold and an increase in both the average balance and rate
paid on time deposits and an increase in the average balance of short-term borrowings.
Interest income increased $1.1 million, or 8%, to $15.2 million for the six months ended June 30,
2007. Interest and fees on loans increased by $1.6 million from $12.4 million for the six months
ended June 30, 2006 to $14.0 million during the current six-month period. The Companys average
loan balances were $357 million for the six months ended June 30, 2007, up $34 million, or 10%,
from the $323 million for the same period in 2006. The average rate earned on the Companys loan
balances increased 19 basis points to 7.91% during the first six months of 2007 versus 7.72% during
the first six months of 2006. The increase in yield is consistent with market conditions in the
Companys service area.
Interest on investment securities decreased by $364 thousand, as an increase in yield of 17 basis
points was offset by a decline in average investment securities of $23.7 million. Interest earned
on federal funds sold decreased by $136 thousand. This decrease resulted from a decrease in the
average balance of federal funds sold of $6.2 million from $6.5 million for the six months ended
June 30, 2006 to $0.3 million during the current six-month period. The decrease in the overall
investment portfolio resulted from maturities, calls and pay downs that were used to provide
funding to reduce borrowings, for loan growth and liquidity.
11
Table of Contents
Interest expense increased $1.1 million to $4.3 million for the six months ended June 30, 2007, up
from $3.2 million for the same period in 2006. This increase includes $0.9 million in interest on
time deposits and a $0.4 million increase in interest expense on short-term borrowings. The Company
has experienced increases in the average balance of its NOW accounts and time deposits but declines
in non-interest bearing demand deposit accounts, savings and money market accounts. We continue to
experience significant competition for deposits from both banking and non-banking sources. Rather
than increasing the rate paid on our lower yielding interest bearing transaction and money market
accounts to attract deposits and thereby increasing the rate paid on the entire balance of these
accounts, the Company has chosen to increase its level of short-term time deposits and short-term
borrowings to provide funding for loan growth. This has resulted in an increase in both the volume
and rate components of time deposit interest expense and the volume variance of short-term
borrowings.
Average NOW account balances increased by $2.8 million and the average rate paid increased by 17
basis points. This increase in rate was related to an increase in Money Fund Plu$ balances in
total and as a percentage of average NOW accounts outstanding. Money Fund Plu$ is a high interest
bearing checking account designed to pay rates comparable to those available on a typical brokerage
account. Average Money Fund Plu$ accounts were $41.6 million for the six months ended June 30,
2007 compared to $33.7 million during the first six months of 2006. The average rate paid on Money
Fund Plu$ accounts declined from 3.49% during the 2006 period to 3.30% during the six months ended
June 30, 2007.
The increase in the average rate paid on time deposits and the decrease in lower rate deposit
sources as a percentage of total interest-bearing deposits has resulted in an increase in the
average rate paid on the Companys interest bearing deposits of 53 basis points from 1.91% for the
six months ended June 30, 2006 to 2.44% for the current six month period. The average rate paid on
time deposits increased 91 basis points from 3.34% during the six months ended June 30, 2006 to
4.25% during the first half of 2007. This increase includes an increase in market rates in the
Companys service area and the effect of a promotional 5-month term certificate of deposit
introduced during the fourth quarter of 2006. The average rate paid on this promotional
certificate of deposit during the six months ended June 30, 2007 was 5.14% and the average balance
was $31 million. This product provides a higher rate of return for our more interest rate
sensitive customers, whose deposits we may have lost to competition, while providing a highly
competitive rate to attract new deposits.
As a result of the changes noted above, the net interest margin for the six months ended June 30,
2007 decreased 5 basis points to 5.19%, down from 5.24% for the same period in 2006.
12
Table of Contents
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, 2007 | For the Six Months Ended June 30, 2006 | |||||||||||||||||||||||
Average Balance | Interest | Yield/ | Average Balance | Interest | Yield/ | |||||||||||||||||||
(in thousands) | (in thousands) | Rate | (in thousands) | (in thousands) | Rate | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Loans (1) (2) |
$ | 356,958 | $ | 14,010 | 7.91 | % | $ | 323,307 | $ | 12,384 | 7.72 | % | ||||||||||||
Investment securities (1) |
66,310 | 1,232 | 3.75 | % | 90,002 | 1,596 | 3.58 | % | ||||||||||||||||
Federal funds sold |
254 | 8 | 6.35 | % | 6,492 | 144 | 4.47 | % | ||||||||||||||||
Total interest earning assets |
423,522 | 15,250 | 7.26 | % | 419,801 | 14,124 | 6.78 | % | ||||||||||||||||
Cash and due from banks |
12,653 | 13,677 | ||||||||||||||||||||||
Other assets |
32,440 | 30,567 | ||||||||||||||||||||||
Total assets |
$ | 468,615 | $ | 464,045 | ||||||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||||||
NOW deposits |
$ | 78,522 | 713 | 1.83 | % | $ | 75,748 | 623 | 1.66 | % | ||||||||||||||
Money market deposits |
42,010 | 198 | 0.95 | % | 61,010 | 371 | 1.23 | % | ||||||||||||||||
Savings deposits |
52,327 | 149 | 0.57 | % | 61,858 | 224 | 0.73 | % | ||||||||||||||||
Time deposits |
114,890 | 2,424 | 4.25 | % | 94,378 | 1,564 | 3.34 | % | ||||||||||||||||
Short-term borrowings |
16,324 | 436 | 5.39 | % | 1,525 | 39 | 5.16 | % | ||||||||||||||||
Other interest-bearing liabilities |
301 | 11 | 7.36 | % | 278 | 8 | 5.80 | % | ||||||||||||||||
Junior subordinated debentures |
10,310 | 414 | 8.10 | % | 10,310 | 384 | 7.51 | % | ||||||||||||||||
Total interest-bearing liabilities |
314,684 | 4,345 | 2.78 | % | 305,107 | 3,213 | 2.12 | % | ||||||||||||||||
Non-interest bearing deposits |
112,658 | 121,915 | ||||||||||||||||||||||
Other liabilities |
4,669 | 4,525 | ||||||||||||||||||||||
Shareholders equity |
36,604 | 32,498 | ||||||||||||||||||||||
Total liabilities & equity |
$ | 468,615 | $ | 464,045 | ||||||||||||||||||||
Cost of funding interest-earning assets (3) |
2.07 | % | 1.54 | % | ||||||||||||||||||||
Net interest income and margin (4) |
$ | 10,905 | 5.19 | % | $ | 10,911 | 5.24 | % | ||||||||||||||||
(1) | Not computed on a tax-equivalent basis. | |
(2) | Net loan costs included in loan interest income for the six-month periods ended June 30, 2007 and 2006 were | |
$254 thousand and $74 thousand, 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. |
13
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:
2007 over 2006 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 |
$ | 1,289 | $ | 305 | $ | 32 | $ | 1,626 | ||||||||
Investment securities |
(420 | ) | 76 | (20 | ) | (364 | ) | |||||||||
Federal funds sold |
(138 | ) | 60 | (58 | ) | (136 | ) | |||||||||
Total interest income |
731 | 441 | (46 | ) | 1,126 | |||||||||||
Interest-bearing liabilities: |
||||||||||||||||
NOW deposits |
23 | 65 | 2 | 90 | ||||||||||||
Money market deposits |
(116 | ) | (83 | ) | 26 | (173 | ) | |||||||||
Savings deposits |
(34 | ) | (48 | ) | 7 | (75 | ) | |||||||||
Time deposits |
340 | 427 | 93 | 860 | ||||||||||||
Short-term borrowings |
378 | 2 | 17 | 397 | ||||||||||||
Other interest-bearing liabilities |
1 | 2 | | 3 | ||||||||||||
Junior subordinated debentures |
| 30 | | 30 | ||||||||||||
Total interest expense |
592 | 395 | 145 | 1,132 | ||||||||||||
Net interest income |
$ | 139 | $ | 46 | $ | (191 | ) | $ | (6 | ) | ||||||
(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 $375 thousand in provision for loan losses
for the six months ended June 30, 2007 and $600 thousand for the six months ended June 30, 2006.
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, 2007, total non-interest income
increased $30 thousand, or 1%, to $2.6 million, up from $2.5 million from the comparable period in
2006. The decline in service charge income of $29 thousand is primarily related to a reduction in
fees earned on over draft charges and return check fees. The net increase in other non-interest
income of $59 thousand relates to increases in gains on sale of loans of $31 thousand; investment
services income which increased by $30 thousand and an increase in gains on the sale of repossessed
vehicles of $26 thousand. Partially offsetting these increases was a decrease of $28 thousand in
other fees and miscellaneous other income.
14
Table of Contents
The following table describes the components of non-interest income for the six-month periods
ending June 30, 2007 and 2006, dollars in thousands:
For the Six Months | ||||||||||||||||
Ended June 30, | ||||||||||||||||
Dollar | Percentage | |||||||||||||||
2007 | 2006 | Change | Change | |||||||||||||
Service charges on deposit accounts |
$ | 1,757 | $ | 1,786 | $ | (29 | ) | -1.6 | % | |||||||
Earnings on life insurance policies |
206 | 191 | 15 | 7.9 | % | |||||||||||
Merchant processing income |
127 | 131 | (4 | ) | -3.1 | % | ||||||||||
Investment services income |
85 | 55 | 30 | 54.5 | % | |||||||||||
Official check fees |
80 | 80 | | - | % | |||||||||||
Mortgage loan commission and servicing fees |
60 | 65 | (5 | ) | -7.7 | % | ||||||||||
Customer service fees |
60 | 60 | | - | % | |||||||||||
Federal Home Loan Bank dividends |
56 | 48 | 8 | 16.7 | % | |||||||||||
Safe deposit box and night depository income |
35 | 36 | (1 | ) | -2.8 | % | ||||||||||
Gain on sale of vehicles |
28 | 2 | 26 | 1300.0 | % | |||||||||||
Gain (loss) on sale of loans |
27 | (4 | ) | 31 | -775.0 | % | ||||||||||
Other deposit account fees |
21 | 28 | (7 | ) | -25.0 | % | ||||||||||
Printed check fee income |
21 | 31 | (10 | ) | -32.3 | % | ||||||||||
Other |
4 | 28 | (24 | ) | -85.7 | % | ||||||||||
Total non-interest income |
$ | 2,567 | $ | 2,537 | $ | 30 | 1.2 | % | ||||||||
Non-interest expenses. During the six months ended June 30, 2007, total non-interest expense
increased $920 thousand, or 10%, to $9.7 million, up from $8.8 million for the comparable period in
2006. The increase in non-interest expense was primarily the result of increases in salaries and
employee benefits, occupancy and equipment costs and professional fees.
Salaries and other employee benefits increased $602 thousand, or 12%, over the same six-month
period last year. Salaries costs increased by $418 thousand which included annual merit increases
as well as additional employees primarily related to the Companys Reno, Nevada commercial real
estate loan office, its recently opened Redding, California branch, its expanded Truckee,
California branch and administration staffing.
During the fourth quarter of 2006 the Company completed construction and opened a new Bank owned
branch in Truckee, California. This replaced a much smaller leased facility. Also in the fourth
quarter of 2006 we opened a commercial real estate loan office in Reno, Nevada. During the second
quarter of 2007 we opened a branch in Redding, California in a temporary location. Of the total
increase of $418 in salary expense, $179 thousand relates to the Reno and Redding offices or 43% of
the increase.
Another significant component of the increase in salaries and employee benefits was a $236 thousand
reduction in the deferral of loan origination costs primarily related to a reduction in the
origination volume of consumer loans. Over the past three years the Company had been aggressive in
seeking out dealer auto loans. Beginning in late 2006 and continuing into 2007 we began to
deemphasize our auto lending activities. In April 2007 the head of the Companys auto lending
department resigned and shortly thereafter the Company discontinued its dealer-lending program. In
addition stock-based compensation expense, included in salary and employee benefits, increased by
$42 thousand from $62 thousand during the six months ended June 30, 2006 to $104 thousand during
the current six-month period.
These increases in salary and employee benefit expense were partially offset by a decrease in bonus
expense of $162 thousand related primarily to a reduction in net income during the 2007 six-month
period.
15
Table of Contents
A large portion of the Companys bonus plan is based on the level of net income and items directly
influenced by the level of net income including return on equity, return on assets and earnings per
share.
The increase in occupancy and equipment includes an increase in operating expenses of $125 thousand
related to the new Truckee branch, $24 thousand in operating costs at our Reno lending office and
operating costs of $15 thousand related to the Redding branch. The increase in professional fees
of $44 thousand primarily relates to increases in consulting costs, which include
costs associated with an outside evaluation of our core banking software requirements and other
technology planning costs. The Company is evaluating the costs and benefits associated with
upgrading its core processing software; however it is not anticipated that any changes will be made
during the current year
The following table describes the components of non-interest expense for the six-month periods
ending June 30, 2007 and 2006, dollars in thouands:
For the Six Months | ||||||||||||||||
Ended June 30, | ||||||||||||||||
Dollar | Percentage | |||||||||||||||
2007 | 2006 | Change | Change | |||||||||||||
Salaries and employee benefits |
$ | 5,468 | $ | 4,866 | $ | 602 | 12.4 | % | ||||||||
Occupancy and equipment |
1,789 | 1,560 | 229 | 14.7 | % | |||||||||||
Professional fees |
389 | 345 | 44 | 12.8 | % | |||||||||||
Outside service fees |
324 | 296 | 28 | 9.5 | % | |||||||||||
Business development |
286 | 282 | 4 | 1.4 | % | |||||||||||
Advertising and shareholder relations |
278 | 242 | 36 | 14.9 | % | |||||||||||
Director compensation |
174 | 175 | (1 | ) | -0.6 | % | ||||||||||
Telephone and data communication |
169 | 197 | (28 | ) | -14.2 | % | ||||||||||
Stationery and supplies |
152 | 140 | 12 | 8.6 | % | |||||||||||
Deposit premium amortization |
150 | 150 | | - | % | |||||||||||
Armored car and courier |
134 | 132 | 2 | 1.5 | % | |||||||||||
Postage |
121 | 123 | (2 | ) | -1.6 | % | ||||||||||
Loan and collection expenses |
87 | 80 | 7 | 8.8 | % | |||||||||||
Insurance |
84 | 84 | | - | % | |||||||||||
Other |
144 | 157 | (13 | ) | -8.3 | % | ||||||||||
Total non-interest expense |
$ | 9,749 | $ | 8,829 | $ | 920 | 10.4 | % | ||||||||
Provision for income taxes. The provision for income taxes was $1.3 million, or 37.8% of pre-tax
income for the six months ended June 30, 2007. This compares to $1.5 million or 38.2% of pre-tax
income during the first half of 2006. The decrease of 0.4% includes the effect of an increase,
during 2007, in the percentage of tax-exempt income as a percentage of pre-tax income.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2007
Net Income. Net income decreased by $176 thousand, or 13% from $1.3 million during the second
quarter of 2006 to $1.1 million during the three months ended June 30, 2007. This decrease in net
income included a $320 thousand increase in non-interest expense, a $102 thousand decline in net
interest income and a $32 thousand decline in non-interest income, partially offset by decreases of
$175 thousand in the provision for loan losses and $103 thousand in the provision for income taxes.
Net interest income before provision for loan losses. Net interest income, on a nontax-equivalent
basis, was $5.4 million for the three months ended June 30, 2007, a decrease of $102 thousand, or
2%, from $5.5 million for the same period in 2006. The decline in net interest income was related
to an increase in interest expense of $0.6 million attributable to volume and rate increases in
time deposits and an increase in average short-term borrowings. This increase in interest expense
was largely offset by an increase of $0.5 million in interest income related to an increase in
average loans outstanding. Interest on investment securities declined by $0.2 million related to a
decrease in the average balance outstanding.
16
Table of Contents
Interest and fees on loans increased by $0.7 million from $6.4 million for the three months ended
June 30, 2006 to $7.1 million during the 2007 second quarter. The Companys average loan balances
were $360 million for the three months ended June 30, 2007, up $35 million, or 11%, from the $325
million for the same period in 2006. The average yield earned on loans increased by 5 basis points
from 7.86% during the second quarter of 2006 to 7.91% during the 2007 quarter.
A 15 basis points increase in yield on investment securities was offset by a decrease of $25
million in the average balance outstanding resulting in a decrease of $0.2 million in interest
earned on investment securities.
Interest expense increased $0.6 million, or 36%, to $2.3 million for the three months ended June
30, 2007, up from $1.7 million for the same period in 2006. This increase includes $0.5 million in
interest on time deposits and a $0.2 million increase in interest expense on short-term borrowings.
These increases in interest expense were partially offset by declines in both the volume and rate
components of interest expense on NOW deposits, money market deposits and savings deposits as the
mix of deposits shifted from these accounts to time deposits.
The Company has experienced declines in lower rate deposit sources such as its interest-bearing
transaction accounts, money market accounts, and savings accounts. To offset these declines and
provide funding for its continued loan growth the Company has utilized short-term time deposits and
increased its average short-term borrowings.
The average rate paid on time deposits increased 91 basis points from 3.43% during the three months
ended June 30, 2006 to 4.34% during the second quarter of 2007. Average time deposits outstanding
increased from $92 million during the quarter ended June 30, 2006 to $120 million during the
current quarter. The increase in time deposits outstanding as well as the interest in average rate
paid on time deposits relates to the introduction of a promotional 5-month term certificate of
deposit during the fourth quarter of 2006. The average rate paid on this promotional certificate
of deposit during the three months ended June 30, 2007 was 5.15% and the average balance during the
three-month period was $39 million.
The average balance of short-term borrowings increased from $3.0 million during the second quarter
of 2006 to $18.6 million during the three months ended June 30, 2007. The average rate paid on
these borrowings increased by 24 basis points to 5.40% during the quarter ended June 30, 2007, up
from 5.16% during the second quarter of 2006.
As a result of the changes noted above, the net interest margin for the three months ended June 30,
2007 decreased 20 basis points, or 4%, to 5.14%, down from 5.34% for the same period in 2006.
17
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, 2007 | For the Three Months Ended June 30, 2006 | |||||||||||||||||||||||
Average Balance | Interest | Yield/ | Average Balance | Interest | Yield/ | |||||||||||||||||||
(in thousands) | (in thousands) | Rate | (in thousands) | (in thousands) | Rate | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Loans (1) (2) |
$ | 360,240 | $ | 7,105 | 7.91 | % | $ | 325,408 | $ | 6,380 | 7.86 | % | ||||||||||||
Investment securities (1) |
61,968 | 579 | 3.75 | % | 86,676 | 778 | 3.60 | % | ||||||||||||||||
Federal funds sold |
332 | 5 | 6.04 | % | 2,286 | 27 | 4.74 | % | ||||||||||||||||
Total interest earning assets |
422,540 | 7,689 | 7.30 | % | 414,370 | 7,185 | 6.95 | % | ||||||||||||||||
Cash and due from banks |
12,709 | 13,317 | ||||||||||||||||||||||
Other assets |
32,267 | 31,446 | ||||||||||||||||||||||
Total assets |
$ | 467,516 | $ | 459,133 | ||||||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||||||
NOW deposits |
$ | 77,457 | 343 | 1.78 | % | $ | 78,804 | 360 | 1.83 | % | ||||||||||||||
Money market deposits |
39,483 | 92 | 0.93 | % | 57,329 | 169 | 1.18 | % | ||||||||||||||||
Savings deposits |
51,180 | 72 | 0.56 | % | 59,794 | 109 | 0.73 | % | ||||||||||||||||
Time deposits |
120,156 | 1,301 | 4.34 | % | 91,561 | 783 | 3.43 | % | ||||||||||||||||
Short-term borrowings |
18,570 | 250 | 5.40 | % | 3,033 | 39 | 5.16 | % | ||||||||||||||||
Other interest-bearing liabilities |
302 | 5 | 6.64 | % | 281 | 4 | 5.71 | % | ||||||||||||||||
Junior subordinated debentures |
10,310 | 208 | 8.09 | % | 10,310 | 201 | 7.82 | % | ||||||||||||||||
Total interest-bearing liabilities |
317,458 | 2,271 | 2.87 | % | 301,112 | 1,665 | 2.22 | % | ||||||||||||||||
Non-interest bearing deposits |
109,072 | 120,741 | ||||||||||||||||||||||
Other liabilities |
4,360 | 4,410 | ||||||||||||||||||||||
Shareholders equity |
36,626 | 32,870 | ||||||||||||||||||||||
Total liabilities & equity |
$ | 467,516 | $ | 459,133 | ||||||||||||||||||||
Cost of funding interest-earning assets (3) |
2.16 | % | 1.61 | % | ||||||||||||||||||||
Net interest income and margin (4) |
$ | 5,418 | 5.14 | % | $ | 5,520 | 5.34 | % | ||||||||||||||||
(1) | Not computed on a tax-equivalent basis. | |
(2) | Net loan costs included in loan interest income for the three-month periods ended June 30, 2007 and 2006 were $107 thousand and $18 thousand, 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. |
18
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:
2007 over 2006 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 |
$ | 683 | $ | 38 | $ | 4 | $ | 725 | ||||||||
Investment securities |
(222 | ) | 32 | (9 | ) | (199 | ) | |||||||||
Federal funds sold |
(23 | ) | 7 | (6 | ) | (22 | ) | |||||||||
Total interest income |
438 | 77 | (11 | ) | 504 | |||||||||||
Interest-bearing liabilities: |
||||||||||||||||
NOW deposits |
(6 | ) | (11 | ) | | (17 | ) | |||||||||
Money market deposits |
(53 | ) | (35 | ) | 11 | (77 | ) | |||||||||
Savings deposits |
(16 | ) | (25 | ) | 4 | (37 | ) | |||||||||
Time deposits |
245 | 208 | 65 | 518 | ||||||||||||
Short-term borrowings |
200 | 2 | 9 | 211 | ||||||||||||
Other interest-bearing liabilities |
| 1 | | 1 | ||||||||||||
Junior subordinated debentures |
| 7 | | 7 | ||||||||||||
Total interest expense |
370 | 147 | 89 | 606 | ||||||||||||
Net interest income |
$ | 68 | $ | (70 | ) | $ | (100 | ) | $ | (102 | ) | |||||
(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 $125 thousand in provision for loan losses
for the three months ended June 30, 2007 and $300 thousand for the three months ended June 30,
2006. 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, 2007, total non-interest income
decreased by $32 thousand. This decrease resulted primarily from a $25 thousand decrease in service
charge income which relates to a reduction in fees earned on over draft charges and return check
fees.
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Table of Contents
The following table describes the components of non-interest income for the three-month periods
ending June 30, 2007 and 2006, dollars in thousands:
For the Three | ||||||||||||||||
Months | ||||||||||||||||
Ended June 30, | ||||||||||||||||
Dollar | Percentage | |||||||||||||||
2007 | 2006 | Change | Change | |||||||||||||
Service charges on deposit accounts |
$ | 902 | $ | 927 | $ | (25 | ) | -2.7 | % | |||||||
Earnings on life insurance policies |
104 | 97 | 7 | 7.2 | % | |||||||||||
Merchant processing income |
67 | 70 | (3 | ) | -4.3 | % | ||||||||||
Official check fees |
39 | 45 | (6 | ) | -13.3 | % | ||||||||||
Mortgage loan commission and servicing fees |
35 | 35 | | - | % | |||||||||||
Investment services income |
33 | 33 | | - | % | |||||||||||
Customer service fees |
30 | 32 | (2 | ) | -6.3 | % | ||||||||||
Federal Home Loan Bank dividends |
25 | 25 | | - | % | |||||||||||
Safe deposit box and night depository income |
17 | 16 | 1 | 6.3 | % | |||||||||||
Other deposit account fees |
10 | 13 | (3 | ) | -23.1 | % | ||||||||||
Gain on sale of vehicles |
8 | 2 | 6 | 300.0 | % | |||||||||||
Printed check fee income |
6 | 20 | (14 | ) | 70.0 | % | ||||||||||
Other |
19 | 12 | 7 | 58.3 | % | |||||||||||
Total non-interest income |
$ | 1,295 | $ | 1,327 | $ | (32 | ) | -2.4 | % | |||||||
Non-interest expenses. Non-interest expense increased by $320 thousand from $4.4 million during
the second quarter of 2006 to $4.7 million during the current quarter. Consistent with the six
month comparison the increase in non-interest expense relates primarily to increases in salaries
and employee benefits and occupancy and equipment costs.
Salaries and employee benefits increased by $311 thousand to $2.6 million for the second quarter of
2007 compared to $2.3 million during the three months ended June 30, 2006. This increase included
an increase in salary expense of $191 thousand, a reduction in the deferral of loan origination
fees of $184 thousand and an increase in stock-based compensation expense of $33 thousand. These
items were partially offset by a decrease in bonus expense of $161 thousand primarily related to
the reduction in net income.
Salary expense included $102 thousand in salaries related to the Reno commercial real estate
lending office and the Redding branch. The deferral of loan origination costs is primarily related
to a reduction in the volume of consumer auto loans. Stock based compensation expense, included in
salaries and related benefits, increased by $33 thousand from $31 thousand during the three months
ended June 30, 2006 to $64 thousand during the current three-month period.
The increase in occupancy and equipment includes costs incurred at our Reno commercial lending
office and the recently opened Redding branch, and an increase in costs at the Truckee branch.
The Companys telephone and data communication costs decreased by $45 thousand, which includes
one-time credits received from the Companys data communication provider.
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The following table describes the components of non-interest expense for the three-month periods
ending June 30, 2007 and 2006, dollars in thousands:
For the Three | ||||||||||||||||
Months | ||||||||||||||||
Ended June 30, | ||||||||||||||||
Dollar | Percentage | |||||||||||||||
2007 | 2006 | Change | Change | |||||||||||||
Salaries and employee benefits |
$ | 2,640 | $ | 2,329 | $ | 311 | 13.4 | % | ||||||||
Occupancy and equipment |
879 | 810 | 69 | 8.5 | % | |||||||||||
Professional fees |
182 | 181 | 1 | 0.6 | % | |||||||||||
Outside service fees |
168 | 154 | 14 | 9.1 | % | |||||||||||
Business development |
161 | 149 | 12 | 8.1 | % | |||||||||||
Advertising and shareholder relations |
139 | 143 | (4 | ) | -2.8 | % | ||||||||||
Director compensation |
81 | 87 | (6 | ) | -6.9 | % | ||||||||||
Deposit premium amortization |
75 | 75 | | - | % | |||||||||||
Stationery and supplies |
75 | 66 | 9 | 13.6 | % | |||||||||||
Armored car and courier |
68 | 67 | 1 | 1.5 | % | |||||||||||
Telephone and data communication |
66 | 111 | (45 | ) | -40.5 | % | ||||||||||
Postage |
61 | 60 | 1 | 1.7 | % | |||||||||||
Insurance |
47 | 42 | 5 | 11.9 | % | |||||||||||
Loan and collection expense |
43 | 53 | (10 | ) | -18.9 | % | ||||||||||
Other |
56 | 94 | (38 | ) | -40.4 | % | ||||||||||
Total non-interest expense |
$ | 4,741 | $ | 4,421 | $ | 320 | 7.2 | % | ||||||||
Provision for income taxes. The provision for income taxes was $0.7 million, or 38.6% of pre-tax
income for the three months ended June 30, 2007. This compares to $0.8 million or 38.4% of pre-tax
income during the second quarter of 2006. The increase of 0.2% includes the effect of an increase,
during the 2007 quarter, in the percentage of stock-based compensation expense much of which is
excluded from the calculation of the provision for income taxes.
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 the
area it serves. 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. The composition of the
Companys loan portfolio has remained relatively consistent from December 31, 2006. Real estate
mortgage loans increased to 34% of total gross loans at June 30, 2007 from 33% at December 31,
2006. Agricultural loans increased to 11% of total gross loans at June 30, 2007 up from 10% at
December 31, 2006. Consumer loans declined to 24% of total gross loans from 26% at December 31,
2006. Commercial and real estate construction loans were 10% and 21%, respectively of total gross
loans at both June 30, 2007 and December 31, 2006.
The Company expects the level of consumer loans to continue to decline in the future. Over the past
three years the Company had been aggressive in seeking out dealer auto loans. Beginning in late
2006 and continuing into 2007 we began to deemphasize our auto lending activities. In April 2007
the head of the Companys auto lending department resigned. The Company will not replace this
position and has discontinued its dealer loan program. It is our expectation that the payoffs from
our auto loan portfolio can be utilized to provide funding for other higher yielding loans.
Nonperforming assets. Nonperforming loans at June 30, 2007 were $1,446 thousand, an increase of
$433 thousand over the $1,013 thousand balance at December 31, 2006. Nonperforming assets (which
is
21
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comprised of nonperforming loans plus repossessed vehicles and foreclosed real estate) at June 30,
2007 were $1,685 thousand, an increase of $625 thousand over the $1,060 thousand balance at
December 31, 2006. The increase in nonperforming loans primarily relates to an increase of $291
thousand in loans past due 90 days or more and still accruing from $41 thousand at December 31,
2006 to $332 thousand at June 30, 2007. The increase in nonperforming assets includes foreclosed
real estate of $182 thousand at June 30, 2007. There was no foreclosed real estate at December 31,
2006.
Nonperforming loans as a percentage of total loans increased to 0.40% at June 30, 2007 up from
0.29% at December 31, 2006. In addition, nonperforming assets as a percentage of total assets also
increased to 0.36% at June 30, 2007 up from 0.22% at December 31, 2006.
Analysis of allowance for loan losses. Net charge-offs during the six months ended June 30, 2007
totaled $113 thousand, or 0.03% of average loans, compared to $155 thousand, or 0.05% of average
loans, for the comparable period in 2006. Net charge-offs during the first six months of 2007 were
comprised of $265 thousand of charge-offs offset by $152 thousand in recoveries, compared to $319
thousand of charge-offs offset by $164 thousand in recoveries for the same period in 2006. The
allowance for loan losses was 1.17% of total loans as of June 30, 2007 up from 1.10% as of December
31, 2006. 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) | ||||||||
2007 | 2006 | |||||||
Balance at January 1, |
$ | 3,917 | $ | 3,256 | ||||
Charge-offs: |
||||||||
Commercial and agricultural |
| (118 | ) | |||||
Real estate mortgage |
| | ||||||
Real estate construction |
(45 | ) | | |||||
Consumer |
(220 | ) | (201 | ) | ||||
Total charge-offs |
(265 | ) | (319 | ) | ||||
Recoveries: |
||||||||
Commercial and agricultural |
50 | 42 | ||||||
Real estate mortgage |
| | ||||||
Real estate construction |
| | ||||||
Consumer |
102 | 122 | ||||||
Total recoveries |
152 | 164 | ||||||
Net charge-offs |
(113 | ) | (155 | ) | ||||
Provision for loan losses |
375 | 600 | ||||||
Balance at June 30, |
$ | 4,179 | $ | 3,701 | ||||
Net charge-offs during the six-month period to average loans |
0.03 | % | 0.05 | % | ||||
Allowance for loan losses to total loans |
1.17 | % | 1.10 | % |
Investment securities. Investment securities decreased $17.3 million to $57.5 million at June
30, 2007, down from $74.8 million at December 31, 2006. The investment portfolio balances in U.S.
Treasuries, U.S. Government agencies, corporate debt securities and municipal obligations comprised
9%, 57%, 9%
and 25%, respectively, of the Companys investment portfolio at June 30, 2007 versus 7%, 64%, 10%,
and 19% at December 31, 2006. The decrease in the overall investment portfolio resulted from
maturities, calls and pay downs that were used to reduce short-term borrowings, provide funding for
loan growth and other liquidity needs.
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Table of Contents
Premises and equipment. Primarily as a result of depreciation expense during the six month period,
premises and equipment decreased by $0.2 million from $15.2 million at December 31, 2006 to $15.0
million at June 30, 2007.
Deposits. Total deposits were $401 million as of June 30, 2007, a slight decrease of $1 million,
or less than 1%, from the December 31, 2006 balance of $402 million. Declines in non-interest
bearing demand deposits, interest bearing transaction accounts, money market and savings deposits
were offset by an increase of $22 million in time deposits. The increase in time deposits relates
to a promotional 5-month term certificate of deposit which the Company began offering during the
fourth quarter of 2006. At June 30, 2007 we had $43 million in this promotional certificate of
deposit with an average rate paid, during the six months ended June 30, 2007, of 5.14%.
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. Time deposits increased to 31% of total deposits
as of June 30, 2007 up from 25% as of December 31, 2006. Non-interest bearing demand deposits
decreased to 29% of total deposits at June 30, 2007 down from 30% at December 31, 2006. Interest
bearing transaction accounts decreased to 18% of total deposits at June 30, 2007, down from 20% at
December 31, 2006. Money market and savings deposits decreased to 22% of total deposits at June
30, 2007 from 25% at December 31, 2006.
Short-term borrowings. Short-term borrowings at June 30, 2007 consisted of $12.3 million in one
day Federal Home Loan Bank (FHLB) advances, a decline of $7.7 million from the $20.0 million
balance in FHLB advances outstanding at December 31, 2006. The rate paid on short-term borrowings
at June 30, 2007 was 5.35%.
CAPITAL RESOURCES
Shareholders equity as of June 30, 2007 increased $513 thousand, or 1.4%, to $36.4 million up from
$35.9 million as of December 31, 2006. This increase was the result of earnings during the first
half of 2007 of $2.1 million, $0.1 million in stock-based compensation expense and a decrease in
accumulated other comprehensive loss of $0.1 million, offset by $1.1 million of repurchased Plumas
Bancorp stock under the Companys stock buy back plan and cash dividends of $0.7 million.
On January 22, 2007 the Company announced that its Board of Directors authorized a common stock
repurchase plan. The plan calls for the repurchase of up to 250,000 shares, or approximately 5%, of
the Companys shares outstanding as of January 22, 2007. During the first half of 2007 the Company
repurchased 67,300 shares at an average cost, including commission, of $15.67 per share.
On May 14, 2007 the Company paid a semi-annual cash dividend of $0.15 per share compared to $0.13
per share paid on May 15, 2006..
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, 2007.
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Table of Contents
The following table presents the Companys and the Banks capital ratios as of June 30, 2007 and
December 31, 2006, dollars in thousands:
June 30, 2007 | December 31, 2006 | |||||||||||||||
Amount | Ratio | Amount | Ratio | |||||||||||||
Tier 1 Leverage Ratio |
||||||||||||||||
Plumas Bancorp and Subsidiary |
$ | 45,782 | 9.8 | % | $ | 45,206 | 9.5 | % | ||||||||
Minimum regulatory requirement |
18,653 | 4.0 | % | 18,955 | 4.0 | % | ||||||||||
Plumas Bank |
43,828 | 9.4 | % | 44,094 | 9.3 | % | ||||||||||
Minimum requirement for
Well-Capitalized institution |
23,289 | 5.0 | % | 23,669 | 5.0 | % | ||||||||||
Minimum regulatory requirement |
18,631 | 4.0 | % | 18,935 | 4.0 | % | ||||||||||
Tier 1 Risk-Based Capital Ratio |
||||||||||||||||
Plumas Bancorp and Subsidiary |
45,782 | 11.4 | % | 45,206 | 10.9 | % | ||||||||||
Minimum regulatory requirement |
16,115 | 4.0 | % | 16,610 | 4.0 | % | ||||||||||
Plumas Bank |
43,828 | 10.9 | % | 44,094 | 10.6 | % | ||||||||||
Minimum requirement for
Well-Capitalized institution |
24,141 | 6.0 | % | 24,885 | 6.0 | % | ||||||||||
Minimum regulatory requirement |
16,094 | 4.0 | % | 16,590 | 4.0 | % | ||||||||||
Total Risk-Based Capital Ratio |
||||||||||||||||
Plumas Bancorp and Subsidiary |
50,016 | 12.4 | % | 49,123 | 11.8 | % | ||||||||||
Minimum regulatory requirement |
32,230 | 8.0 | % | 33,221 | 8.0 | % | ||||||||||
Plumas Bank |
48,061 | 11.9 | % | 48,011 | 11.6 | % | ||||||||||
Minimum requirement for
Well-Capitalized institution |
40,234 | 10.0 | % | 41,475 | 10.0 | % | ||||||||||
Minimum regulatory requirement |
32,187 | 8.0 | % | 33,180 | 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, agency securities and corporate bonds that are not classified as held-to-maturity. 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 $96 million
from the Federal Home Loan Bank secured by commercial and residential mortgage loans. At June 30,
2007 the Company had outstanding borrowings from the Federal Home Loan Bank of $12.3 million and no
outstanding borrowings from its correspondent banks.
Customer deposits are the Companys primary source of funds. Those funds are held in various types
of accounts with varying maturities. The Company currently does not hold brokered deposits.
Deposit growth continues to present challenges in the current interest environment, with
significant competition from both banking and non-banking sources. During the first half of 2007,
deposits decreased slightly by $1 million from the December 31, 2006 balance of $402 million. The
Company has historically experienced a seasonal trend in regards to deposits; whereas the majority
of the Companys annual deposit growth has typically occurred in the late spring, summer and fall
months.
The Companys investment securities not classified as held-to-maturity, cash and due from banks and
short-term borrowings from correspondent banks and the Federal Home Loan Bank serve as primary
sources of liquidity, providing adequate funding for loans during periods of high loan demand.
During
24
Table of Contents
periods of decreased 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, other than those which possess a short term to
maturity. Based upon the nature of its operations, the Company is not subject to foreign currency
exchange or commodity price risk. However, 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 Companys 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 using
floating rate loans and deposits, maturities, pricing and mix to attempt to neutralize the
potential impact of changes in market interest rates. The Companys 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, trust preferred securities and other borrowings. The Company, 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 Company
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 Company 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
Company has adopted formal policies and practices to monitor and manage interest rate risk
exposure. As part of this effort, the Company measures interest rate risk utilizing both an
internal asset liability management system as well as employing independent third party reviews to
confirm the reasonableness of the assumptions used to measure and report the Companys interest
rate risk, enabling management to make any adjustments necessary.
Interest rate risk is managed by the Companys Asset Liability Committee (ALCO), which includes
members of senior management. The ALCO monitors interest rate risk by analyzing the potential
impact on 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 Companys
balance sheet in part to maintain the potential impact on net interest income within acceptable
ranges despite changes in interest rates. The Companys 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, 2007 compared to December 31, 2006 as
discussed in the Companys 2006 annual report on Form 10-K.
25
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, 2007 (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, 2007.
26
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, 2006, 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
(a) | None. | ||
(b) | None. | ||
(c) | Issuer Purchases of Equity Securities |
Total Number | ||||||||||||||||
of Shares | ||||||||||||||||
Purchased as | ||||||||||||||||
Part of | Maximum | |||||||||||||||
Total | Publicly | Number of Shares | ||||||||||||||
Number of | Average | Announced | That May Yet Be | |||||||||||||
Shares | Price Paid | Plans or | Purchased Under the | |||||||||||||
Period | Purchased | per Share (1) | Programs | Plans or Programs (2) | ||||||||||||
April 1, 2007 to April 30, 2007 |
0 | $ | 0.00 | 0 | 220,500 | |||||||||||
May 1, 2007 to May 31, 2007 |
31,000 | $ | 15.29 | 31,000 | 189,500 | |||||||||||
June 1, 2007 to June 30, 2007 |
6,800 | $ | 13.44 | 6,800 | 182,700 | |||||||||||
Total |
37,800 | $ | 14.96 | 37,800 | ||||||||||||
(1) | Includes commissions. | |
(2) | On January 22, 2007 the Company announced that its Board of Directors authorized a common stock repurchase plan. The plan calls for the repurchase of up to 250,000 shares, or approximately 5%, of the Companys shares outstanding as of January 22, 2007. |
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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 16, 2007 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 2008 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 |
3,930,253 | 0 | 76.900 | 0 | ||||||||||||
Alvin G. Blickenstaff |
3,925,519 | 0 | 81,634 | 0 | ||||||||||||
William E. Elliott |
3,930,509 | 0 | 76,644 | 0 | ||||||||||||
Gerald W. Fletcher |
3,930,509 | 0 | 76,644 | 0 | ||||||||||||
John Flournoy |
3,930,476 | 0 | 76,677 | 0 | ||||||||||||
Arthur C. Grohs |
3,925,519 | 0 | 81,634 | 0 | ||||||||||||
Jerry V. Kehr |
3,930,509 | 0 | 76,644 | 0 | ||||||||||||
Christine McArthur |
3,930,509 | 0 | 76,644 | 0 | ||||||||||||
Terrance J. Reeson |
3,930,509 | 0 | 76,644 | 0 | ||||||||||||
Thomas Watson |
3,930,509 | 0 | 76,644 | 0 | ||||||||||||
Daniel E. West |
3,930,509 | 0 | 76,644 | 0 |
As reported in Item 5.02(b) of Plumas Bancorps Form 8-K dated May 23, 2007, effective May 23, 2007
Christine McArthur submitted notice of her resignation as a director of Plumas Bancorp and its
wholly owned subsidiary, Plumas Bank, for personal reasons. The resignation did not result from a
disagreement with the Company on any matter relating to the Companys operations, policies or
practices.
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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, is included as exhibit 3.3 to the Registrants 10-Q for September 30, 2005, which is incorporated by this reference herein. | |
3.4
|
Amendment of the Articles of Incorporation of Registrant dated August 17, 2005, is included as exhibit 3.4 to the Registrants 10-Q for September 30, 2005, which is incorporated by this reference herein. | |
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. | |
10.5
|
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. | |
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. | |
10.8
|
Director Retirement Agreement of John Flournoy dated March 21, 2007, is included as Exhibit 10.8 to Registants 10-Q for March 31, 2007, 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. |
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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. | |
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. | |
10.33
|
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. |
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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, which is incorporated by this reference herein. | |
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, which is incorporated by this reference herein. | |
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. | |
10.49
|
Amended and Restated Plumas Bancorp Stock Option Plan is included as Exhibit 10.49 to the Registrants 10-Q for September 30, 2006, 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. | |
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 8, 2007. | |
31.2
|
Rule 13a-14(a) [Section 302] Certification of Principal Executive Officer dated August 8, 2007. | |
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 8, 2007. | |
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 8, 2007. |
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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 8, 2007
/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 | ||||
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