þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) |
1. | Not Applicable |
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2. | Not Applicable |
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3. | Not Applicable |
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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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1 | ||||||||
Financial Statements: |
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2 | ||||||||
3 | ||||||||
4-10 | ||||||||
Supplemental Schedule: |
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12 | ||||||||
Exhibit 23.1 |
2007 | 2006 | |||||||
ASSETS |
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Investments (Notes 3, 4 and 5): |
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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 | ||||
2
2007 | 2006 | |||||||
ADDITIONS |
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Investment income (Notes 3, 4 and 5): |
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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: |
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Participant |
736,711 | 660,619 | ||||||
Employer |
192,945 | 197,625 | ||||||
Total contributions |
929,656 | 858,244 | ||||||
Total additions |
1,415,802 | 907,471 | ||||||
DEDUCTIONS |
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Benefits paid to participants |
732,280 | 1,203,735 | ||||||
Net increase (decrease) |
683,522 | (296,264 | ) | |||||
Net assets available for benefits: |
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Beginning of year |
7,946,295 | 8,242,559 | ||||||
End of year |
$ | 8,629,817 | $ | 7,946,295 | ||||
3
1. | DESCRIPTION OF PLAN |
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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. |
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General |
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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). |
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Participant Contributions |
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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. |
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Employer Contributions |
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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 | % |
4
1. | DESCRIPTION OF PLAN (Continued) |
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Participants Investment Options |
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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. |
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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. |
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Participants may change their investment options without restriction. |
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Participant Loans |
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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. |
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Payment of Benefits |
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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. |
5
1. | DESCRIPTION OF PLAN (Continued) |
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Forfeitures |
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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. |
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Administrative Costs |
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The Bank pays the administrative costs of the Plan. Investment management fees are paid by
the Plan. |
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Plan Termination |
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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. |
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2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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Basis of Accounting |
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The accompanying financial statements of the Plan have been prepared in accordance with
accounting principles generally accepted in the United States of America. |
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Use of Estimates |
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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. |
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Investment Valuation and Income Recognition |
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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. |
6
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
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Investment Valuation and Income Recognition (Continued) |
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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. |
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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. |
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Risks and Uncertainties |
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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. |
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Payment of Benefits |
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Benefits are recorded when paid. |
7
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
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Impact of New Financial Accounting Standards |
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Fair Value Measurements |
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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. |
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Fair Value Accounting |
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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. |
8
3. | INVESTMENTS |
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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: |
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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: |
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Loans to participants |
187,349 | 175,562 | ||||||
Total investments |
$ | 8,629,817 | $ | 7,946,295 | ||||
4. | CONCENTRATION OF INVESTMENTS |
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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. |
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5. | RELATED-PARTY TRANSACTIONS |
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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. |
9
5. | RELATED-PARTY TRANSACTIONS (Continued) |
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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 |
6. | FEDERAL INCOME TAX STATUS |
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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. |
10
(c) | ||||||||||
(b) | 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. |
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** | Party-in-interest to the Plan. |
12
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 |
Exhibit | Description | |
23.1 |
Consent of Perry-Smith LLP, Independent Registered Public Accounting Firm |