PLUMAS BANCORP - Quarter Report: 2008 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, 2008
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 | (I.R.S. Employer Identification No.) | |
Organization) | ||
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, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o | Accelerated Filer þ | Non-Accelerated Filer o | Smaller Reporting Company þ |
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 4, 2008 4,810,210 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)
June 30, | December 31, | |||||||
2008 | 2007 | |||||||
Assets |
||||||||
Cash and due from banks |
$ | 15,903 | $ | 13,207 | ||||
Federal funds sold |
| | ||||||
Cash and cash equivalents |
15,903 | 13,207 | ||||||
Investment securities (fair value of $46,864 at June
30, 2008 and $55,367 at December 31, 2007) |
46,935 | 55,292 | ||||||
Loans, less allowance for loan losses of $4,455 at
June 30, 2008 and $4,211 at December 31, 2007 (Notes
3 and 4) |
352,502 | 349,302 | ||||||
Premises and equipment, net |
15,474 | 14,666 | ||||||
Intangible assets, net |
908 | 1,037 | ||||||
Bank owned life insurance |
9,594 | 9,428 | ||||||
Real estate and vehicles acquired through foreclosure |
2,425 | 537 | ||||||
Accrued interest receivable and other assets |
9,242 | 9,646 | ||||||
Total assets |
$ | 452,983 | $ | 453,115 | ||||
Liabilities and Shareholders Equity |
||||||||
Deposits: |
||||||||
Non-interest bearing |
$ | 114,625 | $ | 111,240 | ||||
Interest bearing |
260,404 | 280,700 | ||||||
Total deposits |
375,029 | 391,940 | ||||||
Short-term borrowings |
24,500 | 7,500 | ||||||
Accrued interest payable and other liabilities |
6,355 | 6,226 | ||||||
Junior subordinated deferrable interest debentures |
10,310 | 10,310 | ||||||
Total liabilities |
416,194 | 415,976 | ||||||
Commitments and contingencies (Note 4) |
| | ||||||
Shareholders equity (Notes 5, 7 and 10): |
||||||||
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 4,819,858 shares at June 30, 2008 and 4,869,130 shares at
December 31, 2007 |
5,158 | 5,042 | ||||||
Retained earnings |
31,665 | 32,204 | ||||||
Accumulated other comprehensive loss (Note 6) |
(34 | ) | (107 | ) | ||||
Total shareholders equity |
36,789 | 37,139 | ||||||
Total liabilities and shareholders equity |
$ | 452,983 | $ | 453,115 | ||||
See notes to unaudited condensed consolidated financial statements.
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PLUMAS BANCORP
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, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Interest Income: |
||||||||||||||||
Interest and fees on loans |
$ | 5,966 | $ | 7,105 | $ | 12,190 | $ | 14,010 | ||||||||
Interest on investment securities: |
||||||||||||||||
Taxable |
358 | 447 | 769 | 966 | ||||||||||||
Exempt from Federal income taxes |
128 | 132 | 255 | 266 | ||||||||||||
Interest on Federal funds sold |
1 | 5 | 2 | 8 | ||||||||||||
Total interest income |
6,453 | 7,689 | 13,216 | 15,250 | ||||||||||||
Interest Expense: |
||||||||||||||||
Interest on deposits |
1,124 | 1,808 | 2,670 | 3,484 | ||||||||||||
Interest on short-term borrowings |
61 | 250 | 95 | 436 | ||||||||||||
Interest on junior subordinated deferrable interest
debentures |
138 | 208 | 329 | 414 | ||||||||||||
Other |
6 | 5 | 10 | 11 | ||||||||||||
Total interest expense |
1,329 | 2,271 | 3,104 | 4,345 | ||||||||||||
Net interest income before provision for loan
losses |
5,124 | 5,418 | 10,112 | 10,905 | ||||||||||||
Provision for Loan Losses |
470 | 125 | 990 | 375 | ||||||||||||
Net interest income after provision for loan losses |
4,654 | 5,293 | 9,122 | 10,530 | ||||||||||||
Non-Interest Income: |
||||||||||||||||
Service charges |
969 | 902 | 1,922 | 1,757 | ||||||||||||
Earnings on Bank owned life insurance policies |
104 | 104 | 207 | 205 | ||||||||||||
Other |
317 | 289 | 587 | 605 | ||||||||||||
Total non-interest income |
1,390 | 1,295 | 2,716 | 2,567 | ||||||||||||
Non-Interest Expenses: |
||||||||||||||||
Salaries and employee benefits |
2,710 | 2,640 | 5,466 | 5,468 | ||||||||||||
Occupancy and equipment |
975 | 879 | 1,934 | 1,789 | ||||||||||||
Other |
1,293 | 1,222 | 2,514 | 2,492 | ||||||||||||
Total non-interest expenses |
4,978 | 4,741 | 9,914 | 9,749 | ||||||||||||
Income before provision for income taxes |
1,066 | 1,847 | 1,924 | 3,348 | ||||||||||||
Provision for Income Taxes |
369 | 713 | 651 | 1,266 | ||||||||||||
Net income |
$ | 697 | $ | 1,134 | $ | 1,273 | $ | 2,082 | ||||||||
Basic earnings per share (Note 5) |
$ | 0.14 | $ | 0.23 | $ | 0.26 | $ | 0.42 | ||||||||
Diluted earnings per share (Note 5) |
$ | 0.14 | $ | 0.23 | $ | 0.26 | $ | 0.41 | ||||||||
Cash dividends per share |
$ | 0.16 | $ | 0.15 | $ | 0.16 | $ | 0.15 | ||||||||
See notes to unaudited condensed consolidated financial statements.
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PLUMAS BANCORP
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In thousands)
(Unaudited)
(In thousands)
For the Six Months | ||||||||
Ended June 30, | ||||||||
2008 | 2007 | |||||||
Cash Flows from Operating Activities: |
||||||||
Net income |
$ | 1,273 | $ | 2,082 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Provision for loan losses |
990 | 375 | ||||||
Change in deferred loan origination costs/fees, net |
164 | 197 | ||||||
Depreciation and amortization |
1,014 | 1,124 | ||||||
Stock-based compensation expense |
144 | 131 | ||||||
Amortization of investment security premiums |
32 | 96 | ||||||
Accretion of investment security discounts |
(32 | ) | (33 | ) | ||||
Net loss on disposal/sale of premises and equipment |
7 | 29 | ||||||
Net loss (gain) on sale of vehicles owned |
11 | (28 | ) | |||||
Earnings on Bank owned life insurance policies |
(166 | ) | (166 | ) | ||||
Write-down of other real estate to market value |
39 | | ||||||
Decrease (increase) in accrued interest receivable and other assets |
178 | (33 | ) | |||||
Decrease in accrued interest payable and other liabilities |
(291 | ) | (589 | ) | ||||
Net cash provided by operating activities |
3,363 | 3,185 | ||||||
Cash Flows from Investing Activities: |
||||||||
Proceeds from matured and called available-for-sale investment securities |
7,975 | 15,875 | ||||||
Proceeds from matured and called held-to-maturity investment securities |
| 26 | ||||||
Purchases of available-for-sale investment securities |
(993 | ) | | |||||
Proceeds from principal repayments from available-for-sale
government-guaranteed mortgage-backed securities |
1,499 | 1,526 | ||||||
Net increase in loans |
(6,509 | ) | (3,750 | ) | ||||
Proceeds from sale of other vehicles |
217 | 176 | ||||||
Purchase of premises and equipment |
(1,526 | ) | (647 | ) | ||||
Net cash provided by investing activities |
663 | 13,206 | ||||||
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, | ||||||||
2008 | 2007 | |||||||
Cash Flows from Financing Activities: |
||||||||
Net increase (decrease) in demand, interest bearing and savings
deposits |
$ | 3,154 | $ | (23,441 | ) | |||
Net (decrease) increase in time deposits |
(20,065 | ) | 21,929 | |||||
Net increase (decrease) in short-term borrowings |
17,000 | (7,700 | ) | |||||
Net proceeds from exercise of stock options |
21 | 17 | ||||||
Payment of cash dividends |
(770 | ) | (750 | ) | ||||
Repurchase and retirement of common stock |
(670 | ) | (1,054 | ) | ||||
Net cash used in financing activities |
(1,330 | ) | (10,999 | ) | ||||
Increase in cash and cash equivalents |
2,696 | 5,392 | ||||||
Cash and Cash Equivalents at Beginning of Year |
13,207 | 11,293 | ||||||
Cash and Cash Equivalents at End of Period |
$ | 15,903 | $ | 16,685 | ||||
Supplemental Disclosure of Cash Flow Information: |
||||||||
Cash paid during the period for: |
||||||||
Interest expense |
$ | 3,434 | $ | 4,026 | ||||
Income taxes |
$ | 975 | $ | 1,625 | ||||
Non-Cash Investing Activities: |
||||||||
Real estate and vehicles acquired through foreclosure |
$ | 2,155 | $ | 340 | ||||
Net change in unrealized loss on available-for-sale securities |
$ | 73 | $ | 87 | ||||
Non-Cash Financing Activities: |
||||||||
Common stock retired in connection with the exercise of stock options |
$ | | $ | 49 | ||||
Cumulative effect of adopting EITF 06-04 |
$ | 420 | $ | |
See notes to unaudited condensed consolidated financial statements.
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PLUMAS BANCORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(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 a 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 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. In addition to its branch network, the Bank operates a commercial lending
office in Reno, Nevada and a lending office specializing in government-guaranteed lending in
Auburn, California. The Banks deposits are insured by the Federal Deposit Insurance Corporation
(FDIC) up to applicable legal limits. The Banks primary source of revenue is interest and fee
income 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, 2008 and December 31, 2007 and its results of operations for the three-month and six-month
periods ended June 30, 2008 and 2007 and its cash flows for the six-month periods ended June 30,
2008 and 2007. Certain reclassifications have been made to prior periods balances to conform to
classifications used in 2008.
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 (GAAP) 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 2007 Annual Report to Shareholders on Form 10-K. The results of
operations for the three-month and six-month periods ended June 30, 2008 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, | |||||||
2008 | 2007 | |||||||
Commercial |
$ | 41,081 | $ | 39,584 | ||||
Agricultural |
36,311 | 35,762 | ||||||
Real estate mortgage |
143,565 | 128,357 | ||||||
Real estate construction and land development |
70,949 | 76,478 | ||||||
Consumer |
64,651 | 72,768 | ||||||
356,557 | 352,949 | |||||||
Deferred loan costs, net |
400 | 564 | ||||||
Allowance for loan losses |
(4,455 | ) | (4,211 | ) | ||||
$ | 352,502 | $ | 349,302 | |||||
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 $80,287,000 and
$96,867,000 and stand-by letters of credit of $2,678,000 and $655,000 at June 30, 2008 and December
31, 2007, respectively.
Of the loan commitments outstanding at June 30, 2008, $19,195,000 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, 2008 or December 31, 2007.
7
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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, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Earnings Per Share: |
||||||||||||||||
Basic earnings per share |
$ | 0.14 | $ | 0.23 | $ | 0.26 | $ | 0.42 | ||||||||
Diluted earnings per share |
$ | 0.14 | $ | 0.23 | $ | 0.26 | $ | 0.41 | ||||||||
Weighted Average Number of
Shares Outstanding: (in thousands) |
||||||||||||||||
Basic shares |
4,822 | 4,984 | 4,841 | 4,998 | ||||||||||||
Diluted shares |
4,849 | 5,029 | 4,868 | 5,050 |
Stock options not included in the computation of diluted earnings per share, due to their
antidilutive effect, were 359,000 and 230,000 for the three months ended June 30, 2008 and 2007,
respectively and 335,000 and 150,000 for the six months ended June 30, 2008 and 2007, respectively.
6. COMPREHENSIVE INCOME
Total comprehensive income for the three months ended June 30, 2008 and 2007 totaled $429,000
and $1,073,000, respectively. Comprehensive income is comprised of unrealized losses, net of
taxes, on available-for-sale investment securities, which were $(268,000) and $(61,000) for the
three months ended June 30, 2008 and 2007, respectively, together with net income.
Total comprehensive income for the six months ended June 30, 2008 and 2007 totaled $1,346,000 and
$2,169,000, respectively. Comprehensive income is comprised of unrealized gains, net of taxes, on
available-for-sale investment securities, which were $73,000 and $87,000 for the six months ended
June 30, 2008 and 2007, respectively, together with net income.
At June 30, 2008 and December 31, 2007, accumulated other comprehensive loss, net of taxes, totaled
$34,000 and $107,000, 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 883,461 shares of common
stock remain reserved for issuance to employees and directors and 401,459 shares are available for
future grants under incentive and nonstatutory agreements as of June 30, 2008. The Company granted
90,300 and 155,700 options during the six months ended June 30, 2008 and 2007 respectively. The
weighted average grant date fair value of options granted for the six months ended June 30, 2008
and 2007 was $2.54 and $4.53, respectively.
Compensation cost related to stock options recognized in operating results under SFAS No. 123R was
$75,000 and $78,000 for the quarters ended June 30, 2008 and 2007, respectively. The associated
future income tax benefit recognized was $6,000 for the quarters ended June 30, 2008 and 2007.
Compensation cost related to stock options recognized in operating results under SFAS No. 123R was
$144,000 and $131,000 in the six months ended June 30, 2008 and 2007, respectively. Compensation
expense is recognized over the vesting period of the stock options on a straight-line basis. The
associated future income tax benefit recognized was $12,000 for both of the six months ended June
30, 2008 and 2007.
In accordance with SFAS 123 (R) the Company has presented excess tax benefits from the exercise of
stock-based compensation awards as a financing activity in the consolidated statement of cash
flows.
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The following table summarizes information about stock option activity for the six months ended
June 30, 2008:
Weighted | ||||||||||||||||
Average | ||||||||||||||||
Weighted | Remaining | |||||||||||||||
Average | Contractual | |||||||||||||||
Exercise | Term | Intrinsic Value | ||||||||||||||
Shares | Price | (in years) | (in thousands) | |||||||||||||
Options outstanding at December 31, 2007 |
395,772 | $ | 13.37 | |||||||||||||
Options granted |
90,300 | 12.40 | ||||||||||||||
Options exercised |
(3,200 | ) | 6.59 | |||||||||||||
Options cancelled |
(870 | ) | 15.59 | |||||||||||||
Options outstanding at June 30, 2008 |
482,002 | $ | 13.23 | 6.0 | $ | 152 | ||||||||||
Options exercisable at June 30, 2008 |
243,411 | $ | 11.96 | 5.1 | $ | 152 | ||||||||||
Expected to vest after June 30, 2008 |
238,591 | $ | 14.53 | 7.0 | $ | | ||||||||||
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, 2008 was $18,000. During the six months ended June 30, 2008, the amount of cash received from
the exercise of stock options was $21,000.
At June 30, 2008, there was $702,000 of total unrecognized compensation cost related to non-vested
stock option awards which is expected to be recognized over a weighted-average period of 2.7 years.
The total fair value of options vested during the six months ended June 30, 2008 was $172,000.
8. INCOME TAXES
The Company files its income taxes on a consolidated basis with its subsidiaries. The allocation
of income tax expense (benefit) represents each entitys proportionate share of the consolidated
provision for income taxes.
Deferred tax assets and liabilities are recognized for the tax consequences of temporary
differences between the reported amounts of assets and liabilities and their tax bases. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment. On the condensed consolidated balance sheet, net deferred tax assets are
included in accrued interest receivable and other assets.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon
examination by the taxing authorities, while others are subject to uncertainty about the merits of
the position taken or the amount of the position that would be ultimately sustained. The benefit
of a tax position is recognized in the financial statements in the period during which, based on
all available evidence, management believes it is more likely than not that the position will be
sustained upon examination, including the resolution of appeals or litigation processes, if any.
Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest
amount of tax benefit that is more than 50 percent likely of being realized upon settlement with
the applicable taxing authority. The portion of the benefits associated with tax positions taken
that exceeds the amount measured as described above is reflected as a liability for unrecognized
tax benefits in the accompanying condensed consolidated balance sheet along with any associated
interest and penalties that would be payable to the taxing authorities upon examination. The
Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits as
a component of tax expense in the condensed consolidated statements of income. There have been no
significant changes to unrecognized tax benefits or accrued interest and penalties for the six
months ended June 30, 2008.
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9. FAIR VALUE MEASUREMENT
On January 1, 2008, the Company adopted Financial Accounting Standards Board (FASB) Statement No.
157 (SFAS 157), Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for
measuring fair value under GAAP and expands disclosures about fair value measurements. There was
no cumulative effect adjustment to beginning retained earnings recorded upon adoption and no impact
on the financial statements in the first six months of 2008.
The following tables present information about the Companys assets and liabilities measured at
fair value on a recurring and non recurring basis as of June 30, 2008, and indicates the fair value
hierarchy of the valuation techniques utilized by the Company to determine such fair value based on
the hierarchy:
Level 1: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the
entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for
similar assets or liabilities; quoted prices in markets that are not active; or other inputs that
are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entitys own assumptions about
the assumptions that market participants would use in pricing and asset or liability.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair
value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value
measurement in its entirety falls has been determined based on the lowest level input that is
significant to the fair value measurement in its entirety. The Companys assessment of the
significance of a particular input to the fair value measurement in its entirety requires judgment,
and considers factors specific to the asset or liability.
Assets and liabilities measured at fair value on a recurring basis are summarized below:
Fair Value Measurements at June 30, 2008 Using | ||||||||||||||||
Quoted Prices in | ||||||||||||||||
Active Markets for | Significant Other | Significant | ||||||||||||||
Identical Assets | Observable Inputs | Unobservable Inputs | ||||||||||||||
(in 000s) | June 30, 2008 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets: |
||||||||||||||||
Available-for-sale securities |
$ | 33,449 | $ | 20,156 | $ | 13,293 | $ | | ||||||||
The fair value of securities available for sale equals quoted market price, if available. If
quoted market prices are not available, fair value is determined using quoted market prices for
similar securities. Changes in fair market value are recorded in other comprehensive income.
Financial assets and liabilities measured at fair value on a non-recurring basis are summarized
below:
Fair Value Measurements at June 30, 2008 Using | ||||||||||||||||
Quoted Prices in | ||||||||||||||||
Active Markets for | Significant Other | Significant | ||||||||||||||
Identical Assets | Observable Inputs | Unobservable Inputs | ||||||||||||||
(in 000s) | June 30, 2008 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets: |
||||||||||||||||
Impaired loans |
$ | 1,659 | $ | | $ | 1,659 | $ | | ||||||||
Impaired loans, all of which are measured for impairment using the fair value of the collateral as
they are collateral dependent loans, had a principal balance of $1,870,000 with a related valuation
allowance of $211,000 at June 30, 2008. Declines in the collateral values of impaired loans during
the first six months of 2008 were $134,000 which was reflected as additional specific allocations
of the allowance for loan losses.
10. STOCK REPURCHASE
In connection with the Companys stock repurchase plan for the year ending December 31, 2008, a
total of 52,472 shares were repurchased during the six months ended June 30, 2008 at an average
price of $12.77 per share. Management of the Company is authorized to repurchase an additional
191,528 shares; however, the Board of Directors may suspend, terminate or modify the repurchase
plan at any time.
10
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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 (the Company).
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, 2008 and December 31, 2007 and for the three and six month periods ended
June 30, 2008 and 2007. 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, 2007.
Plumas Bancorp trades on The NASDAQ Capital Market under the ticker symbol PLBC.
CASH DIVIDEND
On April 16, 2008, the Company declared a semi-annual common stock cash dividend of $0.16 per
share. This represents a 7% increase in the semi-annual cash dividend per share from 15 cents paid
on May 14, 2007. The dividend was paid on May 16, 2008 to its shareholders of record on April 30,
2008.
CRITICAL ACCOUNTING POLICIES
There have been no changes to the Companys critical accounting policies from those disclosed in
the Companys 2007 Annual Report to Shareholders on Form 10-K.
OVERVIEW
The Companys net income declined by $809 thousand, or 39%, to $1.27 million for the six months
ended June 30, 2008 from $2.08 million for the same period in 2007. This decline in net income
resulted from a decline in net interest income of $793 thousand and an increase in the provision
for loan losses of $615
thousand. An increase of $165 thousand in non-interest expense was mostly offset by an increase of
$149 thousand in non-interest income. Related to the reduction in pre-tax earnings the provision
for income taxes declined by $615 thousand.
11
Table of Contents
Total assets remained consistent at $453 million at both December 31, 2007 and June 30, 2008. Net
loans increased by $3.2 million from $349.3 million at December 31, 2007 to $352.5 million at June
30, 2008. Investment securities declined by $8.4 million from $55.3 million at December 31, 2007 to
$46.9 million at June 30, 2008. This decline in investment securities was offset by an increase in
cash of $2.7 million, an increase in real estate and vehicles acquired through foreclosure of $1.9
million and provided funding for the $3.2 million increase in loans. Short-term borrowings
increased by $17 million from $7.5 million at December 31, 2007 to $24.5 million at June 30, 2008.
The increase in short-term borrowings offset a decrease in deposits of $16.9 million from $391.9
million at December 31, 2007 to $375.0 million at June 30, 2008. Total shareholders equity
decreased slightly from $37.1 million at December 31, 2007 to $36.8 million at June 30, 2008.
The annualized return on average assets was 0.57% for the six months ended June 30, 2008 down from
0.90% for the same period in 2007. The annualized return on average equity was 6.9% for the six
months ended June 30, 2008 down from 11.5% for the same period in 2007.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2008
Net interest income before provision for loan losses. Net interest income, on a nontax-equivalent
basis, for the six months ended June 30, 2008 was $10.1 million, a decline of $793 thousand from
the $10.9 million earned during the same period in 2007. Decreases in the yields and the average
level of the Companys loan portfolio along with a reduction in the average balance of investment
securities were partially offset by declines in the average balances and rates paid on deposits and
short-term borrowings and a decline in the rate paid on junior subordinated debentures.
Interest income declined by $2.0 million, or 13%, to $13.2 million for the six months ended June
30, 2008. Interest and fees on loans decreased by $1.8 million from $14.0 million for the six
months ended June 30, 2007 to $12.2 million during the current six-month period. The Companys
average loan balances were $351.5 million for the six months ended June 30, 2008, down $5.5
million, or 2%, from the $357.0 million for the same period in 2007. The average rate earned on
the Companys loan balances decreased 93 basis points to 6.98% during the first six months of 2008
from 7.91% during the first six months of 2007. During this same period the average prime rate
declined by 260 basis points. The decline in prime rate is reflective of the 325 basis point
reduction made by the Federal Reserve Board since September 2007. At June 30, 2008 approximately
66% of the Companys loan portfolio was variable rate of which approximately 37% is indexed to the
prime interest rate.
Interest on investment securities decreased by $208 thousand, as an increase in yield of 31 basis
points was offset by a decline in average investment securities of $15.5 million. The decrease in
the overall investment portfolio resulted from maturities, calls and pay downs that were used to
provide funding for loan growth and liquidity.
Interest expense decreased $1.2 million, or 29%, to $3.1 million for the six months ended June 30,
2008, down from $4.3 million for the same period in 2007, due to the decrease in both the rates
paid on our interest bearing liabilities and in the average balances. Average interest bearing
liabilities declined by $19.6 million from $314.7 million during the six months ended June 30, 2007
to $295.1 million during the current period. Average interest bearing deposits declined by $10.9
million and average short-term borrowings declined by $8.7 million over the same periods.
Interest expense on deposits declined by $814 thousand primarily related to the decline of $390
thousand in interest expense on NOW accounts and the $297 thousand decline in time deposit interest
expense. In addition, interest on money market and savings accounts declined by $127 thousand. The
average rate paid on the Companys interest bearing deposits declined 50 basis points from 2.44%
for the six months ended June 30, 2007 to 1.94% during the current six month period. The average
balance of interest bearing deposits declined by $10.9 million from $287.8 million during the six
months ended June 30, 2007 to $276.9 million during the six months ended June 30, 2008.
12
Table of Contents
The decline in NOW account interest expense was primarily related to a reduction in the rate paid
on our Money Fund Plu$ balances and is consistent with recent declines in market interest rates.
Money Fund Plus$ is an interest bearing checking account designed to pay rates comparable to those
available on a typical brokerage account. The average balance of NOW accounts declined by $4.0
million from $78.5 million during the six months ended June 30, 2007 to $74.5 million during the
current six-month period.
Average time deposits totaled $118.9 million during the first six months of 2008, up $4.0 million
from $114.9 million during the six months ended June 30, 2007. The average rate paid on time
deposits decreased 65 basis points from 4.25% during the six months ended June 30, 2007 to 3.60%
during the same period in 2008.
During 2007 the Company offered a promotional short-term time deposit product which we continued
offering until February of 2008. At June 30, 2008 almost all of these promotional short-term time
deposits have matured. The decline in the rate paid on time deposits includes the maturity of the
promotional time deposit product, some of which have been renewed at lower rates, and a decline in
rates paid on new and renewed time deposits.
Interest expense on short-term borrowings decreased by $341 thousand from $436 thousand during the
2007 period to $95 thousand for the six months ended June 30, 2008. This decline resulted from a
decrease in the average balance outstanding of $8.7 million and a decline in the rate paid on these
borrowings of 289 basis points. The average rate paid on the Companys trust preferred securities
(junior subordinated debentures) decreased 168 basis points to 6.42% for the six months ended June
30, 2008 from 8.10% during the same period in 2007. The rate on the trust preferred securities is
tied to the LIBOR rate and will fluctuate with changes in LIBOR; however the rate resets quarterly
so the effect of recent declines in LIBOR were not fully reflected in the rate paid during the six
months ended June 30, 2008.
As a result of the changes noted above, the net interest margin for the six months ended June 30,
2008 decreased 14 basis points to 5.05%, down from 5.19% for the same period in 2007.
13
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, 2008 | For the Six Months Ended June 30, 2007 | |||||||||||||||||||||||
Average Balance | Interest | Yield/ | Average Balance | Interest | Yield/ | |||||||||||||||||||
(in thousands) | (in thousands) | Rate | (in thousands) | (in thousands) | Rate | |||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Loans (1) (2) |
$ | 351,450 | $ | 12,190 | 6.98 | % | $ | 356,958 | $ | 14,010 | 7.91 | % | ||||||||||||
Investment securities (1) |
50,779 | 1,024 | 4.06 | % | 66,310 | 1,232 | 3.75 | % | ||||||||||||||||
Federal funds sold |
164 | 2 | 2.45 | % | 254 | 8 | 6.35 | % | ||||||||||||||||
Total interest-earning assets |
402,393 | 13,216 | 6.60 | % | 423,522 | 15,250 | 7.26 | % | ||||||||||||||||
Cash and due from banks |
11,947 | 12,653 | ||||||||||||||||||||||
Other assets |
31,842 | 32,440 | ||||||||||||||||||||||
Total assets |
$ | 446,182 | $ | 468,615 | ||||||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||||||
NOW deposits |
$ | 74,518 | 323 | 0.87 | % | $ | 78,522 | 713 | 1.83 | % | ||||||||||||||
Money market deposits |
36,037 | 137 | 0.76 | % | 42,010 | 198 | 0.95 | % | ||||||||||||||||
Savings deposits |
47,404 | 83 | 0.35 | % | 52,327 | 149 | 0.57 | % | ||||||||||||||||
Time deposits |
118,912 | 2,127 | 3.60 | % | 114,890 | 2,424 | 4.25 | % | ||||||||||||||||
Total deposits |
276,871 | 2,670 | 1.94 | % | 287,749 | 3,484 | 2.44 | % | ||||||||||||||||
Short-term borrowings |
7,633 | 95 | 2.50 | % | 16,324 | 436 | 5.39 | % | ||||||||||||||||
Other interest-bearing liabilities |
309 | 10 | 6.51 | % | 301 | 11 | 7.36 | % | ||||||||||||||||
Junior subordinated debentures |
10,310 | 329 | 6.42 | % | 10,310 | 414 | 8.10 | % | ||||||||||||||||
Total interest-bearing liabilities |
295,123 | 3,104 | 2.12 | % | 314,684 | 4,345 | 2.78 | % | ||||||||||||||||
Non-interest bearing deposits |
108,142 | 112,658 | ||||||||||||||||||||||
Other liabilities |
5,570 | 4,669 | ||||||||||||||||||||||
Shareholders equity |
37,347 | 36,604 | ||||||||||||||||||||||
Total liabilities & equity |
$ | 446,182 | $ | 468,615 | ||||||||||||||||||||
Cost of funding interest-earning assets (3) |
1.55 | % | 2.07 | % | ||||||||||||||||||||
Net interest income and margin (4) |
$ | 10,112 | 5.05 | % | $ | 10,905 | 5.19 | % | ||||||||||||||||
(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, 2008
and 2007 were $151 thousand and $254 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. |
14
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:
2008 over 2007 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 |
$ | (217 | ) | $ | (1,668 | ) | $ | 65 | $ | (1,820 | ) | |||||
Investment securities |
(289 | ) | 102 | (21 | ) | (208 | ) | |||||||||
Federal funds sold |
(3 | ) | (5 | ) | 2 | (6 | ) | |||||||||
Total interest income |
(509 | ) | (1,571 | ) | 46 | (2,034 | ) | |||||||||
Interest-bearing liabilities: |
||||||||||||||||
NOW deposits |
(36 | ) | (375 | ) | 21 | (390 | ) | |||||||||
Money market deposits |
(28 | ) | (39 | ) | 6 | (61 | ) | |||||||||
Savings deposits |
(14 | ) | (58 | ) | 6 | (66 | ) | |||||||||
Time deposits |
85 | (376 | ) | (6 | ) | (297 | ) | |||||||||
Short-term borrowings |
(233 | ) | (234 | ) | 126 | (341 | ) | |||||||||
Other interest-bearing liabilities |
| (1 | ) | | (1 | ) | ||||||||||
Junior subordinated debentures |
| (85 | ) | | (85 | ) | ||||||||||
Total interest expense |
(226 | ) | (1,168 | ) | 153 | (1,241 | ) | |||||||||
Net interest income |
$ | (283 | ) | $ | (403 | ) | $ | (107 | ) | $ | (793 | ) | ||||
(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. In response to an increase in the level of net loan charge-offs and our
evaluation of the adequacy of the allowance for loan losses in the current economic environment,
particularly related to the decline in real estate values, the Company increased its loan loss
provision from $375 thousand during the first six months of 2007 to $990 thousand during the
current six-month period. 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 probable losses 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, 2008, total non-interest income
increased $149 thousand, or 6%, to $2.7 million, up from $2.6 million for the comparable period in
2007. The largest component of this increase was a $165 thousand increase in service charges on
deposit accounts resulting from a change in fee structure instituted during mid 2007. Related to
the expansion of our SBA lending activities; gains on the sale of loans increased by $52 thousand
to $79 thousand for the six months ended June 30, 2008. Partially offsetting these increases was a
decline of $39 thousand in the gain recorded on the sale of repossessed vehicles from $28 thousand
during the first half of 2007 to a loss of $11 thousand during the six months ended June 30, 2008.
15
Table of Contents
The following table describes the components of non-interest income for the six-month periods
ending June 30, 2008 and 2007, dollars in thousands:
For the Six Months | ||||||||||||||||
Ended June 30, | Dollar | Percentage | ||||||||||||||
2008 | 2007 | Change | Change | |||||||||||||
Service charges on deposit accounts |
$ | 1,922 | $ | 1,757 | $ | 165 | 9.4 | % | ||||||||
Earnings on life insurance policies |
207 | 206 | 1 | 0.5 | % | |||||||||||
Merchant processing income |
125 | 127 | (2 | ) | -1.6 | % | ||||||||||
Gain on sale of loans |
79 | 27 | 52 | 192.6 | % | |||||||||||
Investment services income |
78 | 85 | (7 | ) | -8.2 | % | ||||||||||
Official check fees |
63 | 80 | (17 | ) | -21.3 | % | ||||||||||
Customer service fees |
57 | 60 | (3 | ) | -5.0 | % | ||||||||||
Federal Home Loan Bank dividends |
57 | 56 | 1 | 1.8 | % | |||||||||||
Loan servicing fees |
41 | 60 | (19 | ) | -31.7 | % | ||||||||||
Safe deposit box and night depository income |
34 | 35 | (1 | ) | -2.9 | % | ||||||||||
Other deposit account fees |
17 | 21 | (4 | ) | -19.0 | % | ||||||||||
Printed check fee income |
15 | 21 | (6 | ) | -28.6 | % | ||||||||||
(Loss) gain on sale of vehicles |
(11 | ) | 28 | (39 | ) | -139.3 | % | |||||||||
Other |
32 | 4 | 28 | 700.0 | % | |||||||||||
Total non-interest income |
$ | 2,716 | $ | 2,567 | $ | 149 | 5.8 | % | ||||||||
Non-interest expenses. During the six months ended June 30, 2008, total non-interest expenses
increased $165 thousand, or 2%, to $9.9 million, up from $9.7 million for the comparable period in
2007. The increase in non-interest expense was primarily the result of increases in occupancy and
equipment expense, loan collection expenses and FDIC insurance premiums.
Additions to salary expense totaling $253 thousand related to expansion of our SBA lending
activities, growth in our Reno loan production office and increases in staffing at our Redding
branch were offset by decreases in salaries in other departments and an $80 thousand decrease in
bonus expense resulting in virtually identical levels of salaries and related benefits during the
comparison periods.
The largest increase in non-interest expense was a $145 thousand increase in occupancy and
equipment costs primarily related to an increase in software related costs and an increase in
occupancy costs at our Redding branch. Occupancy costs related to our Redding branch were
abnormally high during the 2008 period which included costs of both a temporary facility and our
permanent branch which opened in July, 2008. Consistent with the increase in nonperforming assets
during the period (See page 23) loan collection expense, which includes costs related to acquiring
and maintaining real estate acquired through foreclosure, increased by $78 thousand from $87
thousand during the six months ended June 30, 2007 to $165 thousand during the current period.
Other expense increased by $90 thousand related to an increase in FDIC insurance premiums. During
2007 the Company was able to use its remaining credit balance with the FDIC to offset insurance
premium billings. By the end of the first quarter of 2008 the credit balance had been fully
utilized. A $32 thousand increase in insurance expense is primarily related to recognizing certain
postretirement insurance costs for split dollar life insurance policies.
Partially offsetting the above increases in non-interest expense was a decline of $82 thousand in
professional fees and declines in business development and advertising costs totaling $100
thousand. During the 2007 period professional fess included consulting costs associated with an
outside evaluation of our core banking software requirements, other technology planning costs and
costs associated with a strategic planning initiative. Similar costs were not incurred during the
2008 period. The savings in business development and advertising costs include reductions in our
marketing budget, savings in promotional materials, and a decrease in seminar and conference costs.
16
Table of Contents
The following table describes the components of non-interest expense for the six-month periods
ending June 30, 2008 and 2007, dollars in thousands:
For the Six Months | ||||||||||||||||
Ended June 30, | Dollar | Percentage | ||||||||||||||
2008 | 2007 | Change | Change | |||||||||||||
Salaries and employee benefits |
$ | 5,466 | $ | 5,468 | $ | (2 | ) | | % | |||||||
Occupancy and equipment |
1,934 | 1,789 | 145 | 8.1 | % | |||||||||||
Outside service fees |
348 | 324 | 24 | 7.4 | % | |||||||||||
Professional fees |
307 | 389 | (82 | ) | -21.1 | % | ||||||||||
Business development |
237 | 286 | (49 | ) | -17.1 | % | ||||||||||
Advertising and shareholder relations |
227 | 278 | (51 | ) | -18.3 | % | ||||||||||
Telephone and data communication |
198 | 169 | 29 | 17.2 | % | |||||||||||
Director compensation |
175 | 174 | 1 | 0.6 | % | |||||||||||
Loan and collection expenses |
165 | 87 | 78 | 89.7 | % | |||||||||||
Armored car and courier |
142 | 134 | 8 | 6.0 | % | |||||||||||
Deposit premium amortization |
129 | 150 | (21 | ) | -14.0 | % | ||||||||||
Postage |
120 | 121 | (1 | ) | -0.8 | % | ||||||||||
Stationery and supplies |
116 | 152 | (36 | ) | -23.7 | % | ||||||||||
Insurance |
116 | 84 | 32 | 38.1 | % | |||||||||||
Other |
234 | 144 | 90 | 62.5 | % | |||||||||||
Total non-interest expense |
$ | 9,914 | $ | 9,749 | $ | 165 | 1.7 | % | ||||||||
Provision for income taxes. The provision for income taxes was $651 thousand, or 33.8% of pre-tax
income for the six months ended June 30, 2008. This compares to $1.3 million or 37.8% of pre-tax
income during the first half of 2007. The decrease of 4.0% reflects the effect of an increase,
during 2008, in the percentage of tax-exempt income as a percentage of pre-tax income.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2008
Net Income. Net income decreased by $437 thousand, or 39% from $1.1 million during the second
quarter of 2007 to $697 thousand during the second three months ended June 30, 2008. This decrease
in net income resulted from a $294 thousand decline in net interest income, a $345 thousand
increase in the provision for loan losses, and a $237 increase in non-interest expense, partially
offset by a $95 thousand increase in non-interest income and a $344 thousand decrease in the
provision for income taxes.
Net interest income before provision for loan losses. Net interest income, on a nontax-equivalent
basis, was $5.1 million for the three months ended June 30, 2008, a decrease of $294 thousand, or
5%, from $5.4 million for the same period in 2007. The decline in net interest income was related
to decreases in the yields and the level of the average loans outstanding along with a reduction
in the average balance of investment securities which were mostly offset by a decline in the
average balance and rate paid on deposit accounts and short-term borrowings and a decline in the
rate paid on junior subordinated debentures.
Interest and fees on loans decreased by $1.1 million from $7.1 million for the three months ended
June 30, 2007 to $6.0 million during the 2008 second quarter. The Companys average loan balances
were $351.7 million for the three months ended June 30, 2008, down $8.5 million, or 2%, from the
$360.2 million for the same period in 2007. The average yield earned on loans decreased by 109
basis points from 7.91% during the second quarter of 2007 to 6.82% during the 2008 quarter. This
decrease in yield primarily is reflective of the declines in market interest rates. During this
same period the average prime interest rate declined by 317 basis points. At June 30, 2008
approximately 37% of Plumas Banks loans adjust with changes in the prime interest rate.
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Table of Contents
A 28 basis points increase in yield on investment securities was offset by a decrease of $13.5
million in the average balance outstanding resulting in a decrease of $93 thousand in interest
earned on investment securities.
Interest expense decreased by $942 thousand, or 41%, to $1.3 million for the three months ended
June 30, 2008, down from $2.3 million for the same period in 2007. Average interest bearing
deposits declined by $16.3 million from $288.3 million during the second quarter of 2007 to $272.0
million during the current quarter. Primarily as a result of the maturity of promotional time
deposits, average time deposits declined by $7.6 million from $120.1 million during the second
quarter of 2007 to $112.5 million during the current quarter. Other categories of deposits
declined as well including a $1.7 million decline in average NOW accounts, and a $7.0 million
decline in average money market and savings accounts.
During 2008, the Company benefited from a reduction in market interest rates and, in the case of
time deposits, the maturity of its short-term promotional time deposit product. Plumas Bank has
decreased the rate paid on its interest bearing accounts resulting in a significant decline in
deposit interest expense. The average rate paid on interest bearing deposits declined by 86 basis
points from 2.52% during the three months ended June 30, 2007 to 1.66% during the current three
month period. Related to a decline in the rate paid on our Money Fund Plu$ accounts, the average
rate paid on NOW accounts has declined by 106 basis points from 1.78% during the second quarter of
2007 to 0.72% during the current quarter. The Company has also decreased the rates paid on money
market, savings deposits and new and renewed time deposits. The average rate paid on time deposits
declined by 119 basis points from 4.34% during the three months ended June 30, 2007 to 3.15% during
the second quarter of 2008.
The average balance of short-term borrowings decreased from $18.6 million during the second quarter
of 2007 to $11.2 million during the three months ended June 30, 2008. The average rate paid on
these borrowings decreased by 321 basis points to 2.19% during the quarter ended June 30, 2008,
down from 5.40% during the second quarter of 2007. The average rate paid on junior subordinated
debentures declined by 271 basis points from 8.09% during the three months ended June 30, 2007 to
5.38% during the current quarter.
As a result of the changes noted above, the net interest margin for the three months ended June 30,
2008 increased slightly to 5.15%. This compares to a net interest margin of 5.14% for the same
period in 2007.
18
Table of Contents
The following table presents for the three-month periods indicated the distribution of consolidated
average assets, liabilities and shareholders equity. It also presents the amounts of interest
income from interest earning assets and the resultant annualized yields expressed in both dollars
and annualized yield percentages, as well as, the amounts of interest expense on interest bearing
liabilities and the resultant cost expressed in both dollars and annualized rate percentages.
Average balances are based on daily averages. Nonaccrual loans are included in the calculation of
average loans while nonaccrued interest thereon is excluded from the computation of yields earned:
For the Three Months Ended June 30, 2008 | For the Three Months Ended June 30, 2007 | |||||||||||||||||||||||
Average Balance | Interest | Yield/ | Average Balance | Interest | Yield/ | |||||||||||||||||||
(in thousands) | (in thousands) | Rate | (in thousands) | (in thousands) | Rate | |||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Loans (1) (2) |
$ | 351,679 | $ | 5,966 | 6.82 | % | $ | 360,240 | $ | 7,105 | 7.91 | % | ||||||||||||
Investment securities (1) |
48,471 | 486 | 4.03 | % | 61,968 | 579 | 3.75 | % | ||||||||||||||||
Federal funds sold |
150 | 1 | 2.68 | % | 332 | 5 | 6.04 | % | ||||||||||||||||
Total interest-earning assets |
400,300 | 6,453 | 6.48 | % | 422,540 | 7,689 | 7.30 | % | ||||||||||||||||
Cash and due from banks |
12,179 | 12,709 | ||||||||||||||||||||||
Other assets |
32,016 | 32,267 | ||||||||||||||||||||||
Total assets |
$ | 444,495 | $ | 467,516 | ||||||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||||||
NOW deposits |
$ | 75,759 | 136 | 0.72 | % | $ | 77,457 | 343 | 1.78 | % | ||||||||||||||
Money market deposits |
35,544 | 68 | 0.77 | % | 39,483 | 92 | 0.93 | % | ||||||||||||||||
Savings deposits |
48,130 | 40 | 0.33 | % | 51,180 | 72 | 0.56 | % | ||||||||||||||||
Time deposits |
112,521 | 880 | 3.15 | % | 120,156 | 1,301 | 4.34 | % | ||||||||||||||||
Total deposits |
271,954 | 1,124 | 1.66 | % | 288,276 | 1,808 | 2.52 | % | ||||||||||||||||
Short-term borrowings |
11,209 | 61 | 2.19 | % | 18,570 | 250 | 5.40 | % | ||||||||||||||||
Other interest-bearing liabilities |
309 | 6 | 7.81 | % | 302 | 5 | 6.64 | % | ||||||||||||||||
Junior subordinated debentures |
10,310 | 138 | 5.38 | % | 10,310 | 208 | 8.09 | % | ||||||||||||||||
Total interest-bearing liabilities |
293,782 | 1,329 | 1.82 | % | 317,458 | 2,271 | 2.87 | % | ||||||||||||||||
Non-interest bearing deposits |
108,094 | 109,072 | ||||||||||||||||||||||
Other liabilities |
5,400 | 4,360 | ||||||||||||||||||||||
Shareholders equity |
37,219 | 36,626 | ||||||||||||||||||||||
Total liabilities & equity |
$ | 444,495 | $ | 467,516 | ||||||||||||||||||||
Cost of funding interest-earning assets (3) |
1.33 | % | 2.16 | % | ||||||||||||||||||||
Net interest income and margin (4) |
$ | 5,124 | 5.15 | % | $ | 5,418 | 5.14 | % | ||||||||||||||||
(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,
2008 and 2007 were
$74 thousand and $107 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. |
19
Table of Contents
The following table sets forth changes in interest income and interest expense for the three-month
periods indicated and the amount of change attributable to variances in volume, rates and the
combination of volume and rates based on the relative changes of volume and rates:
2008 over 2007 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 |
$ | (169 | ) | $ | (974 | ) | $ | 4 | $ | (1,139 | ) | |||||
Investment securities |
(126 | ) | 44 | (11 | ) | (93 | ) | |||||||||
Federal funds sold |
(3 | ) | (3 | ) | 2 | (4 | ) | |||||||||
Total interest income |
(298 | ) | (933 | ) | (5 | ) | (1,236 | ) | ||||||||
Interest-bearing liabilities: |
||||||||||||||||
NOW deposits |
(8 | ) | (203 | ) | 4 | (207 | ) | |||||||||
Money market deposits |
(9 | ) | (16 | ) | 1 | (24 | ) | |||||||||
Savings deposits |
(4 | ) | (29 | ) | 1 | (32 | ) | |||||||||
Time deposits |
(82 | ) | (358 | ) | 19 | (421 | ) | |||||||||
Short-term borrowings |
(99 | ) | (148 | ) | 58 | (189 | ) | |||||||||
Other interest-bearing liabilities |
| 1 | | 1 | ||||||||||||
Junior subordinated debentures |
| (70 | ) | | (70 | ) | ||||||||||
Total interest expense |
(202 | ) | (823 | ) | 83 | (942 | ) | |||||||||
Net interest income |
$ | (96 | ) | $ | (110 | ) | $ | (88 | ) | $ | (294 | ) | ||||
(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. In response to an increase in the level of net loan charge-offs and our
evaluation of the adequacy of the allowance for loan losses in the current economic environment,
particularly related to the decline in real estate values, we increased our provision for loan
losses. The Company recorded $470 thousand in provision for loan losses for the three months ended
June 30, 2008 compared to the $125 thousand for the three months ended June 30, 2007. 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, 2008, total non-interest income
increased by $95 thousand from the same period in 2007. Service charge income increased by $67
thousand resulting from a change in fee structure instituted during mid 2007. Related to the
expansion of our SBA lending activities; gains on the sale of loans totaled $61 thousand during the
second quarter of 2008. There were no loan sales during the three months ended June 30, 2007.
Partially offsetting these increases in non-interest income was a decline of $19 thousand in the
gain recorded on the sale of repossessed vehicles from $8 thousand during 2007 to a loss of $11
thousand during the three months ended June 30, 2008.
20
Table of Contents
The following table describes the components of non-interest income for the three-month periods
ending June 30, 2008 and 2007, dollars in thousands:
For the Three Months | ||||||||||||||||
Ended June 30, | Dollar | Percentage | ||||||||||||||
2008 | 2007 | Change | Change | |||||||||||||
Service charges on deposit accounts |
$ | 969 | $ | 902 | $ | 67 | 7.4 | % | ||||||||
Earnings on life insurance policies |
104 | 104 | | | % | |||||||||||
Merchant processing income |
62 | 67 | (5 | ) | -7.5 | % | ||||||||||
Gain on sale of loans |
61 | | 61 | | % | |||||||||||
Investment services income |
43 | 33 | 10 | 30.3 | % | |||||||||||
Federal Home Loan Bank dividends |
29 | 25 | 4 | 16.0 | % | |||||||||||
Customer service fees |
28 | 30 | (2 | ) | -6.7 | % | ||||||||||
Official check fees |
25 | 39 | (14 | ) | -35.9 | % | ||||||||||
Loan servicing fees |
20 | 35 | (15 | ) | -42.9 | % | ||||||||||
Safe deposit box and night depository income |
17 | 17 | | | % | |||||||||||
Other deposit account fees |
8 | 10 | (2 | ) | -20.0 | % | ||||||||||
Printed check fee income |
4 | 6 | (2 | ) | -33.3 | % | ||||||||||
(Loss) gain on sale of vehicles |
(11 | ) | 8 | (19 | ) | -237.5 | % | |||||||||
Other |
31 | 19 | 12 | 63.2 | % | |||||||||||
Total non-interest income |
$ | 1,390 | $ | 1,295 | $ | 95 | 7.3 | % | ||||||||
Non-interest expenses. During the three months ended June 30, 2008, total non-interest expenses
increased $237 thousand, or 5%, to $5.0 million, up from $4.7 million for the comparable period in
2007. The increase in non-interest expense was primarily the result of increases in salaries,
occupancy and equipment expense, loan collection expenses and FDIC insurance premiums.
Additions to salary expense totaling $147 thousand were related to expansion of our SBA lending
activities, growth in our Reno loan production office and increases in staffing at our Redding
branch. These costs were partially offset by an increase in the deferral of loan origination costs
and a reduction in staffing in other areas.
Occupancy and equipment expense increased by $96 thousand of which $82 thousand is related to our
Redding branch. Occupancy costs related to the Redding branch were abnormally high during the 2008
period which included costs of both a temporary facility and our permanent branch which opened in
July, 2008. Consistent with the increase in nonperforming assets
during the period (See page 23)
loan collection expense increased by $56 thousand from $43 thousand during the three months ended
June 30, 2007 to $99 thousand during the current period. Other expense increased by $111 thousand
primarily related to an increase in FDIC insurance premiums. During 2007 the Company was able to
use its remaining credit balance with the FDIC to offset insurance premium billings. By the end of
the first quarter of 2008 the credit balance had been fully utilized. A $30 thousand increase in
telephone and data communication expense was primarily related to credits utilized to reduce
expense during the 2007 period.
Partially offsetting the above increases in non-interest expense was a decline of $38 thousand in
professional fees and declines in business development and advertising costs totaling $81 thousand.
During the 2007 period professional fess included consulting costs associated with technology
planning and with a strategic planning initiative. Similar costs were not incurred during the 2008
period. The savings in business development and advertising costs are primarily related to a
decrease in seminar and conference costs and a reduction in the marketing budget.
21
Table of Contents
The following table describes the components of non-interest expense for the three-month periods
ending June 30, 2008 and 2007, dollars in thousands:
For the Three Months | ||||||||||||||||
Ended June 30, | Dollar | Percentage | ||||||||||||||
2008 | 2007 | Change | Change | |||||||||||||
Salaries and employee benefits |
$ | 2,710 | $ | 2,640 | $ | 70 | 2.7 | % | ||||||||
Occupancy and equipment |
975 | 879 | 96 | 10.9 | % | |||||||||||
Outside service fees |
178 | 168 | 10 | 6.0 | % | |||||||||||
Professional fees |
144 | 182 | (38 | ) | -20.9 | % | ||||||||||
Advertising and shareholder relations |
123 | 139 | (16 | ) | -11.5 | % | ||||||||||
Loan and collection expenses |
99 | 43 | 56 | 130.2 | % | |||||||||||
Business development |
96 | 161 | (65 | ) | -40.4 | % | ||||||||||
Telephone and data communication |
96 | 66 | 30 | 45.5 | % | |||||||||||
Director compensation |
83 | 81 | 2 | 2.5 | % | |||||||||||
Armored car and courier |
74 | 68 | 6 | 8.8 | % | |||||||||||
Postage |
62 | 61 | 1 | 1.6 | % | |||||||||||
Insurance |
59 | 47 | 12 | 25.5 | % | |||||||||||
Stationery and supplies |
58 | 75 | (17 | ) | -22.7 | % | ||||||||||
Deposit premium amortization |
54 | 75 | (21 | ) | -28.0 | % | ||||||||||
Other |
167 | 56 | 111 | 198.2 | % | |||||||||||
Total non-interest expense |
$ | 4,978 | $ | 4,741 | $ | 237 | 5.0 | % | ||||||||
Provision for income taxes. The provision for income taxes was $369 thousand, or 34.6% of pre-tax
income for the three months ended June 30, 2008. This compares to $713 thousand or 38.6% of
pre-tax income during the second quarter of 2007. The decrease of 4% includes the effect of an
increase, during 2008, in the percentage of tax-exempt income as a percentage of pre-tax income.
FINANCIAL CONDITION
Fair value. Effective January 1, 2008, we adopted SFAS No. 157, Fair Value Measurements, which
among other things, requires enhanced disclosures about financial instruments carried at fair
value. SFAS No. 157 establishes a hierarchical disclosure framework associated with the level of
observable pricing scenarios utilized in measuring financial instruments at fair value. The degree
of judgment utilized in measuring the fair value of financial instruments generally correlates to
the level of the observable pricing scenario. Financial instruments with readily available active
quoted prices or for which fair value can be measured from actively quoted prices generally will
have a higher degree of observable pricing and a lesser degree of judgment utilized in measuring
fair value. Conversely, financial instruments rarely traded or not quoted will generally have
little or no observable pricing and a higher degree of judgment utilized in measuring fair value.
Observable pricing scenarios are impacted by a number of factors, including the type of financial
instrument, whether the financial instrument is new to the market and not yet established and the
characteristics specific to the transaction.
Loan portfolio composition. Net loans increased slightly from $349 million at December 31, 2007 to
$353 million at June 30, 2008. 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 offer
diversification as to industries and types of businesses, thus limiting material exposure in any
industry concentrations. 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.
22
Table of Contents
The Companys largest lending categories are real estate mortgage loans, consumer loans and real
estate construction loans. These categories accounted for approximately 40%, 18% and 20%,
respectively of the Companys total loan portfolio at June 30, 2008, compared with the approximate
36%, 21% and 22%, respectively of the Companys total loan portfolio at December 31, 2007. In
addition, the Companys real estate related loans, including real estate mortgage loans, real
estate construction loans, consumer equity lines of credit, and agricultural loans secured by real
estate comprised 72% and 70% of the total loan portfolio at June 30, 2008 and December 31, 2007.
The business activities of the Company currently are focused in the California counties of Plumas,
Nevada, Placer, Lassen, Modoc, Shasta, and Sierra and in Washoe County in Northern Nevada.
Consequently, the results of operations and financial condition of the Company are dependent upon
the general trends in these economies and, in particular, the residential and commercial real
estate markets. In addition, the concentration of the Companys operations in these areas of
Northeastern California and Northwestern Nevada exposes it to greater risk than other banking
companies with a wider geographic base in the event of catastrophes, such as earthquakes, fires and
floods in these regions.
The rates of interest charged on variable rate loans are set at specific increments in relation to
the Companys published lending rate and vary as the Companys lending rate changes. At June 30,
2008 and December 31, 2007, approximately 66% and 63%, respectively, of the Companys loan
portfolio was compromised of variable rate loans. While real estate mortgage, commercial and
consumer lending remain the foundation of the Companys historical loan mix, some changes in the
mix have occurred due to the changing economic environment and the resulting change in demand for
certain loan types. In addition, the Company remains committed to the agricultural industry in
Northeastern California and will continue to pursue high quality agricultural loans. Agricultural
loans include both commercial and commercial real estate loans. The Companys agricultural loan
balances totaled $36 million at both June 30, 2008 and December 31, 2007.
Nonperforming assets. Nonperforming loans at June 30, 2008 were $1.9 million, a decrease of $700
thousand from the $2.6 million balance at December 31, 2007. Included in nonperforming loans are
impaired loans with a principal balance of $1.9 million and a fair value of $1.7 million. The
decrease in nonperforming loans primarily relates to loans that were transferred from nonperforming
status to foreclosed real estate.
Nonperforming assets (which are comprised of nonperforming loans plus foreclosed real estate and
repossessed vehicle holdings) at June 30, 2008 were $4.4 million, an increase of $1.2 million over
the $3.2 million balance at December 31, 2007. Foreclosed real estate holdings increased from
three properties totaling $0.4 million at December 31, 2007 to eleven properties totaling $2.4
million at June 30, 2008. This increase is primarily related to improved residential land
properties.
Nonperforming loans as a percentage of total loans decreased to 0.55% at June 30, 2008 down from
0.75% at December 31, 2007. Nonperforming assets as a percentage of total assets increased to
0.96% at June 30, 2008 up from 0.70% at December 31, 2007.
Analysis of allowance for loan losses. Net charge-offs during the six months ended June 30, 2008
totaled $746 thousand, or 0.21% of average loans, compared to $113 thousand, or 0.03% of average
loans, for the comparable period in 2007. Net charge-offs during the first six months of 2008 were
comprised of $835 thousand of charge-offs offset by $89 thousand in recoveries, compared to $265
thousand of charge-offs offset by $152 thousand in recoveries for the same period in 2007. The
increase in charge-offs primarily relates to a decline in real estate values during the comparison
periods. The allowance for loan losses was 1.25% of total loans as of June 30, 2008 up from 1.19%
as of December 31, 2007. 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.
23
Table of Contents
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) | ||||||||
2008 | 2007 | |||||||
Balance at January 1, |
$ | 4,211 | $ | 3,917 | ||||
Charge-offs: |
||||||||
Commercial and agricultural |
(128 | ) | | |||||
Real estate mortgage |
(68 | ) | | |||||
Real estate construction |
(423 | ) | (45 | ) | ||||
Consumer |
(216 | ) | (220 | ) | ||||
Total charge-offs |
(835 | ) | (265 | ) | ||||
Recoveries: |
||||||||
Commercial and agricultural |
7 | 50 | ||||||
Real estate mortgage |
| | ||||||
Real estate construction |
| | ||||||
Consumer |
82 | 102 | ||||||
Total recoveries |
89 | 152 | ||||||
Net charge-offs |
(746 | ) | (113 | ) | ||||
Provision for loan losses |
990 | 375 | ||||||
Balance at June 30, |
$ | 4,455 | $ | 4,179 | ||||
Net charge-offs during the six-month period to average loans |
0.21 | % | 0.03 | % | ||||
Allowance for loan losses to total loans |
1.25 | % | 1.17 | % |
Investment securities. Investment securities decreased $8.4 million to $46.9 million at June 30,
2008, down from $55.3 million at December 31, 2007. The investment portfolio balances in U.S.
Treasuries, U.S. Government agencies, corporate debt securities and municipal obligations comprised
3%, 62%, 6% and 29%, respectively, of the Companys investment portfolio at June 30, 2008 compared
to 6%, 62%, 7%, and 25% at December 31, 2007. The decrease in the overall investment portfolio
resulted from maturities, calls and pay downs that were used to provide funding for loan growth and
liquidity.
Premises and equipment. Premises and equipment increased by $808 thousand from $14.67 million at
December 31, 2007 to $15.47 million at June 30, 2008. This increase primarily relates to
improvements and equipment for our new data processing facility and leasehold improvements at our
new Redding branch.
Deposits. Total deposits were $375 million as of June 30, 2008, a decrease of $16.9 million, or
4%, from the December 31, 2007 balance of $392 million. Declines of $2.0 million in interest
bearing transaction accounts (NOW), and $20.1 million in time deposits were partially offset by
increases of $3.4 million in non-interest bearing demand deposits and $1.8 million in money market
and savings accounts. The decrease in time deposits relates primarily to the maturities of higher
rate promotional certificates of deposit. The increase in money market and savings accounts
includes $1.7 million related to our recently introduced on balance sheet money market sweep
product.
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 declined to 29% of total deposits
as of June 30, 2008 down from 33% as of December 31, 2007. Non-interest bearing demand deposits
were 31% of total deposits at June 30, 2008 up from the 28% at December 31, 2007. Interest bearing
transaction accounts were 19% of total deposits at June 30, 2008 and December 31, 2007. Money
market and savings deposits increased to 21% of total deposits at June 30, 2008 up from 20% at
December 31, 2007.
Short-term borrowings. Short-term borrowings, which consisted of one day Federal Home Loan Bank
(FHLB) advances, totaled $24.5 million at June 30, 2008 and $7.5 million at December 31, 2007.
24
Table of Contents
CAPITAL RESOURCES
Shareholders equity as of June 30, 2008 totaled $36.8 million a decline of $350 thousand from
$37.1 million as of December 31, 2007. Earnings during the first half of 2008 of $1.3 million, a
decrease in accumulated other comprehensive loss of $73 thousand, stock-based compensation expense
of $144 thousand and $21 thousand related to the exercise of stock options were offset by $770
thousand in common stock cash dividends, $670 thousand related to the repurchase of stock under the
Companys stock buyback plan and a $420 thousand cumulative-effect adjustment related to the
companys split dollar life insurance policies upon adoption of EITF 06-04.
On December 20, 2007 the Company announced that for 2008 its board of directors authorized a common
stock repurchase plan for up to 244,000 shares, or 5% of the Companys shares outstanding on
December 20, 2007. During the first six months of 2008 the Company repurchased 52,472 shares at an
average cost, including commission, of $12.77 per share for a total cost of $670 thousand.
It is the policy of the Company to periodically distribute excess retained earnings to the
shareholders through the payment of cash dividends. Such dividends help promote shareholder value
and capital adequacy by enhancing the marketability of the Companys stock. All authority to
provide a return to the shareholders in the form of a cash or stock dividend or split rests with
the Board of Directors (the Board). The Board will periodically, but on no regular schedule,
review the appropriateness of a cash dividend payment. On May 16, 2008, the Company paid a
semi-annual common stock cash dividend of $0.16 per share. This represents a 7% increase in the
semi-annual cash dividend per share from 15 cents paid on May 14, 2007. Although no assurance can
be given that cash or stock dividends will be paid in the future the Companys cash dividend payout
ratio over the last five years has averaged approximately 27% of net income.
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, 2008.
25
Table of Contents
The following table presents the Companys and the Banks capital ratios as of June 30, 2008 and
December 31, 2007, dollars in thousands:
June 30, 2008 | December 31, 2007 | |||||||||||||||
Amount | Ratio | Amount | Ratio | |||||||||||||
Tier 1 Leverage Ratio |
||||||||||||||||
Plumas Bancorp and Subsidiary |
$ | 45,915 | 10.4 | % | $ | 46,209 | 10.0 | % | ||||||||
Minimum regulatory requirement |
17,733 | 4.0 | % | 18,439 | 4.0 | % | ||||||||||
Plumas Bank |
44,911 | 10.1 | % | 45,415 | 9.9 | % | ||||||||||
Minimum requirement for
Well-Capitalized institution |
22,137 | 5.0 | % | 23,024 | 5.0 | % | ||||||||||
Minimum regulatory requirement |
17,710 | 4.0 | % | 18,419 | 4.0 | % | ||||||||||
Tier 1 Risk-Based Capital Ratio |
||||||||||||||||
Plumas Bancorp and Subsidiary |
45,915 | 11.6 | % | 46,209 | 11.6 | % | ||||||||||
Minimum regulatory requirement |
15,887 | 4.0 | % | 15,881 | 4.0 | % | ||||||||||
Plumas Bank |
44,911 | 11.3 | % | 45,415 | 11.5 | % | ||||||||||
Minimum requirement for
Well-Capitalized institution |
23,796 | 6.0 | % | 23,790 | 6.0 | % | ||||||||||
Minimum regulatory requirement |
15,864 | 4.0 | % | 15,860 | 4.0 | % | ||||||||||
Total Risk-Based Capital Ratio |
||||||||||||||||
Plumas Bancorp and Subsidiary |
50,426 | 12.7 | % | 50,475 | 12.7 | % | ||||||||||
Minimum regulatory requirement |
31,775 | 8.0 | % | 31,763 | 8.0 | % | ||||||||||
Plumas Bank |
49,422 | 12.5 | % | 49,681 | 12.5 | % | ||||||||||
Minimum requirement for
Well-Capitalized institution |
39,661 | 10.0 | % | 39,651 | 10.0 | % | ||||||||||
Minimum regulatory requirement |
31,729 | 8.0 | % | 31,720 | 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 $94 million
from the Federal Home Loan Bank secured by commercial and residential mortgage loans. At June 30,
2008 the Company had outstanding borrowings, consisting of overnight advances, of $24.5 million
from the Federal Home Loan Bank.
Customer deposits are the Companys primary source of funds. Total deposits were $375 million as of
June 30, 2008, a decrease of $16.9 million, or 4%, from the December 31, 2007 balance of $392
million. Those funds are held in various forms with varying maturities. The Company does not have
any brokered deposits. The Companys securities portfolio, Federal funds sold, Federal Home Loan
Bank advances, and cash and due from banks serve as the primary sources of liquidity, providing
adequate funding for loans during periods of high loan demand. During periods of decreased lending,
funds obtained from the maturing or sale of investments, 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.
26
Table of Contents
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company we are not required to provide the information required by this
item.
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, 2008 (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, 2008.
27
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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
As a smaller reporting company we are not required to provide the information required by this
item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) None.
(b) None.
(c) Issuer Purchases of Equity Securities
Total Number | ||||||||||||||||
of Shares | ||||||||||||||||
Purchased as | Maximum | |||||||||||||||
Total | Part of | Number of Shares | ||||||||||||||
Number of | Average | Publicly | That May Yet Be | |||||||||||||
Shares | Price Paid | Announced | Purchased Under the | |||||||||||||
Period | Purchased | per Share (1) | Plans or Programs | Plans or Programs (2) | ||||||||||||
April 1, 2008 to April 30, 2008 |
9,988 | $ | 13.33 | 9,988 | 194,202 | |||||||||||
May 1, 2008 to May 31, 2008 |
1,620 | $ | 12.34 | 1,620 | 192,582 | |||||||||||
June 1, 2008 to June 30, 2008 |
1,054 | $ | 11.49 | 1,054 | 191,528 | |||||||||||
Total |
12,662 | $ | 13.05 | 12,662 | ||||||||||||
(1) | Includes commissions. |
|
(2) | On December 20, 2007 the Company announced that for 2008 its board of directors authorized a
common stock repurchase plan for up to 244,000 shares, or 5% of the Companys shares outstanding on
December 20, 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 21, 2008 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 2009 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 |
3,946,994 | 123,269 | n/a | n/a | ||||||||||||
Alvin G. Blickenstaff |
3,977,936 | 92,327 | n/a | n/a | ||||||||||||
William E. Elliott |
3,979,652 | 90,611 | n/a | n/a | ||||||||||||
Gerald W. Fletcher |
3,978,786 | 91,477 | n/a | n/a | ||||||||||||
John Flournoy |
3,978,786 | 91,477 | n/a | n/a | ||||||||||||
Arthur C. Grohs |
3,978,686 | 91,577 | n/a | n/a | ||||||||||||
Jerry V. Kehr |
3,977,936 | 92,327 | n/a | n/a | ||||||||||||
Terrance J. Reeson |
3,845,299 | 224,964 | n/a | n/a | ||||||||||||
Thomas Watson |
3,979,542 | 90,721 | n/a | n/a | ||||||||||||
Daniel E. West |
3,978,786 | 91,477 | n/a | n/a |
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. |
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Table of Contents
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 Registrants 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. |
|||
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. |
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Table of Contents
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 | 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. |
|||
10.41 | Form of Indemnification Agreement, is included as Exhibit 10.41 to the Registrants
10-QSB for June 30, 2002, which is incorporated by this reference herein. |
|||
10.43 | 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. |
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Table of Contents
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. |
|||
10.64 | First Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement
for Alvin Blickenstaff adopted on September 19, 2007, is included as Exhibit 10.64 to
the Registrants 8-K filed on September 25, 2007, which is incorporated by this
reference herein. |
|||
10.65 | First Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement
for Arthur C. Grohs adopted on September 19, 2007, is included as Exhibit 10.65 to the
Registrants 8-K filed on September 25, 2007, which is incorporated by this reference
herein. |
|||
10.66 | First Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement
for Jerry V. Kehr adopted on September 19, 2007, is included as Exhibit 10.66 to the
Registrants 8-K filed on September 25, 2007, which is incorporated by this reference
herein. |
|||
10.67 | First Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement
for Terrance J. Reeson adopted on September 19, 2007, is included as Exhibit 10.67 to
the Registrants 8-K filed on September 25, 2007, which is incorporated by this
reference herein. |
|||
10.68 | First Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement
for Thomas Watson adopted on September 19, 2007, is included as Exhibit 10.68 to the
Registrants 8-K filed on September 25, 2007, which is incorporated by this reference
herein. |
|||
10.69 | First Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement
for Daniel E. West adopted on September 19, 2007, is included as Exhibit 10.69 to the
Registrants 8-K filed on September 25, 2007, which is incorporated by this reference
herein. |
|||
10.70 | First Amendment to the Plumas Bank Amended and Restated Director Retirement Agreement
for Gerald W. Fletcher adopted on October 9, 2007, is included as Exhibit 10.70 to the
Registrants 10-Q for September 30, 2007, 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 Condensed Consolidated Financial Statements as Footnote 5
Earnings Per Share. |
|||
31.1 | Rule 13a-14(a) [Section 302] Certification of Principal Financial Officer dated August
8, 2008. |
|||
31.2 | Rule 13a-14(a) [Section 302] Certification of Principal Executive Officer dated August
8, 2008. |
|||
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,
2008. |
|||
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,
2008. |
32
Table of Contents
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, 2008
/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 |
33
Table of Contents
EXHIBIT INDEX
Exhibit | ||||
No. | Description | |||
11 | Computation of per share earnings appears in the attached 10-Q under Plumas Bancorp
and Subsidiary Notes to Condensed Consolidated Financial Statements as Footnote 5
Earnings Per Share. |
|||
31.1 | Rule 13a-14(a) [Section 302] Certification of Principal
Financial Officer dated August 8, 2008. |
|||
31.2 | Rule 13a-14(a) [Section 302] Certification of Principal
Executive Officer dated August 8, 2008. |
|||
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, 2008. |
|||
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, 2008. |
34