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PLUMAS BANCORP — Annual Report 2008
Jun 26, 2008
33326_rns_2008-06-26_a98c8d28-e28c-4229-9ae1-38627b269c46.zip
Annual Report
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11-K 1 c73736e11vk.htm FORM 11-K Filed by Bowne Pure Compliance PAGEBREAK
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 2007
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
COMMISSION FILE NUMBER: 000-49883
A. Full title of the plan and address of the plan, if different from that of issuer named below:
Plumas Bank 401 (k) Profit Sharing Plan
B. Name of issuer of the securities held pursuant to the plan and address of its principal executive office:
Plumas Bancorp
35 S. Lindan Avenue Quincy, CA 95971
REQUIRED INFORMATION
| 1. | Not Applicable |
|---|---|
| 2. | Not Applicable |
| 3. | Not Applicable |
| 4. | The Plumas Bank 401(k) Profit Sharing Plan, (the Plan) is subject to the requirements of |
| the Employee Retirement Income Security Act of 1974, as amended (ERISA). Furnished herewith | |
| are the financial statements and schedules of the Plan for the fiscal year ended December 31, | |
| 2007, prepared in accordance with the financial reporting requirements of ERISA. |
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PLUMAS BANK
401(k) PROFIT SHARING PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2007 AND 2006
AND FOR THE YEARS THEN ENDED
AND
SUPPLEMENTAL SCHEDULE
AS OF DECEMBER 31, 2007
AND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
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TOC
PLUMAS BANK 401(k) PROFIT SHARING PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
TABLE OF CONTENTS
| Report of Independent Registered Public Accounting Firm | 1 |
|---|---|
| Financial Statements: | |
| Statement of Net Assets Available for Benefits as of December 31, 2007 and 2006 | 2 |
| Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2007 and 2006 | 3 |
| Notes to Financial Statements | 4-10 |
| Supplemental Schedule: | |
| Schedule H, Line 4i Schedule of Assets (Held at End of Year) as of December 31, 2007 | 12 |
| Exhibit 23.1 |
/TOC
All other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of Plumas Bank 401(k) Profit Sharing Plan
We have audited the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits of the Plumas Bank 401(k) Profit Sharing Plan (the Plan) as of and for the years ended December 31, 2007 and 2006. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits and the changes in net assets available for benefits of the Plumas Bank 401(k) Profit Sharing Plan as of and for the years ended December 31, 2007 and 2006, in conformity with accounting principles generally accepted in the United States of America.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year), as of December 31, 2007, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the United States Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2007 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2007 financial statements taken as a whole.
/s/ Perry-Smith LLP
Sacramento, California June 20, 2008
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PLUMAS BANK 401(k) PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2007 and 2006
| 2007 | 2006 | |
|---|---|---|
| ASSETS | ||
| Investments (Notes 3, 4 and 5): | ||
| Participant-directed investments at fair value | $ 8,439,767 | $ 7,770,733 |
| Participant loans | 187,349 | 175,562 |
| Total investments | 8,627,116 | 7,946,295 |
| Net assets available for benefits at fair value | 8,627,116 | 7,946,295 |
| Adjustment from fair value to contract value for | ||
| guaranteed investment contract Stable | ||
| Value Fund | 2,701 | |
| Net assets available for benefits | $ 8,629,817 | $ 7,946,295 |
The accompanying notes are an integral part of these financial statements.
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PLUMAS BANK 401(k) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Years Ended December 31, 2007 and 2006
| 2007 | 2006 | ||
|---|---|---|---|
| ADDITIONS | |||
| Investment income (Notes 3, 4 and 5): | |||
| Net appreciation (depreciation) in fair value of | |||
| investments | $ 365,033 | $ (60,781 | ) |
| Interest and dividends | 121,113 | 110,008 | |
| Total investment income | 486,146 | 49,227 | |
| Contributions: | |||
| Participant | 736,711 | 660,619 | |
| Employer | 192,945 | 197,625 | |
| Total contributions | 929,656 | 858,244 | |
| Total additions | 1,415,802 | 907,471 | |
| DEDUCTIONS | |||
| Benefits paid to participants | 732,280 | 1,203,735 | |
| Net increase (decrease) | 683,522 | (296,264 | ) |
| Net assets available for benefits: | |||
| Beginning of year | 7,946,295 | 8,242,559 | |
| End of year | $ 8,629,817 | $ 7,946,295 |
The accompanying notes are an integral part of these financial statements.
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PLUMAS BANK 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
| 1. |
|---|
| The following description of the Plumas Bank (the Bank) 401(k) Profit Sharing Plan (the |
| Plan) provides only general information. Participants should refer to the Summary Plan |
| Description or the Plan Document for a more complete description of the Plans provisions. |
| General |
| Plumas Bank, the Plan Sponsor, established the Plan effective on April 1, 1988, to provide |
| all Bank employees, not otherwise excluded, who have completed 90 days of service and are |
| eighteen years of age with the opportunity to defer a portion of their eligible compensation |
| on a pre-tax basis. All investments in the Plan are participant directed. Prudential Trust |
| Company is the Trustee of the Plan. The Plan is subject to the provisions of the Employee |
| Retirement Income Security Act of 1974 (ERISA). |
| Participant Contributions |
| Each year, participants may make salary deferral contributions in any percentage of their |
| pretax annual compensation, as defined in the Plan, subject to certain Internal Revenue Code |
| (IRC) limitations. All participant contributions and earnings thereon are 100% vested. |
| Employer Contributions |
| The Bank provides a 100% match on each participants elective deferral up to 3% of the |
| participants eligible compensation. At the discretion of the Bank, the Bank may also make |
| a non-elective contribution to the Plan. Bank contributions are subject to certain IRC |
| limitations. During 2007 and 2006 the Bank did not make any discretionary contributions. |
| Both the matching contribution and any non-elective contribution vest over a five-year |
| period as follows: |
| Percentage | |
|---|---|
| Service | Vested |
| 2 years but less than 3 years | 25 % |
| 3 years but less than 4 years | 50 % |
| 4 years but less than 5 years | 75 % |
| 5 years or more | 100 % |
Participant Accounts
Individual accounts are maintained for each Plan participant. Each participants account is credited with the participants contribution and allocations of the Banks matching and discretionary contributions and Plan earnings and charged with withdrawals and an allocation of Plan losses. Allocations are based on participant earnings or account balances as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account.
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PLUMAS BANK 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
| 1. |
|---|
| Participants Investment Options |
| Participants direct all of their voluntary contributions and their portion of the employer |
| matching contributions among any or all of the investment options offered by Prudential |
| Insurance Company of America. The investment options include a range of funds that are |
| invested in shares of thirteen registered investment companies (mutual funds) that invest |
| mainly in common stocks and bonds. |
| In addition, participants have the option of investing in Plumas Bancorp common stock, up to |
| 50% of the participants total elective deferrals. These investments are also maintained by |
| the Plans Trustee. |
| Participants may change their investment options without restriction. |
| Participant Loans |
| Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the |
| lesser of $50,000 or 50% of their vested account balance. Loan transactions are treated as |
| a transfer (from) to the investment fund (to) from the Participant Loans fund. Loan terms |
| range from one to five years, or longer if used to purchase the primary residence of the |
| participant. The loans are secured by the balance in the participants account and bear |
| interest at prevailing market rates at the time of borrowing. Principal and interest is |
| paid ratably through semi-monthly payroll deductions. |
| Payment of Benefits |
| Upon termination of employment or other reasons specified by the Plan, a participant with a |
| vested account balance that exceeds $5,000 may elect to receive: (1) a lump sum payment, (2) |
| a part lump sum payment and part installment payments as described in (3), or (3) |
| installment payments (annually, quarterly or monthly) over a specified period of time, not |
| exceeding the participants life expectancy or the joint life expectancy of the participant |
| or participants beneficiary. For a participant with a vested account balance of $5,000 or |
| less, a lump sum payment is distributed to the participant. Distributions between $1,000 |
| and $5,000 may be made automatically to a participant without requiring the participants |
| consent. If the participant does not elect to have such distribution paid directly to an |
| eligible retirement plan in a direct rollover or to receive the distribution directly, |
| then the Plans Sponsor automatically pays the distribution through a direct rollover to an |
| individual retirement plan designated by the Plans Sponsor. As of December 31, 2007 and |
| 2006, there were no benefits payable to participants that have elected to withdraw from the |
| Plan but have not yet been paid. |
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PLUMAS BANK 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
| 1. | DESCRIPTION OF PLAN (Continued) |
|---|---|
| Forfeitures | |
| Forfeitures from the nonvested portion of terminated employees account balances can be used | |
| to reduce employer contributions in the following plan year. Forfeitures totaling $16,231 | |
| and $5,844 were used to reduce employer contributions for the years ending December 31, 2007 | |
| and 2006, respectively. | |
| Administrative Costs | |
| The Bank pays the administrative costs of the Plan. Investment management fees are paid by | |
| the Plan. | |
| Plan Termination | |
| Although it has not expressed any intent to do so, the Bank has the right under the Plan to | |
| discontinue its contributions at any time and to terminate the Plan subject to the | |
| provisions of ERISA. In the event that the Plan is terminated, participants would become | |
| 100% vested in their accounts. | |
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| Basis of Accounting | |
| The accompanying financial statements of the Plan have been prepared in accordance with | |
| accounting principles generally accepted in the United States of America. | |
| Use of Estimates | |
| The preparation of financial statements in conformity with accounting principles generally | |
| accepted in the United States of America requires the Plans management to make estimates | |
| and assumptions that affect certain reported amounts of net assets available for benefits | |
| and changes therein and disclosure of contingent assets and liabilities. Actual results may | |
| differ from those estimates. | |
| Investment Valuation and Income Recognition | |
| The Plans investments are stated at fair value, except for the guaranteed investment | |
| contract which is stated at contract value. Quoted market prices as of the last business | |
| day of the Plan year are used to value investments in registered investment companies | |
| (mutual funds) as well as in Plumas Bancorps common stock. Participant loans receivable | |
| are valued at the outstanding loan balances. |
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PLUMAS BANK 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
| 2. |
|---|
| Investment Valuation and Income Recognition (Continued) |
| As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP |
| 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain |
| Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution |
| Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined |
| contribution plan are required to be reported at fair value. However, contract value is the |
| relevant measurement attribute for that portion of the net assets available for benefits of |
| a defined contribution plan attributable to fully benefit-responsive investment contracts |
| because contract value is the amount participants would receive if they were to initiate |
| permitted transactions under the terms of the plan. As required by the FSP, the Statement |
| of Net Assets Available for Benefits presents the fair value of the investment contracts as |
| well as the adjustment of the fully benefit-responsive investment contracts from fair value |
| to contract value at December 31, 2007. At December 31, 2006, the investment contracts |
| contract value approximated its fair value, so no adjustment from fair value to contract |
| value is presented. |
| Purchases and sales of securities are recorded on a trade date basis. Interest income is |
| recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net |
| appreciation (depreciation) in fair value of investments includes net unrealized market |
| appreciation and (depreciation) of investments and net realized gains and losses on the sale |
| of investments during the period. |
| Risks and Uncertainties |
| The Plan utilizes various investment instruments, including mutual funds, the common stock |
| of the Plan Sponsor, and a guaranteed investment contract. Investment securities, in |
| general, are exposed to various risks, such as interest rate, credit, and overall market |
| volatility. Due to the level of risk associated with certain investment securities, it is |
| reasonably possible that changes in the values of investment securities will occur in the |
| near term and that such changes could materially affect the amounts reported in the |
| financial statements. |
| Payment of Benefits |
| Benefits are recorded when paid. |
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PLUMAS BANK 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
| 2. |
|---|
| Impact of New Financial Accounting Standards |
| Fair Value Measurements |
| In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of |
| Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), which defines |
| fair value, establishes a framework for measuring fair value in generally accepted |
| accounting principles, and expands disclosures about fair value measurements. SFAS 157 does |
| not require new fair value measurements, but provides guidance on how to measure fair value |
| by establishing a fair value hierarchy used to classify the source of the information. SFAS |
| 157 is effective for fiscal years beginning after November 15, 2007. The Plan adopted SFAS |
| 157 on January 1, 2008 and its adoption did not have a material impact on the Plans |
| financial position or results of operations. |
| Fair Value Accounting |
| In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets |
| and Financial Liabilities Including an Amendment of FASB Statement No. 115 (SFAS 159). |
| This Statement permits entities to choose to measure many financial instruments and certain |
| other items at fair value. Unrealized gains and losses on items for which the fair value |
| option has been elected will be reported in earnings. The objective is to improve financial |
| reporting by providing entities with the opportunity to mitigate volatility in reported |
| earnings caused by measuring related assets and liabilities differently without having to |
| apply complex hedge accounting provisions. This Statement is expected to expand the use of |
| fair value measurement, which is consistent with the FASBs long-term measurement objectives |
| for accounting for financial instruments. SFAS 159 is effective for fiscal years beginning |
| after November 15, 2007. The Plan adopted SFAS 159 on January 1, 2008 and the Plans |
| management did not elect the fair value option for any of its financial instruments. |
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PLUMAS BANK 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
| 3. |
|---|
| The following table presents the fair value of the investments in the Plan. Investments |
| representing more than 5% of the Plans net assets as of December 31, 2007 and 2006 are |
| separately identified. |
| December 31, — 2007 | 2006 | |
|---|---|---|
| Investments at quoted market prices: | ||
| Davis NY Venture Fund | $ 1,296,873 | $ 1,373,322 |
| Euro Pacific Growth Fund | 1,277,844 | 1,018,109 |
| Plumas Bancorp Common Stock | 1,270,935 | 1,534,242 |
| Stable Value Fund | 900,321 | 657,969 |
| Jennison Growth Fund | 669,523 | 573,586 |
| Van Kampen Equity Income Fund | 584,400 | 478,058 |
| Goldman Sachs Mid Cap Fund | 472,010 | 483,033 |
| Franklin Small-Mid Cap Fund | 470,108 | 394,999 |
| PIMCO Total Return Fund | 459,653 | 473,920 |
| Other investments | 1,040,801 | 783,495 |
| 8,442,468 | 7,770,733 | |
| Other investments: | ||
| Loans to participants | 187,349 | 175,562 |
| Total investments | $ 8,629,817 | $ 7,946,295 |
The Plans investments, including investments bought, sold and held during the year, appreciated (depreciated) in value by $365,033 and $(60,781) during 2007 and 2006, respectively.
| 4. | CONCENTRATION OF INVESTMENTS |
|---|---|
| At December 31, 2007 and 2006, the Plan held investments in Plumas Bancorp common stock, | |
| representing approximately 15% and 19% of net assets available for benefits, respectively. | |
| A significant decline in the performance of Plumas Bancorp common stock could have a | |
| materially adverse impact on the Plans net assets available for benefits. | |
| 5. | RELATED-PARTY TRANSACTIONS |
| Certain Plan investments are shares of mutual funds managed by Prudential Insurance Company | |
| of America. Prudential Trust Company is the Trustee as defined by the Plan and, therefore, | |
| these transactions qualify as party-in-interest transactions. Fees paid by the Plan for | |
| investment management services were included as a reduction of the return earned on each | |
| fund. |
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PLUMAS BANK 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
| 5. |
|---|
| At December 31, 2007 and 2006, the Plans investments in Plumas Bancorp common stock (a |
| party-in-interest) are as follows: |
| December 31, — 2007 | 2006 | |
|---|---|---|
| Number of shares | 91,565 | 102,900 |
| Fair value, based on quoted market values | $ 1,270,935 | $ 1,534,242 |
The Plans investment in Plumas Bancorps common stock, including investments bought, sold and held during the year, depreciated in value by $108,073 and $657,474 during 2007 and 2006, respectively, which is included in the total investment appreciation discussed in Note 3.
| 6. |
|---|
| The Internal Revenue Service has determined, and informed the Bank by a letter dated |
| November 20, 1992, that the Plan and related trust are designed in accordance with |
| applicable regulations of the Internal Revenue Code (IRC). The Plan has been amended since |
| receiving the determination letter. However, the Plan Administrator believes that the Plan |
| is designed and is currently being operated in compliance with the applicable requirements |
| of the IRC and the Plan continues to be tax exempt. Therefore, no provision for income |
| taxes has been included in the financial statements. |
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SUPPLEMENTAL SCHEDULE
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PLUMAS BANK 401(k) PROFIT SHARING PLAN
EMPLOYER IDENTIFICATION NUMBER: 95-3520374 PLAN NUMBER: 001
SCHEDULE H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2007
| (b) | (c) — Description of Investment, | |||
|---|---|---|---|---|
| Identity | Including Maturity Date, | |||
| of Issuer, Borrower, | Rate of Interest, Collateral, | (d) | (e) | |
| (a) | Lessor or Similar Party | Par or Maturity Value | Cost | Value |
| Davis NY Venture Fund | Mutual Fund | * | $ 1,296,873 | |
| Euro Pacific Growth Fund | Mutual Fund | * | 1,277,844 | |
| Stable Value Fund | Common / Collective Trust | * | 900,321 | |
| ** | Jennison Growth Fund | Mutual Fund | * | 669,523 |
| Van Kampen Equity Income Fund | Mutual Fund | * | 584,400 | |
| Goldman Sachs Mid Cap Fund | Mutual Fund | * | 472,010 | |
| Franklin Small-Mid Cap Fund | Mutual Fund | * | 470,108 | |
| PIMCO Total Return Fund | Mutual Fund | * | 459,653 | |
| ** | Dryden Stock Index Fund | Mutual Fund | * | 296,619 |
| Jennison Mid Cap Growth Fund | Mutual Fund | * | 256,931 | |
| Goldman Sachs Small Cap Fund | Mutual Fund | * | 202,436 | |
| Growth Fund of America | Mutual Fund | * | 201,082 | |
| Fidelity Adv Small Cap Fund | Mutual Fund | * | 83,733 | |
| ** | Plumas Bancorp | Common Stock 91,565 shares | * | 1,270,935 |
| ** | Participant Loans | Maturing at various dates through | ||
| December 2011 at interest rates | ||||
| ranging from 5% to 9.25% | 187,349 | |||
| $ 8,629,817 |
| * | Information regarding the cost of investments at December 31, 2007 is not required as investments are participant directed. | | --- | --- | | ** | Party-in-interest to the Plan. |
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees or other persons who administer the Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| Plumas Bank 401(k) Profit Sharing Plan | |
|---|---|
| (Name of Plan) | |
| Date: June 26, 2008 | /s/ Andrew J. Ryback |
| Andrew J. Ryback | |
| EVP/Chief Financial Officer |
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EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 23.1 | Consent of Perry-Smith LLP, Independent Registered Public Accounting Firm |
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